1. DIGITAL SIGNATURE AND COMMUNICATIONS

2. ACCEPTANCE OF ESCROW INSTRUCTIONS

4.1 RELEASE OF FUNDS TO FREELANCER

1. Client affirmatively selects the option to release project funds for a Milestone or Service Contract to Freelancer.
2. Client does not take any action for 14 calendar days from the date of Freelancer’s Release request, in which case Freelancer and Client agree that Upwork Escrow is authorized and instructed to immediately release to Freelancer the amount associated with the applicable Milestone in connection with such Release request.
3. Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Upwork Escrow at legalnotices@upwork.com requesting a Release to Freelancer Escrow Account, and Upwork Escrow has agreed to the Supplemental Escrow Instructions.
4. Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the Dispute Assistance Program, and Freelancer has agreed to Arbitration and submitted its Arbitration Payment.
5. Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Freelancer or to the extent the award is in favor of Freelancer.
7. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Freelancer, in whole or in part, to the extent required by the order.
8. A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies.

4.2 RELEASE OF FUNDS TO CLIENT

1. Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and project funds for a Milestone or the Service Contract are held in Escrow.
2. Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Upwork Escrow at legalnotices@upwork.com requesting a Release to the Client Escrow Account, and Upwork Escrow has agreed to the Supplemental Escrow Instructions.
3. Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account.
4. Freelancer has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.
5. Freelancer has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Client shows that Freelancer has failed to render services in a professional and workmanlike manner in accordance with the professional experience represented by Freelancer to Client.
7. Client shows that Freelancer has taken more than 7 days to respond to Client communications relevant to the Work Product.
8. Freelancer failed to deliver Work Product to Client within the timeframe agreed upon with Client and did not provide a minimum of 24 hours' advance notice to Client in the event Freelancer was unable to meet the deadline.
9. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Client or to the extent the award is in favor of Client.
10. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.
11. A condition to release funds to Client described elsewhere in these Escrow Instructions applies.
12. For Service Contracts entered through Project Catalog, Client has failed to respond to a request for project requirements within 48 hours, at which point any funds in escrow will be released to Client and the contract will be closed.

4.3 DORMANT ENGAGEMENTS

1. Upwork will notify Client when the Fixed-Price Contract becomes Dormant.
2. If the Client does not take any action within 7 calendar days after the Dormant Date and notification, Upwork will notify Freelancer that the Fixed-Price Contract is Dormant (“Freelancer Notice of Dormant Engagement”).
3. If Freelancer submits a Release request within 7 calendar days after the Freelancer Notice of Dormant Engagement and Client does not take any action for 14 calendar days from the date of the Release request, Freelancer and Client authorize and irrevocably instruct Upwork Escrow to immediately release to Freelancer the amount related to the Milestone with the Release request.
4. If neither Freelancer nor Client take any action for 7 calendar days after the Freelancer Notice of Dormant Engagement, Freelancer and Client authorize and irrevocably instruct Upwork Escrow to immediately release escrow funds to the Client Escrow Account.

4.4 REFUNDS AND CANCELLATIONS

4.4.1 REFUNDS AND CANCELLATIONS BY FREELANCER

4.4.2 CANCELLATIONS BY CLIENT

4.5 VIOLATION OF UPWORK TERMS OF SERVICE OR LAW

5. INSTRUCTIONS IRREVOCABLE

6. DISPUTE ASSISTANCE PROGRAM

6.1 DISPUTE OF FUNDS IN ESCROW

1. Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have been released in order to be eligible for the Dispute Assistance Program under this Section. Disputes over funds that have been released from Escrow may be eligible for the Dispute Assistance Program described in Section 6.2.
2. Initiating A Dispute: Clients have the option to release partial milestone payments or request an Escrow refund. In turn, Freelancers and Agencies may initiate an Escrow Dispute when a Client fails to release a Milestone payment, releases a partial milestone payment, request an escrow refund, or ends the project with an escrow balance, despite any purported delivery of work. More information on how to file a dispute on active or ended contracts can be found here

3. Notice of Escrow Dispute: Once a dispute has been filed, Client will be notified of the Escrow Dispute on the platform ("Notice of Escrow Dispute"). The Notice of Escrow Dispute will request information and supporting documentation from Client.
4. Lack of Participation: Client must respond to the Notice of Escrow Dispute within 5 calendar days. If Client does not timely respond to the Notice of Escrow Dispute, Client and Freelancer agree that the lack of timely response acts as an irrevocable authorization and instruction to Upwork Escrow to release the funds in Escrow from Client to Freelancer.
5. Non-Binding Assistance: After Client responds to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and known information available on the Site that pertains to the dispute. The Escrow Disputes Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Escrow Disputes Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.
6. Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Client and Freelancer that both Client and Freelancer agree to in writing, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute ticket.
7. No Resolution: If no resolution of the Escrow dispute has been reached within 14 calendar days of the Notice of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in Section 7 below.

