THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
YOUR ACCESS TO AND US OF THE SERVICES WE MAKE AVAILABLE TO YOU ON THIS WEBSITE IS CONDITIONED UPON YOUR AFFIRMATION THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT OBTAIN SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH Panther Global, Inc., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of services through https://panther.co/ (the “Site”). These Terms are subject to change by Panther Global, Inc., a Delaware corporation, with offices located at 2261 Market Street, #4094, San Francisco CA, 94114 (referred to as “Service Provider”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. For purposes of these Terms, “Customer”, “you” and “your” means you as a user of the Service.
Panther enables businesses to seamlessly manage relationships with local and international independent contractors. You may register to the Platform as either a “Contractor” or “Client”. Depending on the designation of your account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.
Clients use Panther to seamlessly onboard Contractors to their accounts payable systems, conduct vendor due diligence, guide them on compliance in regard to tax and labor regulations, execute agreements and produce statements of work, and simplify the process of making payments to Contractors (“Client Management Services”).
Contractors use Panther to easily connect with their clients, memorialize contract terms, store payment and bank account preferences, and unify payment flows through a single platform (“Contractor Management Services”).
Clients may also use Panther to receive the services of specialized consultants engaged by Panther, Panther EOR Partners and/or other third-party partners of Panther (“Consultants”) for the provision to Clients of certain human resource and other related services (“Consultant Services”). The receipt of any Consultant Services is subject to the execution of a separate agreement between the Client and Panther or the applicable Panther EOR Partner, as set forth on the Panther Platform (“Consultant Services Agreement”). In the event of a conflict between the Consultant Services Agreement and these Terms, the provisions of the Consultant Services Agreement shall prevail.
Capitalized terms in these Terms of Service are defined as follows:
“Account” is an account to access and use the Platform in accordance with the terms hereof.
“Accountholder” is the holder of a Panther Account.
“Administrator” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.
“Clients” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, make payments to Contractors for their services and/or in connection with the receipt of any Consultant Services.
“Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing.
“Contracts” are the legally binding documents executed by Clients and Contractors using the Platform’s Contract generation tool that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor.
“Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.
“Panther EOR Partners” are third parties engaging with Consultants as an employer of record in connection with the provision of Consultant Services.
“Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.
“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.
“Funds” are the funds payable to Contractors for the services described in a Contract.
“Management Services” are any Client Management Services or Contractor Management Services.
“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.
We make the Platform and the Services available to Users 16 years of age or older. If you are not 16, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. Panther may refuse to provide open an Account for any individual or entity at its sole discretion.
4.2. Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. Panther will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Panther harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at email@example.com that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.
5.1 Payment Plans. If you are a Client, certain Services are subject to the payment of the fees to Panther detailed on the Panther Platform. You may access and use such Services by selecting from one of our payment plans (“Payment Plan(s)”). Payment Plan details are set forth on our Pricing Page . You hereby agree to make payment to Panther of such fees detailed on the Platform in accordance with your applicable Payment Plan. If you are using our Platform in connection with Consultant Services provided by Panther EOR Partners, your use of the Platform is not subject to the payment of any fees to Panther. Please note additional fees may apply pursuant to the applicable Consultant Services Agreement.
The payment plan will be charged at the moment you issue a payment to a Contractor or an employer or record on the platform as an additional amount. A separate invoice will be generated and will be located in the billing section.
If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:
Panther may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending Panther notice of termination to firstname.lastname@example.org. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
Panther may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time (“Free Trial”). To participate in a Free Trial, you must select a Payment Plan and provide a valid payment method, however, we will not charge your payment method unless you continue using the Services after the Free Trial is over. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by emailing email@example.com. If you or Panther cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, Content, and all other data associated with your Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial will automatically be converted to a paid Payment Plan at the end of the trial period, and you hereby authorize us to charge the payment method your provided us in accordance with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending Panther notice of termination to at least 5 days prior to the end of your next billing cycle. At any time and without notice, Panther reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.
Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Panther are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.
5.2 Payment Methods. Except for Panther’s role as a limited payment agent for Contractors as set forth in Section 6.4, Panther does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Panther partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Panther is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. Panther also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. Panther does not charge Contractors any fees for payments processed through the Platform regardless of payment method., however, Panther is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.
By using any payment method and providing payment information to Panther or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.
All payment services, including withdrawal services will be provided by Panther’s Payment Service Provider.
5.4 Payment Service Providers. If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Panther.
6.1.1 Contract Dashboard. Users can use the Platform to create and manage Contracts. Each Contract is assigned a unique Contract ID. Users can organize Contracts on the Panther dashboard according to Contract type, execution status, Client, Contractor and ID.
