PARO AI PLATFORM TERMS OF SERVICE

These Terms of Service (“Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER contained herein, govern your use of Paro’s AI-powered software platform and services (“AI Services”), and are entered into between you (“User” or “you”) and Admiin Inc., d/b/a Paro, Inc., a Delaware corporation (“Paro,” “we,” “us,” or the “Company”).

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR AI SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE AI SERVICES.

• SERVICES DESCRIPTION
  • 1.1 AI Growth Platform: Our AI Growth Platform provides software-as-a-service (“SaaS”) tools for financial services professionals, including but not limited to workflow management, client relationship management, document automation, and analytical tools.
  • 1.2 AI Agent Services: Our AI Agent services provide artificial intelligence-powered assistance for various financial and administrative tasks, including but not limited to data analysis, report generation, and process automation.
  • 1.3 Platform Integration: If you are a participant in Paro’s marketplace (governed by separate Client Terms or Talent Terms), these AI Platform Terms govern your use of AI Services in addition to those marketplace terms.
• USER ACCOUNTS AND ACCESS
  • 2.1 Account Registration: To access AI Services, you must create an account and provide accurate, complete information. You are responsible for maintaining the security of your account credentials.
  • 2.2 Authorized Users: For business accounts, you may authorize employees or agents to access AI Services under your account. You remain liable for all activities under your account.
  • 2.3 Account Suspension: We reserve the right to suspend or terminate accounts for violation of these Terms or misuse of AI Services.
• AI OUTPUT ACCURACY AND LIMITATIONS
  • 3.1 Technology Limitations: Artificial intelligence and machine learning are rapidly evolving fields with inherent limitations. Given the probabilistic nature of machine learning, AI Services may produce Output that does not accurately reflect real financial conditions, market situations, or factual information.
  • 3.2 User Responsibilities: When using AI Services, you understand and agree:
  • Output Accuracy: AI-generated content may not always be accurate, complete, or current. You must not rely on Output as the sole source of truth or as a substitute for professional advice.
  • Human Review Required: You must evaluate all Output for accuracy and appropriateness, including mandatory review by qualified professionals before using Output for any material purpose.
  • Professional Standards: Licensed professionals remain fully responsible for adhering to professional codes, fiduciary duties, and regulatory obligations regardless of AI assistance.
  • 3.3 Prohibited High-Impact Uses You must not use AI Output for purposes that could have material legal or financial impact on persons or entities, including:
  • Credit or lending decisions
  • Investment recommendations without proper human oversight
  • Regulatory reporting or compliance determinations
  • Employment or compensation decisions
  • 3.4 Financial Services Specific Requirements
  • All financial analysis must be reviewed by appropriately licensed professionals
  • You are solely responsible for regulatory compliance
  • AI analysis is based on available data that may be incomplete or outdated
• SUBSCRIPTION TERMS AND PAYMENTS
  • 4.1 Subscription Plans: AI Services are offered on a subscription basis with various plan options. Some plans may include percentage-based fees on client billing as specified in your plan details. Pricing and features are subject to change with notice.
  • 4.2 Payment Terms: Fixed Subscription Plans: Subscription fees are billed in advance and are non-refundable except as required by law.
    Revenue-Share Plans: Where applicable, you authorize us to charge a percentage fee on amounts billed to your clients through the platform. This fee will be automatically deducted from payments processed through our system or billed separately as specified in your plan.
  • 4.3 Auto-Renewal: Subscriptions automatically renew unless cancelled before the renewal date.
  • 4.4 Client Billing Integration: For revenue-share plans, you agree to use our integrated billing system or provide accurate reporting of client billings subject to our audit rights.
• DATA AND PRIVACY
  • 5.1 User Data: You retain ownership of data you input into AI Services (“User Data”). We process User Data to provide AI Services and as described in our Privacy Policy.
  • 5.2 Client Information and Data Mining: Client Data Collection: When you add clients to your account, we may collect and store information about those clients including contact information, business data, and interaction history.
    Data Enrichment: We may supplement client information using third-party data sources and enrichment services to enhance platform functionality and provide better insights.
    Marketing and Cross-Selling: Unless you or your client opts out, we may use client information to:
    
