Client Terms & Conditions

These Client Terms of Use (“Client Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, is entered into between the registered Client (“Client” or “you”) and Admiin Inc., D/B/A Paro, Inc., a Delaware corporation (“Paro” or the “Company”).

PLEASE REVIEW THESE CLIENT TERMS IN THEIR ENTIRETY. WHEN YOU EXECUTE THESE CLIENT TERMS, YOU WILL BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT EXECUTE THESE CLIENT TERMS OR SUBMIT OR ACCEPT A STATEMENT OF WORK.

Client acknowledges that Paro is not a financial services company; it operates a software platform that connects businesses and enterprises with freelance workers (“Talent”) engaged in the business of providing Accounting and Financial Services (“Financial Services”). Client acknowledges that Paro is not a hiring entity or employer of Talent. Paro contracts with a third-party employment provider (the “Employment Provider”) to connect Client with certain Talent who provide Financial Services as employees of the Employment Provider (“Talent Employees”) at Talent’s option.  Client further acknowledges Paro does not guarantee that any Talent will be available to provide services to the Client.

These Client Terms constitute the agreement to use the Paro website and software platform (the “Platform”). Clients who use the Platform to purchase services have also agreed to the Paro Website Terms of Use as a condition of registration (collectively, the “Platform Terms”) which are incorporated herein. By signing these Client Terms, Client affirmatively acknowledges and agrees to be bound by the terms and conditions of the Platform Terms.

PLEASE READ THESE CLIENT TERMS CAREFULLY. THESE CLIENT TERMS PROVIDE THAT ALMOST ALL DISPUTES BETWEEN YOU AND PARO ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.

1. Financial Services Statement of Work Process. Talent creates a proposal to perform Financial Services (the “Proposal”). Any and all terms of the Proposal, including the rate of pay, may be negotiated by and between Client and Talent. Talent may accept or reject any term offered by the Client, or make a counteroffer as to any term, or may withdraw the Proposal from consideration by the Client. If the Client and Talent are able to reach agreement on terms, the Client and the Talent then memorialize the agreed-upon terms into a legally-binding Statement of Work (“SOW”), governed by the Statement of Work Terms and Conditions (“SOW Terms”). These Client Terms as well as the terms and conditions of each SOW and the SOW Terms, and any written addendums or modifications agreed thereto between Talent and Client, shall govern the provision of Financial Services between the Client and Talent. Talent will be compensated consistent with these terms and each SOW negotiated and accepted by and between Client and Talent.  If Client uses Paro Payroll Services (defined below), the agreement between the Employment Provider, Paro Compliance Services, LLC (“Compliance Services”), and the Client (the “Payroll Agreement”), for the provision of services to Client, if any, will also govern the provision of Financial Services between the Client and Talent.
2. Independent Contractor Relationship between Client and Talent, Paro is a Marketplace Provider. You acknowledge that Talent are independent contractors operating an independent business enterprise who use the Platform to offer and provide Financial Services to Clients. Client acknowledges and agrees that Paro has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or services performed by Talent under a SOW between Client and Talent, including any work or services that any individual affiliated with the Talent may provide, either as an employee, independent contractor, or otherwise. Client further represents, acknowledges, and warrants that throughout the Term it shall at all times treat Talent as independent contractors and that Client will take no action that is inconsistent with such classification.

Client acknowledges that Paro is not an employer of, or joint employer or integrated or single enterprise with any Talent or Client. Paro is not responsible for the performance or non-performance of any Talent or Client. Each Talent is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates and agents. Each Client is solely and entirely responsible for their own acts and for the acts of their employees, subcontractors, affiliates, and agents. Paro is not a party to nor is bound by any of the terms of any SOW. Paro is under no obligation to ensure any SOW is completed to Client’s satisfaction.  

Client acknowledges that throughout the Term (as defined below) and while providing the Financial Services, Talent is, and shall at all times be and remain, an independent contractor providing services to identified Clients utilizing the Paro platform. Nothing in these Client Terms or otherwise shall be construed as identifying Talent, Client, or their personnel or representatives as an employee, agent, or legal representative of Paro for any purpose, and Client and Talent and any respective representatives shall not hold themselves out as employees of Paro in any capacity.