6.1.2 Contract Templates. Panther provides Users with three Contract templates (“Templates”):
6.1.3 Contract Generation. Users can set contract terms by selecting from pre-set parameters using Panther’s Contract generation tool. Parameters include Client and Contractor names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.
6.1.4 Contract Execution. Users can use Panther’s secure e-sign functionality to execute agreements. Contracts executed on Panther are legally binding.
6.1.5 Pre-Existing Agreements. Users can also use the Panther dashboard to upload and manage agreements created and executed by Clients and Contractors outside the Platform. Users can extract parameterized terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface.
6.1.6 Contract Management. Users can securely store and manage multiple Contracts in their Accounts organized by type, counterparty, and completion status. Users can limit access to Contracts and Contract information to specific persons, companies, or groups. Users can track each Contract according to Client approval status and payment status. Users may also modify or terminate Contracts through the Platform.
6.2.1 Reversals and Disputes. Clients should not initiate payments until Contractors have met the acceptance criteria or other requirements detailed in a Contract. Except to satisfy the compliance obligations set forth in Section 5.3, Panther cannot reverse payments or withhold funds from Contractors, and cannot cause Payment Service Providers to reverse payments or withhold funds from Contractors once funds have been received by Panther or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Contractor or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Contractor or with the relevant Payment Service Provider. Panther will not adjudicate payment or Contract disputes between Users regardless of payment method or Contract status under any circumstances, and Users are solely responsible for dispute settlement. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement.
6.2.2 User-Initiated Contract Cancellation. If a Client owes outstanding payments to a Contractor after completion of work, or if a Client is dissatisfied with the service provided by a Contractor, the Client or Contractor may initiate cancellation of the Contract through the Panther dashboard. Cancellation of a Contract through the Panther dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality or validity of a Contract. The Services record the initiator of, and the time and date of the cancellation. If you delete a Contract, the deleted Contract and all Content therewith will immediately become inaccessible to other Users, after which we will permanently delete the Contract from our servers. Users may not initiate or request payment for services related to or alter the status of a Contract after it has been cancelled.
6.2.3 Contract Cancellation by Panther. Panther may cancel a Contract in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. Panther may also cancel a Contract if a User is no longer a Panther Accountholder in good standing. Please contact us if you believe a Contract or another User is in violation of these Terms.
6.3.1 Form and Invoice Generation. We use User data to generate required tax documents for Users. For Clients and Contractors in the United States, we automatically generate forms W9, W-8BEN and W-8BEN-E (“Forms”) to be dated and signed by the Contractor. We do not guarantee that information on any Form generated by the Platform is accurate or correct, or that Users have selected the appropriate Form for the type of tax return they submit. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using Panther to generate and sign Forms, you represent and warrant that the information you have provided is accurate and complete, and specifically to the terms of Section 8 regarding electronic signatures.
We use a third-party service to enable you to file your 1099 at the end of each tax year. Fees for filing are set forth at [insertdomain].
We also generate and submit invoices to Clients on behalf of Contractors when payment is due. Contractors may also use Panther to automatically submit invoices for recurring services, or schedule delivery of invoices according to project milestones set for in Contracts.
6.3.2 Tax Compliance Services and Related Disclaimers for Clients.
Certain Clients may choose to use the “Tax Compliance Services” portion of the Services, as described more fully on the tax compliance page. If you use the Tax Compliance Services, you agree to the terms of this subsection 6.3.2.
Panther does not provide tax, legal or accounting advice to Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable U.S. tax laws. If you have questions after reviewing the Forms we generate and other tax withholding rates, or any other tax information provided by Panther or the Internal Revenue Service (“IRS”), you should consult your own tax, legal or accounting advisors prior to completing or submitting a Form or paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Contractor.
Information regarding tax withholding rates calculated by Panther and provided to you through the Tax Compliance Services is dependent on accurate and truthful information regarding Users and their situation or circumstances. Panther will in no way be liable to you or any third party (including but not limited to any taxation authority) for any losses or penalties, pecuniary or otherwise, arising from a User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation or employment status in any manner.
Information regarding tax withholding rates calculated by Panther and provided to you is further dependent on your specific business circumstances and tax form settings you provide to Panther, the income type provided by Clients in payments to Contractors as well as any other tax-related information. Users may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled, in addition to the payment amount indicated in an invoice. Users agree that they are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to them. You also agree that the amount of any invoice, and any fees you owe for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.
Specifically, if you are a Contractor and use the Tax Compliance Services, you acknowledge and agree to the following (the “Contractor Tax Compliance Obligations”):
Panther will in no way be liable to you, any taxation authority, Client, or any third party for any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to these Contractor Tax Compliance Obligations.
6.4. Appointment of Panther as Payment Agent
Contractors hereby appoint Panther as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.