6.2 DISPUTE OF FUNDS RELEASED

1. Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that funds in Escrow have been released to the Freelancer in order to be eligible for the Dispute Assistance Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30 days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance Program.
2. Initiating Dispute Mediation:
   1. Requesting a Refund: Clients may initiate Dispute Mediation for disputes over funds that have been released from Escrow by requesting a refund on the platform. If the Freelancer rejects the request for a refund, grants a partial refund that is subsequently rejected by the Client, or takes no action, the dispute will be referred to the Dispute Assistance Program. More information on how to file a dispute on active or ended contracts can be found here.
   2. Contacting Support: In addition to the above method, any User may contact Upwork Support for assistance initiating Dispute Mediation.

3. Notice of Dispute Mediation: Once a dispute has been initiated, the Upwork Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Freelancer of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Freelancer must respond to the Notice of Dispute Mediation within 5 calendar days.
4. Non-Binding Assistance: Once both Client and Freelancer respond to the Notice of Dispute Mediation, the Dispute Mediation Team will review the documentation submitted and any information available on the Site that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.
5. Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a resolution between Client and Freelancer, and if Client and Freelancer agree in writing to the resolution, the Dispute Mediation Team will send the applicable party instructions on transferring payment, if any, to an Escrow Account. By agreeing in writing to the resolution, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in the closure of the Dispute Mediation ticket.
6. No Resolution: If no resolution of the dispute has been reached within 14 calendar days of the Notice of Dispute Mediation, or if the Dispute Mediation Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Dispute Mediation Team will issue a “Notice of Non-Resolution,” and the dispute will be referred to Arbitration, as set forth in Section 7 below.

7. ARBITRATION

7.1 ARBITRATION INITIATION PROCEDURE

1. Notice of Arbitration Demand: Client and Freelancer have 7 calendar days after receiving the Notice of Non-Resolution to notify Upwork via a dispute ticket of their intent to initiate Arbitration and to submit payment. The Upwork Dispute Team will then provide a “Notice of Arbitration Demand” to both Client and Freelancer and provide the Dispute Parties with information on how to submit Client’s or Freelancer’s applicable portion of the costs of Arbitration (the “Arbitration Payment”).
2. Upwork Escrow Disputes:
   1. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the matter to Arbitration or do not make the Arbitration Payment within 7 calendar days of the Notice of Non-Resolution, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Client’s primary payment method on file. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to enforce their contractual rights, Upwork may provide contact information on file for Client or Freelancer, consistent with Upwork’s Privacy Policy.
   2. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution (“Non-Participating Party”), Freelancer and Client agree that Upwork Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Participating Party. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to enforce their contractual rights, Upwork may provide contact information on file for Client or Freelancer, consistent with Upwork’s Privacy Policy.

3. Upwork Dispute Mediation

1. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the matter to Arbitration or do not respond to Upwork’s Notice of Non-Resolution within 7 calendar days, the Dispute Mediation ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Upwork may provide contact information on file of Client or Freelancer, consistent with Upwork’s Privacy Policy.
2. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution, the participating party may pay the full Arbitration fee for both parties to proceed to Arbitration. In the event that the participating party pays the full Arbitration fee for both parties, Freelancer and Client agree to proceed to binding Arbitration pursuant to the process listed below and further agree that the non-prevailing party will be responsible for paying any costs and fees incurred by the prevailing party in the Arbitration, as determined by the Arbitrator and included in the Arbitration award. If the participating party does not wish to pay the full Arbitration fee for both parties, the Escrow Dispute ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Upwork may provide contact information on file for Client or Freelancer, consistent with Upwork’s Privacy Policy.
   

4. Arbitration Instructions: If both parties timely submit the Arbitration Payment, or if one party elects to pay the full Arbitration fee for both parties, Upwork will instruct the parties on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated the Arbitration, Upwork will provide the Arbitration Service Provider with relevant documentation, including information collected in the Escrow Dispute or Dispute Mediation process and contents of the Contract Room. The scope of Arbitration may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released.

7.2 AUTHORIZATION TO COLLECT ARBITRATION FEES

8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

9. NOTICES

10. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

11. ABUSE

12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

ARBITRATOR SELECTION

1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.
2. The language of the Arbitration will be English.
3. All proceedings will be “on documents,” unless the parties opt for and fund payment for the additional cost of a live hearing (see fees below). The evidence admissible will consist solely and exclusively of documents and communications between the parties and related to the contract, and testimony if a live hearing is conducted. The arbitrator's award will be based on the supporting, relevant, admissible documents and statements. Once arbitration is initiated, the failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.
4. Each party is given an opportunity to submit, in writing or through digital representations, the party’s testimony and supporting evidence through the BRIEF process and platform. Each party is also given an opportunity to rebut the other party’s testimony or supporting evidence. All testimony submitted to BRIEF is submitted under penalty of perjury. Failure to respond to a claim will lead to a waiver of any defenses and may result in an entry of default.
5. All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete their submissions.
6. The Arbitration generally will conclude within 30 calendar days from the date of submission to the Arbitration Service Provider, with reasonable extensions provided only as necessary.
7. All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.

1. All communications between the parties and the arbitrator shall occur over the BRIEF platform. The arbitrator will not engage in ex-parte communications; rather, communications by either party to the arbitrator will be shared with all parties.
2. Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the following document types: .png, .jpg, .jpeg, .pdf.
3. The parties do not engage in direct discovery, including interrogatories, requests for admissions or production, or depositions. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.

THE AWARD

FEES