While Paro is not the employer of any Talent, Talent may be employed by the Employment Provider as Talent Employees.  If Client engages Talent Employees and pays them for hourly work, (a) Client will be deemed to have automatically approved all hours worked, including overtime and (b) Client authorizes and instructs Paro to make payment to each Talent Employee for time reflected on any time sheet, including overtime payments. For such Talent Employees, Client, Employment Provider, and Compliance Services will enter into a Payroll Agreement https://paro.io/client-payroll-agreement which may result in adjustments to these Client Terms.  For Talent Employees, Client further agrees to comply with all applicable laws (e.g., not requiring or encouraging any Talent Employee to work without recording time, not discouraging or prohibiting Talent Employees from taking any meal or rest periods authorized by law) and acknowledges and agrees that overtime wages are included in the payments and costs to be paid by Client to Paro.

1. Client is not to transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, or assign or create any obligation of any kind, express or implied, on behalf of Paro or any of Paro’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty, or representation on behalf of Paro or any of Paro’s related or affiliated entities regarding any matter, except as expressly authorized in these Client Terms or in another writing signed by an authorized officer of Paro. Further, Client shall not use Paro’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without the prior written approval of Paro.
2. Client understands that, except as otherwise specifically agreed between Client and Talent, Talent will provide all equipment, tools, materials, and labor that he or she needs to perform the Financial Services agreed to with Client and that Paro will provide no equipment, tools, materials, or labor that may be needed to perform the Financial Services under these Client Terms. Paro will, however, provide both Client and Talent with access to the Platform to facilitate access to available, optional support resources and materials, if Client so chooses.
3. Talent is solely responsible for scheduling the timing of Financial Services and agrees to do as consistent with the scheduling requirements of the other as set forth in the SOW. Client agrees and understands that Paro plays no role in scheduling or delivery of Financial Services.
4. Client understands and agrees that Talent is solely responsible for determining how Financial Services will be completed, as well as the preparation and additional work necessary to properly perform Financial Services in a manner consistent with the accepted SOW and to the satisfaction of Client.
5. Client understands that Talent may hire employees or engage contractors or subcontractors (at his or her sole expense) to assist with providing the Financial Services; however, Talent’s employees or subcontractors may not be used to deliver Financial Services on behalf of Talent without the express written permission of Client. Client understands and acknowledges that Talent acknowledges that they remain solely and exclusively responsible for the timely provision of the Financial Services to meet Client’s requirements and specifications.
6. Client understands and acknowledges that Talent shall remain responsible for and shall pay all operational costs, expenses, and disbursements relating to operating Talent’s business (including the activities of any employees or subcontractors) and the provision of the Financial Services under these Client Terms.

3. Talent Replacement. Client may, at any time, request the replacement of Talent who does not meet Client’s performance and capability requirements, subject only to any limitations set forth in the SOW between Client and Talent.
4. Client Data. Paro does not own any of Client’s information, text, data, marketing materials or other content, including that which the Client submits, stores, or uses in its account profile (the “Client Data”). Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data.
5. Non-Circumvention. Except as set forth in Section 6 below, Client, or any subsidiaries, parent companies, partnerships, holdings, or investors related to any Client, shall not seek to receive or receive services from, or remit complete or partial payments to, Talent without using Paro as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Paro’s role as payment processor.
6. Buyout Fee. Nothing in these Client Terms is intended to constrain the engagement of Talent directly by Client, provided the terms of such engagement are in accordance with this Section 6 of these Client Terms.  Subject to (a) Client’s prior written notice to Paro, (b) a reasonable wind-down period of at least thirty (30) days unless otherwise negotiated by Paro, Talent, and Client, and (c) full payment of the Buyout Fee (defined below), Client may at any time during or after the term of these Client Terms, opt to directly engage or hire Talent.  Unless otherwise agreed upon by Paro and Client, within thirty (30) days of hiring or directly engaging Talent, Client shall pay Paro a (“Buyout Fee”) if Talent was (a) introduced by Paro to Client, and (b) is hired as an employee or otherwise engaged by Client within twelve (12) months of completion of the most recent SOW between Client and Talent. The buyout fee equals 25% of the Talent’s annualized marketplace pay rate within the most recent SOW. For example, if Talent’s rate to Client is $75 per hour, the buyout fee shall be $75 * 2,000 (billable hours in a calendar year) * 25% = $37,500.