Contractors agree that payment received from Clients by Panther will be considered the same as payment made directly to Contractors, regardless of whether Panther remits or fails to remit the payment to Contractors. Contractors also authorize Panther in its role as Payment Agent to:
In accepting appointment as Payment Agent, Panther assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, Forms, or these Terms of Service, failure by Contractors to provide the Services in accordance with Contracts, or failure by Clients to make payments owed to Contractors, and Contractors understand that Panther’s obligation to pay Contractors is subject to and conditional upon Panther’s actual receipt of payment from Clients. Contractors further authorize Panther to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, Panther will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Contractors represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Contractors will be satisfied upon receipt of payment by Panther (or its Payment Service Provider, as applicable), and Panther (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that Panther (via its Payment Service Provider) does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against Panther, and not Clients. Contractors agree that Panther may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that Panther may deem necessary or prudent.
6.5. Payments to Contractors. Clients may pay Contractors in any of Panther's supported currencies. Unless Client instructs Panther otherwise, Client will be charged in the currency indicated on the applicable Contract, in the event a Client elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to Panther and the maturity of the forward will be selected based on payment date of the relevant Contract with such Contractor. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Client before the Client completes the payment. Contractors may elect to be paid in any one of Panther's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Contractor.
6.6 Ownership of Deliverables. Except as set forth in any Contract or statement of work between the Contractor and Client, Contractor agrees to grant all copyrights and all other intellectual property rights to the work and deliverables delivered to Clients in connection with Contracts (“Deliverables”), and the Contractor waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under the U.S. Copyright Act. If Deliverables do not meet the requirements of work-for-hire or when the US Copyright Act does not apply, the Contractor will expressly agree to assign to Client the copyright to the Deliverables. All transfer and assignment of intellectual property to Client will be subject to full payment pursuant to the relevant Contract terms. Clients may not use the Deliverables if payment is not made in full or the Contract is cancelled for any reason. Notwithstanding the foregoing, for custom Deliverables (such as artwork, design work, report generation, etc.), the Deliverables will be the exclusive property of the Client, and the Contractor assigns all rights, title and interest in the Deliverables to the Client. Contractors further confirm that whatever information they receive from the Client that is not in the public domain, will be kept confidential and will not be shared or used for any purpose whatsoever other than for the delivery of the Deliverables or performance of services for the Client pursuant to the Contract.
By creating an Account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Services even after you have opted out of receiving marketing communications.
You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and Panther or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.
You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.
We may provide notices regarding activity and alerts electronically through your Account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, Contracts, Forms, invoices and other documents. Administrators and Users may elect to not receive certain notices through via text or SMS, but this will limit the use of certain Services.
You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
Contact us immediately via email to firstname.lastname@example.org if you are or believe you are having problems receiving Notices.
From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to make keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.
You, or the Business, as applicable, have all right, title and interest in the User Contributions you submit. Except as otherwise agreed in any Consultant Services Agreement, by submitting any User Contributions, you grant Panther and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Contributions on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants Panther any right, title or interest in any intellectual property rights of Client. Panther shall not use any name or logo of Client in any marketing or advertising materials without Client’s prior written consent.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback will become the sole and exclusive property of Panther, and Panther may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. You hereby assign to Panther any and all right, title and interest to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.
Our Services may contain links to third-party websites or services that are not owned or controlled by Panther. Our Services may also allow you to import or interface with third-party applications or services.
Panther has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee that the offerings of any of these third-party, their services, or their websites.
You acknowledge and agree that Panther will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.
We strongly advise you to read the terms of service and privacy policies of any third-party web sites or services that you visit or interact with.
We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of Panther; (iv) termination, suspension or expiration of any Consultant Services Agreement for any reason, as applicable, or (v) failure to make payment in accordance with the terms hereof or any Consultant Services Agreement. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.
We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at email@example.com. Following such request, Panther shall close your Account as soon as reasonably practicable.
Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, the following sections: Appointment of Panther as Payment Agent, Ownership of Deliverables, Intellectual Property, Feedback, Indemnity and Limitations of Liability, Disclaimers, Limitation of Liability; Arbitration and Class Action Waiver; and Confidentiality.
Panther is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.
Panther assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that Panther's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon Panther's actual receipt of payment from the Client.
You agree to defend, indemnify and hold harmless Panther its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.
You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.
Panther is not a law firm and is not permitted to engage in the practice of law. Panther employees do not act as your attorney or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on Panther are made available to you for informational purposes only and are not a substitute for the advice of an attorney and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.
The Platform provides Templates, Forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is comprised of a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients and is not intended to be comprehensive of matters specific to your circumstances.
At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.
Panther and the Services are not a substitute for the advice of an attorney. Although Panther takes every reasonable effort to ensure that the Templates, Forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on the Platform is not legal advice and is not guaranteed to be correct, complete or up to date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Panther cannot guarantee that all the information on the Platform is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.
