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PARO Client Payroll Services Agreement

This Paro Payroll Services Agreement (“Payroll Services Agreement”) is a binding legal agreement between and among the registered Client (“Contractor” or “You”), Paro Compliance Services, LLC (“Compliance Services”) and CognosPay, LLC (“CognosPay”).  By using the Payroll Services provided by the Paro website, applications, and software platform (“Platform”), you signify that you have read, understand, accept and agree to be bound by this Payroll Services Agreement.

This Payroll Services Agreement includes and incorporates by this reference the Client Terms of Use between Admiin Inc., d/b/a Paro, Inc. (“Paro”) and Contractor (“Client Terms”).  Agreements between Contractor and Talent are expressly excluded from this Payroll Services Agreement.  Capitalized terms used in this Payroll Services Agreement that are not defined in this document are defined in the Client Terms. Compliance Services reserves the right to revise this Payroll Services Agreement and Paro reserves the right to revise the Client Terms and all information linked to them from time to time in their sole discretion. Paro or Compliance Services may make such revisions without prior notice, so please check back often for updates.  Unless otherwise provided in such revision, the revised Payroll Services Agreement or Client Terms, or any revised part of them, will take effect when the revisions are posted.  To the extent that the provisions of this Payroll Services Agreement conflicts with other provisions of either the Client Terms, this Payroll Services Agreement shall control.

  1. Employment Relationship and Employer of Record

When a Contractor decides to use Payroll Services, CognosPay will  be the employer of record. This means the Talent will become an employee of CognosPay for purposes of work performed through the Paro Platform.  Compliance Services, through the Paro Platform, will instruct CognosPay to assign the Talent Employee to work for the Contractor, and the Contractor will be responsible for supervising the Talent Employee.

CognosPay’s and your specific responsibilities are described in this Payroll Services Agreement. In general, and without modifying any of the specifics or requirements below, CognosPay will be responsible for managing payroll, taxes, government documents, benefits and insurance.  Contractors will be responsible for the supervision, direction and control of the day-to-day activities of each Talent performing services to the Contractor.  Talent will be responsible for performing the work requested by the Contractor.  When, and only if, a Talent has been accepted for employment by CognosPay, Talent becomes a “Talent Employee” for purposes of this Agreement, but also remains subject to the Talent Terms and Conditions with Paro.  This Payroll Services Agreement does not supersede or amend any agreement or terms between CognosPay and Talent.  This Payroll Services Agreement does not create a contractual or third party beneficiary relationship between CognosPay and Contractor.

  1. Hiring Representations, Disclaimers, and Limitations

Contractor acknowledges and agrees that Contractor has selected a Talent to become a Talent Employee based upon Contractor’s determination that the Talent accepted a service request. Neither Paro nor CognosPay makes any representations or warranties as to the skills, experience, background or education of any Talent or Talent Employee.  CognosPay will comply with the I-9 requirements of the Immigration and Reform and Control Act of 1986.  Talent will not become an employee of CognosPay entitled to work for Contractor or receive payment from CognosPay until all Employment Paperwork has been completed and returned to CognosPay, and CognosPay has accepted Talent as an employee.

Contractor will continue to post projects, assign work and pay for Talent through the Paro Platform.  Paro assumes no responsibility for and shall exert no control over the projects and work assigned to Talent, nor has Paro had any role in Contractor’s decision to engage Talent via CognosPay.  Paro shall not direct the work of or supervise (to any degree, directly or indirectly) Talent, nor shall Paro determine any terms and conditions of Talent’s employment relationship with CognosPayor Contractor (including but not limited to rate of pay, performance evaluation, discipline and/or termination).   Paro merely provides the platform for Contractor to assign projects and work to Talent, and separately facilitates the relationship between Contractor and CognosPay that will handle the administration of payroll and other legal obligations of Contractor with regard to Talent.  These facts, alone or in combination, do not make Paro an employer of Talent or a co-employer/joint employer with Contractor and/or CognosPay.

The foregoing paragraph shall not apply if Paro is the Contractor to which Talent is assigned.  Under such circumstances, Paro shall be considered both Paro and the Contractor for purposes of this Payroll Services Agreement.

  1. CognosPay Services

The following are the services provided by CognosPay in regard to the Talent Employees assigned to Contractor, subject to Contractor and/or Paro providing timely and accurate information regarding hours of work, rates of pay, duties, and any other information necessary for CognosPay to perform these services:  (i) calculation and payment of wages (including overtime wages) based upon submitted hours; (ii) withholding, payment and reporting of all federal, state and local taxes on such wages; (iii) administration and management of unemployment claims; (iv) administration and withholding of wages associated with wage garnishments; (v) workers’ compensation coverage; (vi) Fair Labor Standards Act administration; and (vii) administration of Family Medical Leave Act matters.  In addition, CognosPay shall provide and bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which such personnel may be entitled based on eligibility.

  1. Control of Workplace

Contractor acknowledges and agree that the neither Paro nor CognosPay will control the workplace in which a Talent Employee will perform services for a Contractor.  The Contractor shall be solely responsible for all decisions related to strategic, operational or other matters concerning Contractor’s business, including, but not limited to the supervision and scheduling of Talent Employees.

  1. Supervision and Limitations on Scope of Employment

At all times, the Contractor will maintain the exclusive supervision, direction and control of the day-to-day activities of each Talent Employee.  The Contractor shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Contractor’s property, including without limitation intellectual property.