1. Term and Termination. These Client Terms will remain in effect until terminated by either party (“Term”). However, the parties agree that each SOW shall constitute a separate contractual engagement governed by these Client Terms, the term of which shall be the longer of (a) the length of time necessary to complete the work as set forth in the agreed-upon SOW, or (b) the length of the term defined in stated SOW. Either  party  may  terminate these Client Terms  for  any  or  no  reason  at  any  time  by providing written notice to the other party, subject only to the terms of any SOW then in-progress. If Client terminates these Client Terms, Client agrees to remit to Paro all amounts due or accrued to either Paro or Talent under these Client Terms as of the date of such termination.

7. Confidentiality.

1. Confidential Information. The Parties understand that, in connection with Client’s use of the Platform, the Parties may receive, produce, or otherwise be exposed to the other Party’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by a Party, in addition to all information a Party receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).. Confidential Information does not include information which: (i) is now, or later becomes, through no act or failure to act on the part of the Party receiving the Confidential Information (the “Recipient”), generally known or readily available to the public; (ii) was acquired by the Recipient before receiving such information from the Party disclosing the Confidential Information (the “Discloser”) and without restriction as to use or disclosure; (iii) is furnished to the Recipient by a third party rightfully entitled to it, without restriction as to use or disclosure; or (iv) was independently developed by the Recipient without reference to the Discloser’s Confidential Information. These Terms are the Confidential Information of Paro.
2. Use and Restrictions. The Recipient agrees: (i) to hold the Discloser’s Confidential Information in strict confidence, (ii) not to disclose the Discloser’s Confidential Information to any third parties except as reasonably necessary for the Recipient to perform its obligations hereunder, and (iii) not to use any of the Discloser’s Confidential Information except to perform the Recipient’s obligations under these Client Terms. Notwithstanding the foregoing, the Recipient hereto may disclose any Confidential Information of the Discloser hereunder to the Recipient’s agents, attorneys and other representatives (under a duty not to disclose) and having a bona fide need to know such Confidential Information or any court of competent jurisdiction as reasonably required to resolve any dispute between the Parties. In addition, Paro may disclose Client’s Confidential Information to any Talent engaged under these Client Terms so long as (i) such disclosure is reasonably required for the Talent to perform Financial Services, and (ii) the Talent has entered into an agreement related to such Confidential Information with terms at least as restrictive as those in these Client Terms.
3. Legal Obligations. If Recipient is requested or required by law, government action, subpoena or other court order to disclose any of the Discloser’s Confidential Information, Recipient may disclose such information without liability under these Client Terms, provided that (i) the Discloser  has been given a reasonable opportunity to (a) intervene in any proceeding to try to protect the Confidential Information and (b) review the text or contents of such disclosure before it is made; and (ii) the disclosure is limited to only the Confidential Information specifically required to be disclosed.
4. Remedies. Each Party agrees that its obligations provided in these sections under Confidential Information are necessary and reasonable in order to protect the Discloser and its business, and each Party expressly agrees that monetary damages may be inadequate to compensate the Discloser for any breach by the Recipient of its confidentiality covenants and agreements set forth in these Client Terms. Accordingly, each Party agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser will be entitled to seek temporary injunctive relief pending arbitration against the threatened breach of these Client Terms or the continuation of any such breach by the Recipient, without the necessity of proving actual damages or posting any bond.  
5. Defend Trade Secrets Act. Client acknowledges receipt of this notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely to report or investigate a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8. Representations, Warranties, and Disclaimer.