The Platform contains links to other compliance resources. We provide these links to help you identify and locate other resources that may be of interest to you and are not intended to state or imply that Panther sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. Any third-party information contained on the Platform or on sites we link to is from sources we believe to be reliable, but which we have not independently verified.
Panther is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. Your use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.
Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.
Panther makes no express or implied warranties or representations, and Panther has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.
YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER PANTHER NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
PANTHER AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including personally identifiable information provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Panther, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
IN NO EVENT WILL PANTHER, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.
19. Governing Law.
These Terms will be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.
You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in Tampa, Florida, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Panther are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Panther will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of Panther. All User Contributions added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that Panther may use any data received from the User (including but not limited to User Contributions) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.
Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration. The relationship between Client and Panther is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these or Terms of Service. You can contact our Customer Support team by submitting a request here. Panther may communicate with you via email or other channels regarding your Account, Platform system updates, and other issues related to your Account.
You may contact us regarding the Services or these Terms by US mail at: Panther Global, Inc., 2261 Market Street #4094 San Francisco, CA 94114, or via email to firstname.lastname@example.org.
1.1 Service Provider shall provide to Customer the services (the “Services”) set out in one or more statements of work to be issued by Customer and accepted by Service Provider (each, a “Statement of Work”). The initial accepted Statement of Work is attached hereto as Exhibit A. Additional Statements of Work shall be deemed issued and accepted only if signed by an authorized representative of the Customer and of Service Provider.
1.2 For purposes of providing the Services under these Terms, Service Provider may contract with a third party which will serve as Customer’s employer of record (“Employer of Record”) as is necessary to permit Customer to employ individuals in countries other than Customer’s primary place of business, as is further described in each Statement of Work. Customer is and always will be designated as the work site employer and agrees that Employer of Record is a co-employer for purposes of carrying out the Services described in each Statement of Work. Customer’s employees are referred to as Work Site Employees (WSEs) throughout these Terms.
1.3 With regard to the contractual relationship between Customer and Service Provider, Customer agrees and acknowledges that, notwithstanding Service Provider’s, or Employer of Record’s as is applicable, signing an employment agreement with any WSEs, for purposes of these Terms and as between the parties, Customer (and not Service Provider) will be considered to be an employer of any WSE for purposes of any claims, including for claims of discrimination involving disability, race, sex, sexual harassment, religion, color, age, national origin, marital status, veteran status, retaliation, or for any other claim pursuant to any local, state or federal law regulation, unless the action is taken by Customer at the direction of Service Provider pursuant to a written corporate policy, procedure, or corporate direction that is unlawful under an applicable local in-country law.
2.1 Have sole responsibility for the day-to-day control and supervision of WSEs, as well as hiring, firing, disciplining, or promoting WSEs.
2.2 Properly classify employees as exempt or non-exempt under applicable wage and hour laws.
2.3 Maintain accurate records regarding time worked by WSEs and timely transmit compensation payment information to Service Provider for each workweek on a weekly basis including:
(i) wages, including whether salaried or hourly, and regular rate of pay;
(v) vacation pay;
(vi) sick pay;
(vii) paid time off;
(viii) paid leaves of absence; and;
(ix) severance payments;
2.4 Timely report to Service Provider any changes in its workforce, such as employees hired or terminated, and any changes in salary, hour, wages, or other compensation.
2.5 Provide and administer employee benefits not provided by Employer of Record, including all equity compensation plans, programs, and arrangements that provide for grants of stock options, restricted stock, performance awards, or other similar awards.
2.6 Maintain licenses that may be required of any WSEs.
2.7 Provide a safe work environment, in compliance with all applicable safety laws and regulations, and timely report any work-related injuries to Service Provider.
2.8 Provide to Service Provider financial assurance for Customer’s Payroll Obligations (defined below) in the form of a deposit in an amount equal to one-month payroll, employer payroll tax and any direct and indirect costs related to payroll for one month’s average payroll, as further described in the applicable Statement of Work (the “Deposit”). Employer of Record will retain the Deposit to guarantee performance by Customer of all Payroll Obligations for WSEs. If Customer should fail to pay Service Provider any amounts when due, Service Provider may apply the Deposit to the amount due. If any portion of the Deposit is so used or applied or if Customer’s Payroll Obligations increase, then within two (2) days after Service Provider gives Customer written notice, Customer shall deposit with Service Provider cash in an amount sufficient to replenish the Deposit to the original amount or the original amount plus Customer’s increased monthly Payroll Obligations, as is applicable. Should Customer fail to provide, within ten (10) business days of Service Provider’s request, the full amount of (i) the replenishment of applied amounts or (ii) additional financial assurance, Service Provider may immediately terminate these Terms without liability or further obligation. Any unapplied amounts of such Deposit will be returned to Customer within sixty (60) days of the effective date of termination or expiration of these Terms.