  • Contact clients directly about Paro services and marketplace opportunities
  • Provide cross-selling and up-selling communications
  • Include clients in general marketing campaigns
  • Opt-Out Rights: Both you and your clients may opt out of marketing communications at any time. You can manage client opt-out preferences in your account settings, and clients may opt out directly through any communication we send.
  • 5.3 Data Security: We implement reasonable security measures to protect User Data and client information, but cannot guarantee absolute security.
  • 5.4 Data Backup and Export: You are responsible for maintaining backups of critical data. We provide data export tools but are not responsible for data loss.
• USER REPRESENTATIONS AND CLIENT CONSENT
  • 6.1 Client Consent and Authority: By adding clients to your account, you represent and warrant that you have:
    • Appropriate authority or consent from each client to provide their information to Paro
    • Disclosed to clients that their information may be used for platform enhancement and marketing purposes
    • Complied with all applicable privacy laws and professional obligations regarding client data sharing
  • 6.2 Professional Compliance: You are solely responsible for ensuring your sharing of client information complies with:
    • Professional licensing requirements and codes of conduct
    • Client confidentiality obligations and attorney-client privilege where applicable
    • Industry regulations (e.g., Gramm-Leach-Bliley Act, GLBA for financial services)
    • Privacy laws including state and federal data protection requirements
  • 6.3 Client Communication Requirements: You agree to:
    • Provide clear notice to clients about data sharing with Paro
    • Inform clients of their opt-out rights for marketing communications
    • Maintain records of client consents as required by applicable law
    • Update client preferences in the system as requested
  • 6.4 Indemnification for Client Data: You agree to indemnify Paro for any claims arising from your failure to obtain proper client consent or comply with confidentiality obligations before sharing client information.
• INTELLECTUAL PROPERTY
  • 7.1 AI Services Ownership: We own all rights in the AI Services, including software, algorithms, and improvements.
  • 7.2 User Data Rights: You grant us a limited license to use User Data solely to provide AI Services.
  • 7.3 AI-Generated Content: Rights in AI-generated Output are governed by applicable law. You are responsible for ensuring your use of Output does not infringe third-party rights.
  • 7.4 Revenue-Share Plan Audit Rights: For revenue-share plans, we reserve the right to audit your client billing records to verify accurate fee calculations. You agree to maintain accurate records and provide reasonable access for audit purposes.
• ACCEPTABLE USE
  • 8.1 Prohibited Activities: You may not:
    • Use AI Services for illegal purposes
    • Attempt to reverse engineer or compromise our systems
    • Share account credentials with unauthorized parties
    • Use services to compete with Paro
    • Input confidential third-party information without authorization
  • 8.2 Professional Use Requirements: If you provide professional services using AI assistance, you must:
    • Maintain appropriate professional insurance
    • Comply with all applicable regulations
    • Disclose AI assistance where required by professional standards
• SERVICE AVAILABILITY AND MODIFICATIONS
  • 9.1 Service Levels: We strive to maintain high service availability but do not guarantee uninterrupted access.
  • 9.2 Modifications: We may modify AI Services with notice. Material changes affecting functionality will include reasonable advance notice.
  • 9.3 Beta Features: Some features may be offered in beta with limited support and warranties.
• DISCLAIMERS AND WARRANTIES
  • 10.1 Service Disclaimer: AI SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • 10.2 AI Output Disclaimer: WE MAKE NO REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUT. USE OF AI SERVICES IS AT YOUR SOLE RISK.
  • 10.3 Professional Services Disclaimer: AI SERVICES DO NOT CONSTITUTE PROFESSIONAL ADVICE. WE ARE NOT RESPONSIBLE FOR PROFESSIONAL DECISIONS MADE USING AI ASSISTANCE.
• LIMITATION OF LIABILITY
  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY FOR DAMAGES ARISING FROM AI SERVICES IS LIMITED TO THE FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
• INDEMNIFICATION
  • You agree to indemnify and hold us harmless from claims arising from your use of AI Services, violation of these Terms, or infringement of third-party rights through your use of AI Output.
• TERMINATION
  • 13.1 Termination by You: You may terminate your subscription at any time with notice. Paid fees are non-refundable.
  • 13.2 Termination by Us: We may terminate service immediately for material breach or with notice for convenience.
  • 13.3 Effect of Termination: Upon termination, your access ends and we may delete your data after a reasonable period.
• ARBITRATION AND CLASS ACTION WAIVER
  • Paro and User mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement requires the arbitration of any claims that Paro or User may have against the other or against any of their:
    • officers, directors, employees, or agents in their capacity as such or otherwise,
    • direct or indirect parents and subsidiaries, and
    • affiliates, agents, successors or assigns,
  • each and all of which may enforce this arbitration agreement as direct or third-party beneficiaries.
  • This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims or controversies, past, present or future, arising out of or relating to these Terms, this arbitration agreement, User’s registration for and/or use of the AI Services, any payments made by User through the AI Services, data privacy or security claims, claims related to AI Output or services, the termination of these Terms, claims of harassment, retaliation, or discrimination, and all other aspects of User’s relationship (or the termination of its relationship) with Paro, whether arising under federal, state or local statutory and/or common law. User and Paro agree that the mutual obligations contained in these Terms to arbitrate disputes provide adequate consideration for this arbitration agreement.
  • 14.1 Initiation of Arbitration: If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (i) the name and address of the party seeking arbitration; (ii) a statement of the legal and factual basis of the claim; and (iii) a description of the remedy sought. Any demand for arbitration by User must be delivered to Paro at 325 W. Huron St., Ste. 407, Chicago, IL 60654. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration
  • 14.2 Class and Collective Action Waivers: Paro and User mutually agree that by entering into this arbitration agreement, both waive their right to have any covered dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an Arbitrator will not have any authority to hear or arbitrate any class and/or collective claim (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an Arbitrator. The Class Action Waiver will be severable from this arbitration agreement if (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
  • 14.3 Arbitration Procedures: Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
    a. The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the Arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened or a former judge from any jurisdiction.
    b. The location of the arbitration proceeding will be in Chicago, IL, except as otherwise set forth herein or the parties agree otherwise.
    c. Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this arbitration agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator.
    d. The Arbitrator is authorized to issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
    e. Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
    f. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
    g. The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the Arbitrator’s decision or award in any court having jurisdiction.
    h. Either Paro or User may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section 14 may be rendered ineffectual.
  • 14.4 AAA Rules and Survival: The AAA Rules referenced herein may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com. This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. If any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of these Terms and/or after User ceases any relationship with Paro. Notwithstanding any contrary language, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both User and an authorized representative of Paro.
• GENERAL PROVISIONS
  • 15.1 Governing Law: These Terms are governed by Illinois law, except for arbitration provisions governed by the Federal Arbitration Act.
  • 15.2 Entire Agreement: These Terms constitute the entire agreement regarding AI Services, except where additional marketplace terms apply.
  • 15.3 Severability: If any provision is unenforceable, the remainder remains in effect.
  • 15.4 Updates: We may update these Terms with notice. Continued use constitutes acceptance.

Last Updated: October 1, 2025

For questions about these Terms, contact: legal@paro.ai