1. General. Paro and Client each warrants and represents, as to themselves, that (a) they are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which it was formed (in the case of Clients who are not individual persons); (b) they have full power and authority to execute, deliver, and perform; (c) these Client Terms have been duly authorized, executed, and delivered by and are their legal, valid, and binding obligations in accordance with the terms herein; (d) obligations under these Client Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency; and (e) Client understands, agrees and warrants that all Talent identified and engaged through the use of the Paro platform who are not Talent Employees will be treated by Client as an independent contractor.
2. Other than as stated in this Agreement, Client expressly acknowledges, agrees, and understands that: (a) Paro is not a party to the dealings between Client and Talent, including posts, proposals, selection, contracting, and performance of Financial Services; (b) Paro does not, in any way, supervise, direct, or control the Talent or Financial Services; (c) Paro makes no representations as to the quality, security, or legality of any Financial Services, and Paro disclaims any and all liability relating thereto; (d) Paro does not set Talent’s work hours, work schedules, or location of work, nor is Paro involved in determining if Talent’s fees will be set at an hourly or fixed rate for any SOW; (e) Paro will not provide Talent with training or any equipment, labor, or materials needed for a particular SOW; and (f) Paro does not provide the premises at which the Talent will perform the work.   Paro makes no representations about, and does not guarantee the truth or accuracy of Talent’s listings on the Platform; the ability of Talent to deliver the Financial Services; or that Client or Talent can or will actually complete a transaction.
3. Client Data Rights. Client represents and warrants that: (a) Client owns or has secured sufficient intellectual property rights to any and all Client Data that Client stores, accesses, and uses with the Platform; (b) the Client Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Client Data does not and will not contain a software virus or other harmful component.
4. Third-Party Links & Ads. The Platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Paro, and Paro is not responsible for any Third-Party Links & Ads. Paro provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5. Other Users. Each Platform user is solely responsible for any and all of its own content. Because Paro does not control content, you acknowledge and agree that we are not responsible for any content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any content. Your interactions with other Platform users are solely between you and such users. You agree that Paro will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform user, we are under no obligation to become involved.
6. DISCLAIMER. PARO, ITS AFFILIATES AND PARTNERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF ACCURACY, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT THERETO, THOSE MADE BY TALENT TO CLIENT OR RELATING TO ANY SERVICE, DELIVERABLE OR WORK PRODUCT PROVIDED BY TALENT TO CLIENT. THE SERVICES PROVIDED UNDER THESE CLIENT TERMS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. LIABILITY FOR TALENT’S WORK PRODUCT AND THE TALENT SERVICES (INCLUDING ANY AND ALL WORK PRODUCT AND/OR SERVICES PROVIDED BY EMPLOYEES, SUBCONTRACTORS, AGENTS, AND AFFILIATES OF TALENT) ARE SOLELY THAT OF THE TALENT. NEITHER PARO NOR ANY OF ITS AFFILIATES OR PARTNERS PROVIDE ANY EXPRESS WARRANTY OF, HAVE ANY IMPLIED WARRANTY OF, OR HAVE ANY RESPONSIBILITY FOR, TALENT SERVICES OR TALENT WORK PRODUCT.

9. Engagement of Talent and Talent Employees. 

1. Paro Payroll Services.  Paro Payroll Services means a service provided by Paro whereby Employment Provider will handle certain administrative and legal requirements relating to the hiring of Talent Employees, including offering, tracking and paying Talent Employees’ legally required sick leave, employment agreements, policies and notices, wage payment, payroll taxes, workers’ compensation, unemployment insurance, and Affordable Care Act (ACA), if applicable, in addition to any other benefits required by law.  If Client requests Paro Payroll Services, in addition to Client’s responsibilities set forth herein, Client shall: (a) not request or allow Talent Employees to commence work until Client receives notice from Paro, Compliance Services, or the Employment Provider that employment paperwork has been completed and employment has started; (b) absent exigent circumstances, (i) provide at least 72 hours advance notice before terminating a worker’s employment assignment, or (ii) immediately provide notice of any voluntary termination; otherwise, Client will be responsible for any penalties or costs for violating or complying with laws governing final paycheck requirements; and (c) immediately inform Compliance Services of any request for a leave of absence or disability accommodation or if Client becomes aware of a potential disability or need for leave or accommodation and provide any legally protected accommodation or leave.
2. Payroll Fee. If Client engages a Talent Employee via Paro Payroll Services, Client will pay fees set forth in the Payroll Agreement according to its terms.  The amount of such fees will be provided to Client prior to the Employment Provider hiring the relevant Talent Employee.
3. Talent Fees.  If Client engages Talent without using Paro Payroll Services, the fees and payment terms will be set forth in the SOW between Client and Talent.

10. Allocation of Risk. Paro and Client acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, these limitations constitute an integral part of these Client Terms, and that absent these limitations the parties would not have executed these Client Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
11. Indemnification.  Client shall indemnify and hold Paro, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by Client, or a claim that any Client Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Client set forth herein; and (c) Talent’s provision of services to Client, including any claims by any third party or government agency that Talent was misclassified as an independent contractor or should have been an employee of a Client, and any claim that Paro was an employer or joint employer of Talent, and related legal claims under any employment laws.