3.1. Service Provider shall provide the Services, or cause the Services to be provided, either directly or via the Employer of Record, as described on each Statement of Work, in a timely, workmanlike, and professional manner, which may include, without limitation:
(a) Employer of Record (“EOR”) Services. The Services to be delivered under this Agreement include EOR services in foreign (i.e., non-United States) countries, provinces or states where applicable by law by which Service Provider, or a third-party Employer of Record, as is applicable, will serve as the legal employer of record as applicable in each specified jurisdiction. Customer agrees to provide Service Provider with accurate job titles for all employees, including to ensure that any local in-country employment restrictions for roles that are required to be filled by local nationals are not violated. Customer agrees that it will not directly employ or contract with any local national, or attempt to do so, in any country that is the subject of this Agreement; provided that, for clarity, this sentence shall not restrict Customer from engaging third parties on a contract basis for project-based work, in a non-employment capacity. Customer further agrees that it will not engage any other provider of EOR services in any country from which Provider is providing the Services to Customer under this Agreement during the term of this Agreement. Customer’s breach of this provision may result in immediate termination of the Agreement by Service Provider for cause.
(b) Payroll. Service Provider shall pay all wages, as reported by Customer, to WSEs through Service Provider's payroll, including the following from which Service Provider will make all required deductions and withholdings under applicable federal, state, international, and local laws: (a) salary or other base pay; (b) commission; (c) bonuses; (d) overtime pay; (e) vacation pay; (f) sick time pay; (g) paid time off; (h) paid leaves of absence; and (i) severance (collectively, “Payroll Obligations”).
(i) Customer acknowledges that in some countries health insurance coverage is required per local country regulations and requirements. Where required, Customer will offer coverage that is legally compliant through Service Provider or will provide Service Provider with satisfactory proof of such coverage.
(ii) Service Provider may, from time to time, make available employee benefit plans for adoption by Customer and benefits administration services as outlined in and at the rates set forth on a Statement of Work with respect to Customer's own employee benefit plans (collectively, the “Benefits”). Unless Customer elects to participate in the Service Provider employee benefit plans or selects Service Provider's benefits administration services as on a Statement of Work, all employee benefit plans and programs sponsored by Customer, regardless of whether they provide benefits to the WSEs, will be the sole responsibility of Customer.
(iii) If Customer chooses to become a participating employer in any Service Provider employee benefit plan, coverage of WSEs by such plan will be subject to the terms and conditions of such plan and to such modifications as may occur to such plans. Customer agrees, once coverage is made effective, that such coverage remains effective for a period of one year unless earlier terminated in accordance with this
(iv) As a condition to participation in the Service Provider's group health plan, Customer agrees to cooperate fully with the Service Provider and its group health plan insurer with respect to completing any applicable underwriting questionnaire, to the extent permitted by law. If Customer adopts Service Provider's group health plan for its employees, including WSEs, Service Provider agrees to assume responsibility for the current COBRA participants on Customer's group health plan in effect as of the Effective Date (current COBRA participants), to the extent such COBRA participants have been listed by Customer on the applicable Statement of Work and provided current COBRA participants were eligible for coverage under Customer's plan in accordance with federal law. Should Customer at any time obtain any form of group employee benefit coverage from an insurance carrier, another employee leasing company/professional employer or otherwise, which will provide group health coverage to any of its employees, Customer will assume full responsibility for the continuation of coverage under COBRA for the current COBRA participants in addition to any employees who may elect COBRA coverage under Service Provider's plans during the term of this Agreement, for the remainder of their COBRA eligibility period. Customer agrees that upon termination or expiration of this Agreement, Customer will immediately replace the Service Provider group health plan in which Customer was a participating employer with group health plan coverage for Customer's employees, including the former WSEs. Should Customer not obtain group health coverage immediately upon termination or expiration of this Agreement for any reason, Customer will pay to Service Provider each month or partial month the sum of FIVE HUNDRED DOLLARS ($500) per COBRA participant under Service Provider's employee benefit plans. Such fee will also be applicable to each family member/dependent of such WSE who is receiving COBRA benefits through Service Provider where the former WSE is not receiving COBRA benefits and is in addition to the premium payment payable by the applicable employee and/or family member/dependent. Customer acknowledges that this amount represents a reasonable estimation of fees to cover Service Provider's expense in extending continued health care coverage to the WSEs and COBRA participants and is not a penalty. Nothing in this provision will be construed or interpreted as precluding or limiting Service Provider's right to pursue damages arising as a result of Customer's failure to obtain and provide group health coverage as set forth herein.
