Talent Payroll Agreement

This Paro Talent Payroll Services Agreement (“Talent Payroll Services Agreement”) is a binding legal agreement between the employee providing services (“Talent” or “You”) and Paro Compliance Services, LLC (“Compliance Services”).  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 Talent Payroll Services Agreement includes and incorporates by this reference the Talent Terms of Use between Admiin Inc., d/b/a Paro, Inc. (“Paro”) and Talent (“Talent Terms”).  Capitalized terms used in this Talent Payroll Services Agreement that are not defined in this document are defined in the Talent Terms. Compliance Services reserves the right to revise this Talent Payroll Services Agreement and Paro reserves the right to revise the Talent 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 Talent Payroll Services Agreement or Talent Terms, or any revised part of them, will take effect when the revisions are posted.  To the extent that the provisions of this Talent Payroll Services Agreement conflicts with provisions of the Talent Terms, this Talent Payroll Services Agreement shall control.

  1. Employment Relationship and Employer of Record

Upon accepting a request from a Paro client (a “Client”) to use Payroll Services (each a “Payrolled Engagement”), Talent agrees and understands that Compliance Services will choose a payroll service company (the “Payroll Company”) to be the employer of record. This means the Talent will become an employee (a “Talent Employee”) of CognosPay for Payrolled Engagements.  Compliance Services, through the Paro Platform, will instruct CognosPay to assign Talent Employee to work for the Client, and the Client will be responsible for supervising Talent Employee.  Talent’s other engagements through the Paro Platform remain on an independent contractor relationship.

  1. Hiring Representations, Disclaimers, and Limitations

Talent acknowledges that Talent has agreed to become a Talent Employee servicing Client based on Talent’s own determination that the Client offers work acceptable and appropriate for Talent on terms that are acceptable to Talent.  Talent agrees to complete such documents as Payroll Company may legally and reasonably require to complete the employer/employee relationship, including without limitation applicable tax forms and the I-9 requirements of the Immigration and Reform and Control Act of 1986 (collectively, the “Employment Paperwork”).  Talent will not become an employee of Payroll Company entitled to work for Client or receive payment from Payroll Company until all Employment Paperwork has been completed and returned to Payroll Company, and Payroll Company has accepted Talent as an employee.

  1. Talent Representations and Responsibilities

Talent shall be responsible for timely and professional completion of each project to which it has been assigned and has agreed to, in such manner as to satisfy the Client’s specified requirements.  Talent represents that Talent has the qualifications and ability to perform such work in a professional manner. Performance of the work in a professional manner includes, but is not limited to, meeting the requirements of each job or project assigned to Talent.  Talent shall be solely responsible for the professional performance of Talent’s work. Talent shall be solely liable for its acts, omissions and negligence.

Talent agrees, while performing a Payrolled Engagement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Talent’s obligations to the Client. Talent warrants that there is no such contract or obligation in effect on the date Talent is assigned to Client.

  1. Talent Pay

Talent will be paid for Payrolled Engagements pursuant to Agreement(s) among Client, Compliance Services, and the Payroll Company, and in accord with any SOWs applicable to the Payrolled Engagements. Required Notifications

  1. Notices

Talent must inform Client of any work-related injury in connection with services performed for Client.  

  1. General Provisions
  1. Governing Law and Venue

The Talent 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. To the extent that Talent has agreed to arbitration of any disputes with Paro, that agreement to arbitrate is incorporated herein.

  1. Severability

If any provision of the Talent Payroll Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Talent 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 Talent Payroll Services Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion.

  1. Execution and Delivery; Binding Effect

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