Contractor acknowledges and agrees that Talent Employees are not employees or consultants of Paro and that Paro maintains no control over the work assignments, supervision, payroll practices or other terms and conditions of the working relationship described herein. Contractor further acknowledges and agrees that Talent Employees are employees of CognosPay for purposes of payroll processing and, in some cases, the provision of certain employee benefits, but that CognosPay maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Payroll Services Agreement.

  1. Compliance with Laws, Rules and Regulations

Contractor shall comply with all state, federal and local laws, rules and regulations that govern or relate to its business, workplace, employees (including without limitation Talent Employees), safety and government contracting. Contractor shall comply with all reasonable directives regarding health and safety from CognosPay’s workers’ compensation carrier or any government agency. Contractor is required to accept and adhere to CognosPay’s determination regarding each Talent Employee’s exempt or non-exempt status for purposes of state and federal overtime laws. Talent shall not work over 29 hours in a week, whether under this Payroll Agreement or any other contract between or among Talent, Contractor, and/or Paro, without express approval by Paro and/or CognosPay.  

Notwithstanding the fact that CognosPay reserves the right to make determinations regarding the overtime exemption status of each Talent Employee, Contractor is ultimately and solely responsible for the amount of any wages that are due but unpaid to each of its Talent Employees, including without limitation any wages, back wages, and liquidated damages determined to be due and owing in connection with any action challenging the overtime exemption status of any Talent Employee.

  1. Equal Employment Opportunity, Workplace Laws

CognosPay selected by Paro to provide Payroll Services is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, Talent or Talent Employee on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law.  The Contractor and Talent Employee shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment.

  1. Policy Against Sexual Harassment and Other Illegal Harassment

CognosPay, Contractor and Paro prohibit sexual and other illegal workplace harassment.  Contractor shall train its Talent Employees about their rights and responsibilities pursuant to applicable law pertaining to non- harassment or other illegal workplace harassment. Contractor will be informed if any special training requirements legally pertain to a Talent Employee by virtue of that person being employed by CognosPay. CognosPay and Contractor will provide all Talent Employees with written information detailing their rights and responsibilities under Contractor’s and CognosPay’s policies against sexual harassment and other illegal workplace harassment. Contractor shall inform CognosPay immediately of any complaint of illegal harassment by or against a Talent Employee and shall undertake and complete a prompt and thorough investigation of any such complaint.  Upon notification, CognosPay may assist Contractor with the investigation of sexual harassment complaints made by or against Talent Employees, but the costs associated with such investigation shall be borne by Contractor.

  1. Paying Talent Employees
  1. General Payment Obligations

Contractor’s payments for Payroll Services are governed by the terms below.

Contractor recognizes and agree that all hours recorded and submitted to CognosPay by your Talent Employees will automatically be deemed approved by Contractor, and Contractor authorizes those hours to be paid by Contractor. In addition, Talent Employees do not pay any service fees to Paro. Instead, Contractor pays all applicable fees, as described below. Contractor also understands and agrees that Contractor is responsible for covering the cost of all Talent Employee wages (including, if applicable, overtime or premium pay that may be required by law), even if, for example, a Talent Employee reports having worked more than the number of hours authorized by Contractor.

  1. Contractor Bill Rate

The total amount Contractor pays is the “Bill Rate,” which includes the Talent Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Paro’s service fees for the use of the platform and the use of Talent Payroll Services.  The Bill Rate, and other information about the engagement of Talent Employees, are specified in Exhibit A hereto.

To use Talent Payroll Services, Contractor acknowledges and agrees that the Pay Rate on Paro must be at least the minimum wage in the location where the Talent Employee works.

In addition to the Bill Rate, Contractor acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Talent Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”).

  1. Funding and Making Payments

The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Contractor’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Paro or CognosPay in writing. Additional Costs will be charged to Contractor’s payment method after Contractor is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Contractor’s payment method after they are approved by Contractor.

  1. Required Notifications
  1. Writing Required

Contractor will send all written notices and payroll communications to Paro in accord with the requirements of the Client Terms.

  1. Notices

Talent must inform Contractor of any work-related injury in connection with services performed for Contractor.  Contractor will provide Paro with written notice within three (3) days of its own receipt of any notice of a work-related accident or injury, and within three (3) days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens and other forms of legal process affecting the payment of wages to a Talent Employee.

  1. Disclaimers

Notwithstanding anything to the contrary, Contractor acknowledges and agrees that:

  1. Paro is solely an online venue for buyers and sellers of services and, as such, shall not be responsible for any breach or failure to perform of CognosPay or any other action or inaction of CognosPay or any Contractor or any Talent; and
  2. CognosPay shall not be responsible for any breach or failure to perform of Paro or any other action or inaction of Paro or any Contractor or any Talent.
  1. General Provisions
  1. Governing Law and Venue

The Payroll Services Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Illinois, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Contractor hereby expressly consents to the personal jurisdiction and venue in the state and federal courts in Chicago, IL.  To the extent that Contractor has agreed to arbitration of any disputes with Paro, that agreement to arbitrate is incorporated herein.

  1. Severability

If any provision of the Payroll Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Payroll Services Agreement  will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

  1. Waiver

Any waiver or failure to enforce any provision of the Payroll Services Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion.

  1. Entire Agreement; Amendment

With the exception of any agreement between CognosPay and Talent, and the Services Agreement between CognosPay and Paro, which this Payroll Services Agreement does not supersede, amend, or expand the scope of the parties’ respective responsibilities in those agreements, this Payroll Services Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. This Agreement may be amended only in writing by the mutual signed agreement of the parties.

  1. Execution and Delivery; Binding Effect

The parties will evidence execution and delivery of the Payroll Services Agreement with the intention of becoming legally bound, by accepting the Client Terms on the Platform.