3.2 While on Customer’s premises, Service Provider will comply with Customer’s reasonable workplace safety and physical security processes and procedures for contractors that have been provided in writing in advance and acknowledged in writing by Service Provider before entering into a Services transaction. The terms of any such policy or procedure for contractors will not modify the terms of a Services transaction or alter the scope of any agreed Service.
3.3 Notwithstanding any other term herein, Service Provider will comply (and will cause its subcontractors and affiliates to comply ) with laws applicable to Service Provider in its role as a service provider to Customer (and not as an employer of WSEs) to the extent relating to Service Provider’s performance of Services; and Customer has the right to rely on any guidance that Service Provider provides to Customer pertaining to such laws, so long as Customer adheres to such guidance with respect to such laws. Customer will comply with laws applicable to Customer’s business to the extent relating to the performance of Customer’s obligations and receipt of Services. Unless otherwise expressly agreed in a Statement of Work and as permitted by applicable law, Service Provider is not performing Customer’s regulatory or management obligations, including the identification and interpretation of laws and regulations applicable to Customer’s business.
4.1 In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the service fees set out in the applicable Statement of Work (the “Service Fees”). Payment to Service Provider of such fees and the reimbursement of Expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within thirty (30) days of receipt by the Customer of an invoice from Service Provider.
4.2 By the fifth (5th) of each calendar month, Customer shall pay Service Provider an amount equal to Customer’s Payroll Obligations, cost of Benefits, foreign exchange fees, and any tax obligations related thereto, as further described on the applicable Statement of Work (collectively, the “Monthly Payroll Obligations”).
4.3 Customer shall reimburse Service Provider for all reasonable expenses incurred in accordance with the Statement of Work (“Expenses”), within five (5) days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation.
4.4 Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider's income, revenues, gross receipts, personnel, or real or personal property or other assets.
4.5 Customer shall pay a charge of two hundred fifty US dollars ($250) per day for each late payment. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Each ACH, SEPA, check or reverse wire fee for insufficient funds will be billed at five hundred US dollars ($500) plus ten percent (10%) of the outstanding invoice total and will be due immediately upon Customer’s receipt of notice of such fee. An unpaid balance will also be subject to periodic charge equal to the lesser of (i) one and one-half percent (1.50%) per calendar month, or portion thereof and (ii) the maximum amount permitted by applicable law, until paid in full. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts when due hereunder.
4.6 If Panther undertakes steps to serve as the legal employer of record of an individual identified by Customer on a Statement of Work and such individual is not engaged as an employee for any reason, other than Panther’s actions or failures to act (“Failed Onboarding Breach”), Customer shall pay Panther $1,000 (“Liquidated Damages”). The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The Parties acknowledge and agree that the Panther's harm caused by a Failed Onboarding Breach would be impossible or very difficult to accurately estimate at the time of contract, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Failed Onboarding Breach. Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, Panther may, without notice to Customer, set off or recoup any Liquidated Damages owed by Customer against the Deposit.
5.1 Service Provider warrants that it shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
(b) Using personnel of commercially reasonable skill, experience, and qualifications.
(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach of this warranty shall be as follows:
(a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than 30 days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with 8.2.
(b) In the event the Agreement is terminated pursuant to 5.2(a) above, Service Provider shall within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis and less the Deposit.
(c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 30 days after delivery of such Service or Deliverable to Customer.
5.3. SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6.1 Customer is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the documents, work product and other materials that are delivered to Customer under this Agreement or prepared by a WSE in the scope of its employment with Service Provider (collectively, the “Deliverables”), including all Intellectual Property Rights therein. Service Provider agrees that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for Customer. To the extent that any of the Deliverables do not constitute a "work made for hire", Service Provider hereby irrevocably assigns to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. “Intellectual Property Rights” shall mean all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, and derivative works.
6.2 Service Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. Service Provider hereby grants Customer a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicenseable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Customer's receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by Service Provider. “Pre-Existing Materials” means all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Service Provider in connection with performing the Services, in each case developed or acquired by the Service Provider prior to the commencement of this Agreement.
6.3 Customer and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein. Service Provider shall have no right or license to use any Customer Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Customer. All other rights in and to the Customer Materials are expressly reserved by Customer. “Customer Materials” means any documents, data, know-how, methodologies, software, and other materials provided to Service Provider by Customer.
From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party, or such Party’s affiliates and subcontractors (such as the Employer of Record) (collectively, as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 10 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, “Receiving Party's Group” shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated pursuant to 8.2 or 8.3.
8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
(d) Is dissolved or liquidated or takes any corporate action for such purpose.
(e) Makes a general assignment for the benefit of creditors.