1. Client shall also indemnify and hold Paro, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with Talent’s employment, retention, engagement or use of any personnel who assist Talent in providing any work/services in connection with the performance of the SOW, including but not limited to any claim that Talent misclassified any such personnel (under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law or any other law); and any claim that Paro was an employer or joint employer of any Talent or any of Talent’s personnel under any employment or other law, including, but not limited to, the Fair Labor Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act.
2. Conditions.  Client shall indemnify Paro as set forth above, provided that: (a) Paro notifies Client promptly in writing of the claim; (b) Client has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that Paro has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) Paro cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

12. Arbitration Agreement and Class Action Waiver. Paro and Client 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 Client 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 Client Terms, this arbitration agreement, Talent’s independent contractor classification, Talent’s provision of services, Client’s registration for and/or use of the Platform, any payments made by Client through the Website or arising out of or relating to the acceptance or performance of services arranged through the Website, the termination of these Talent Terms, claims of harassment, retaliation, or discrimination, and all other aspects of a Client’s  relationship (or the termination of its relationship) with Paro, whether arising under federal, state or local statutory and/or common law. Client and Paro agree that the mutual obligations contained in these Client Terms to arbitrate disputes provide adequate consideration for this arbitration agreement.

1. 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 Client must be delivered to Paro at 325 W Huron St, Suite 407, Chicago, IL 60654. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.      
2. Class and Collective Action Waivers. Paro and Client 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.
3. 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:

1. 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.
2. The location of the arbitration proceeding will be in Chicago, IL, except as otherwise set forth herein or the parties agree otherwise.
3. 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
4. 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.
5. 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.
6. 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.
7. 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.
8. Either Paro or Client 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 13 may be rendered ineffectual.
9. Notwithstanding the foregoing, any claim by Client that allege employment or worker classification disputes will be conducted within 25 miles of where Talent provided services to Client under these Client Terms and in accordance with the AAA Employment Arbitration Rules then in effect.

6. 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.
7. 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 Client Terms and/or after Client 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 Client and an authorized representative of Paro.

13. Client/Talent Dispute Resolution.  If a dispute arises between a Client and Talent, Paro may be engaged, at either Talent or Client’s election, to provide assistance to both parties to resolve the matter. If Client and Talent are unable to reach an agreement, a Paro dispute specialist will consider the parties’ positions, review the relevant documents, and make a non binding recommendation. If Paro’s recommendation is rejected by either party, the parties remain free to pursue resolution of their dispute by any means they deem appropriate at their own cost.
14. Notices. All notices and other communications shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid.
15. Successors and Assigns. These Client Terms shall be binding upon Client and inure to the benefit of Paro and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of the Paro are sold or transferred. Client shall not be entitled to assign these Client Terms or any of Client’s rights or obligations hereunder.
16. Severability. If any provision of these Client Terms is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
17. Waivers. No delay or omission by either party in exercising any right, power, or privilege shall impair such right, power, or privilege, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.
18. Headings. The headings and other captions in these Client Terms are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Client Terms.
19. No Strict Construction. The language used in these Client Terms will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.
20. Governing Law. Other than the Arbitration Agreement and Class Action Waiver, which shall be governed by the Federal Arbitration Act, these Client Terms will in all respects be governed by the laws of the State of Illinois and the United States of America without reference to its principles of conflicts of laws.
21. Amendment. These Client Terms may not be modified or amended except by an instrument in writing signed (electronically or otherwise) by the parties hereto.
22. Entire Agreement. These Client Terms, the Platform Terms, the Payroll Agreement (if applicable), and any SOW, contain the entire agreement between the Paro and Client concerning the subject matter hereof and as of the Effective Date and supersede any contract, agreement or understanding between the parties hereto, provided, however, that Paro reserves and shall retain all rights and remedies it may have against Client with respect to any breach on or before the effective date of any prior agreements between the parties. If there are any inconsistencies, the Client Terms control.
23. Signature. These Client Terms may be signed and are enforceable by electronic, digital, and facsimile signature, in addition to a wet signature.