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
8.3 Notwithstanding anything to the contrary in 8.2(a), Service Provider may terminate this Agreement on written notice if Customer fails to pay any amount when due hereunder and such failure continues for fifteen (15) days after Customer's receipt of written notice of nonpayment;
8.4 Notwithstanding anything to the contrary in 8.2(a), Service Provider may terminate this Agreement for any reason, or no reason, upon sixty (60) days’ advance written notice to Customer;
8.5 The rights and obligations of the Parties set forth in this 8.5 and in Sections 5, 6, 7, 9, and 13, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9.1 IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
9.2 IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
During the term of this Agreement, Customer shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability in a sum no less than $1,000,000, commercially reasonable amounts of personal property insurance and workers’ compensation insurance with financially sound and reputable insurers. Upon Service Provider's request, Customer shall provide Service Provider with a certificate of insurance from Customer's insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Service Provider as an additional insured. Service Provider shall provide Customer with twenty (20) days' advance written notice in the event of a cancellation or material change in Service Provider's insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Service Provider's insurers and Service Provider.
This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this 12.
Notice to Customer:
Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]
Notice to Service Provider:
2261 Market Street #4094 San Francisco, CA 94114
Attention: Chief Executive Officer, Matthew Redler
13.1 Customer, does hereby agree to indemnify, hold harmless, protect and defend Service Provider, and all of Service Provider's subsidiaries, affiliates subcontractors (including an Employer of Record), and related entities, and their respective former, current and future shareholders, employees (excluding the WSEs), attorneys, officers, directors, agents and representatives (“Service Provider Indemnified Parties”) from and against any and all claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, causes of actions, costs and expenses (including reasonable attorney's fees and expenses at all levels of proceedings), administrative fines, losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort (collectively, “Losses”), incurred by the Service Provider Indemnified Parties that may be asserted or brought against any Service Provider Indemnified Party by a third party and/or public administration, including but not limited to data protection authorities, arising out of or related to Customer’s gross negligence, willful misconduct, or breach of this Agreement. Without in any way limiting the foregoing, Customer agrees to indemnify, hold harmless, protect and defend Service Provider and all Service Provider Indemnified Parties against any and all aspects of the employment of WSEs, or the termination of employment of such WSEs, including claims relating to any of the following: (i) any violation of applicable laws protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of WSEs by Customer or its affiliates; (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any WSE; (iv) employee pension or other benefits of any WSEs; and (v) other aspects of the employment relationship of WSEs with Customer or its affiliates or the termination of such relationship, including claims for unfair, wrongful discharge, and/or constructive dismissal and claims for breach of express or implied employment agreement, and claims for workers’ compensation; except, in each case under this paragraph, to the extent resulting from (A) the actions or omissions of Service Provider, or (B) the failure of Service Provider to comply with its obligations under this Agreement.
13.2 Service Provider hereby unconditionally indemnifies, holds harmless, protects and defends Customer and its shareholders, employees, attorneys, officers, directors, agents and representatives (“Customer Indemnified Parties”) from and against any and all Losses, that may be asserted or brought against Customer Indemnified Parties by a third party arising out or resulting from Service Provider’s gross negligence, willful misconduct, or material breach of this Agreement. The aggregate amount of all Losses for which Service Provider shall be liable pursuant to Section 12.2 shall not exceed the aggregate amounts paid or payable to Service Provider pursuant to this Agreement in the six (6) months preceding the event giving rise to such claim.
Throughout the term of this Agreement and at all times in connection with its actual or required performance of the Services hereunder, the Parties shall perform its respective obligations hereunder in accordance with the data processing requirements set out in Exhibit B.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this 18 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service Provider's assets without Customer's consent.
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
Customer grants to Service Provider a limited, non-exclusive, non-transferable (except as provided in Section 18), non-sublicensable, and royalty-free license during the Term to those of Customer's Marks on Service Provider’s website https://www.panther.co, and any other website owned by Service Provider related to the Services, and to identify Customer as a customer of Service Provider. “Marks” shall mean any trademark, trade name, service mark, design, logo, domain name, or other indicator of Customer’s business.
The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Customer's final approval and shall be subject to the Customer's general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The Parties hereby designate the Service Provider Indemnified Parties and the Customer Indemnified Parties as third-party beneficiaries of Section 13, having the right to enforce Section 13.
This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in the courts of the State of Delaware sitting in the City of Wilmington, County of New Castle, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Delaware sitting in the City of Wilmington, County of New Castle. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in 12, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, pandemics, epidemics, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Notwithstanding the foregoing, if any terms and conditions contained in this Agreement or any Statement of Work hereof conflict with any terms contained in the Company’s Terms and Conditions for Services located on Service Provider’s website (https://www.panther.co/), this Agreement and applicable Statements of Work will govern.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.
Panther Global, Inc.
Name: Matthew Redler
Title: Chief Executive Officer
Customer requires PANTHER to provide “Employer of Record” (EOR) services for CUSTOMER’s Customer’s workforce in certain countries in which Customer does not have a business entity. The currently identified countries and the anticipated full-time employee count is outlined below:
A. Average Monthly Payroll Obligation. Total $______
(i) Payroll: $_________
(ii) Local Employer Liability: See above chart for amount per WSE
a. This fee covers Panther’s bundled rate for all In Country and Local Taxes, Workers’ Compensation Premiums, and Employer Tax Fees. The calculation for the Local Tax/Country Burden Fee is as follows: Monthly Gross Wages * Local Tax Burden % Fee for Country
b. The Local Employer Liability is applied to all taxable wages and allowances. This covers all required employer tax requirements, statutory benefits payments, pension contributions and liabilities per country.
(iii) Optional Private Benefits: $_________
Customer CUSTOMER will be billed for health insurance premiums in advance of each period of coverage. If WSEs have contributions which are required to be credited back to CustomerCUSTOMER, credits will be credited back to the Customer CUSTOMER on the following pay cycle after collected from WSE.
(iv) FX Fees: See above chart
Cash deposit in an amount equal to one month payroll, employer payroll tax and any direct and indirect costs related to payroll for one month’s average payroll, which will be held in a non-interest-bearing account by Provider. Deposits will be returned on a pro rata basis within 60 days of the last day of employment of the relevant employee.
(i) Deposit Amount. $________________
C. Service Fees. $_____________. Annual Service Fee due on _________.
Panther Global, Inc.
Name: Matthew Redler
Title: Chief Executive Officer
1. The Parties, as established in Section 14 of the Agreement, commit to act as data controllers and guarantee that they will observe the safeguards and requirements of the applicable data protection laws ("Data Protection Laws") in the processing of WSE's personal data ("Data") in the context of the performance of the Services. For the purposes of the Agreement, Data Protection Laws shall be understood as comprising the relevant applicable laws and, at least, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("GDPR"), as well as all decisions, opinions, instructions, guidelines, resolutions issued by the relevant data protection authorities.
2. The Parties hereby warranty they shall:
2.1 abide by all information duties towards WSEs ("Data Subjects"), irrespective of the Data being collected from the latter or not;
2.2 obtain the relevant consents for the processing of the Data, in particular as they refer to any potential international transfer of the Data that may be necessary for the provision of the Services;
2.3 process the Data solely for the purposes and within the limits contained in the Agreement;
2.4 as required by the Data Protection Laws, implement administrative, physical and technical safeguards to protect the Data that are no less rigorous than accepted industry practices and will immediately (in any event no later than 24 hours after being aware) notify each other in the event of any security breach and use best efforts to immediately remedy such breach and cooperate as required by the other Party;
2.5 assist the other Party in keeping adequate and updated records of the processing activities carried out on the Data;
2.6 ensure the rights of the Data Subjects and shall communicate and cooperate with each other in relation to any exercise of the Data Subjects' rights;
2.7 ensure that appropriate agreements in accordance with the Data Protection Laws are in place with any data processor that processes personal data on their behalf;
2.8 ensure that all employees involved in the data processing respect the confidentiality of the data in accordance with the Data Protection Laws during and after termination of the employment relationship. For this purpose, each controller shall instruct its employees in the relevant data protection provisions and commit them to data secrecy;
2.9 inform each other immediately and accurately if they find any errors, infringements or discrepancies in connection with statutory data protection laws during the inspection of work results, processing activities or other occasions
3.0 Customer shall:
3.1 process the Data only as required and instructed by Service Provider for the provision of the Services, refraining from using the Data for any purpose other than the performance and use of the Service;
3.2 notify in advance of the use of any data processor that is located outside of the European Economic Area. Customer shall inform Service Provider in good time of any intended change regarding the involvement or replacement of data processors;
3.3 indemnify, hold harmless, protect and defend Service Provider and the Employer of Record, assuming all liability, against and all claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, causes of actions, costs and expenses (including reasonable attorney's fees and expenses at all levels of proceedings), administrative fines, losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort that may be asserted or brought against the Service Provider and/or the Employer of Record by a third party and/or public administration, in particular any data protection or privacy authorities, arising out of Customer’s negligence, willful misconduct, breach of this Agreement, or conduct that leads to the generation of liabilities of any kind against the Service Provider.
4 Notwithstanding the above, Service Provider shall be considered responsible for any data protection claim filed by the WSE and/or any third party either before data protection authorities or courts, based on infringements of applicable data protection laws arising out of Service Provider's course of action, and Customer shall be considered responsible for any data protection claim filed by the WSE and/or any third party either before data protection authorities or courts, based on infringements of applicable data protection laws arising out of Customer's course of action.