Contracts
- Terms of Service
- User Agreement
- Terms of Use
- Any Hire Terms
- Escrow Instructions
- Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
- Fixed Price Service Contract Escrow Instructions
- Any Hire Escrow Instructions
- Upwork Escrow Inc.
- Fee and ACH Authorization Agreement
- Freelancer Membership Agreement
- Optional Service Contract Terms
- Mark Use Guidelines
- Upwork's Virtual Patent Marking
- Proprietary Rights Infringement Reporting Procedures
- Privacy Policy
- Global Data Processing Agreement
- Privacy Center
- Cookie Policy
- API Terms of Use
- Upwork Pro Services Terms
- 'Upwork Team' Software License Agreement
- Upwork Payroll Agreement
- Upwork Digital Accessibility Statement
- Nondiscrimination Statement
- Master Subscription Agreement (Enterprise Standard)
- Master Subscription Agreement (WPP)
- Master Subscription Agreement (Compliance)
- Independent Contractor Agreement Premium
- Upwork Talent Scout User Agreement
- Upwork Talent Scout User Agreement
- WEWORK CLIENT ADDENDUM FOR UPWORK ENTERPRISE SERVICES
- Starter Project Program Terms of Use for Clients and Freelancers
- Team Builder Terms for Clients
- Work Together Talent Grants Terms and Conditions
- Jumpstarter Projects Program Terms of Use
- Upwork Terms for Task Mate Beta
- Electronic Delivery Consent of Internal Revenue Service (“IRS”) Tax Information Returns
- Independent Contractor Agreement
- Referral Program Terms & Conditions
- Master Subscription Agreement (Enterprise Core)
- Recruitment Services Terms
- Dispute Terms Applicable to Service Contracts With Clients on Business Plus - Net30 Terms
- Upwork Business Plus Addendum for Billing and Payment Terms (Net-30)
Terms of Service
Version 7.0
Effective April 30th 2024
DownloadTable of Contents
- User Agreement
- Terms of Use
- Any Hire Terms
- Escrow Instructions
- Fee and ACH Authorization Agreement
- Freelancer Membership Policy
- Optional Service Contract Terms
- Upwork Mark Use Guidelines
- Upwork's Virtual Patent Marking
- Proprietary Rights Infringement Reporting Procedures
- Privacy Policy
- Global Data Processing Agreement
- Cookie Policy
- API Terms of Use
- 'Upwork Team' Software License Agreement
- Upwork Payroll Agreement
- Nondiscrimination Statement
User Agreement
Version 6.7
Effective March 19th 2024
DownloadTable of Contents
- Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
- Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
- Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
Terms of Use
Version 4.8
Effective April 4th 2023
DownloadTable of Contents
1. About licenses and third party content
1.1 We let you use our site and services
1.2 We can stop letting you use our services
1.3 We keep the rights to our intellectual property
1.4 You can use Upwork to share your content with the world
1.4.1 You’re responsible for what you post
- you have the right to post
- is legal
- doesn’t violate anyone’s rights, including intellectual property rights.
1.4.2 Other people have some rights to what you post
1.4.3 We’re open to your ideas
1.5 Third parties post on Upwork, too
1.6 You can make a copyright complaint
2. What you’re allowed to do on Upwork
3. What you’re not allowed to do on Upwork
- posting unacceptable content (3.1)
- acting in a misleading or fraudulent way (3.2)
- treating others unfairly (3.3)
- abusing our feedback system (3.4)
- other uses that aren’t allowed (3.5)
3.1 Posting unacceptable content
- is illegal or defamatory
- is violent, discriminatory or harassing, either generally or towards a specific person or group (or encourages others to be), including anyone who is part of a legally protected group
- is sexually explicit or related to sex work or escort services
- is in any way related to child exploitation
- would infringe on any intellectual property rights, including copyrights
- would violate our Terms of Service, another website’s terms of service, or any similar contract
- would go against professional or academic standards or policies – including improperly submitting someone else’s work as your own, or by ghost-writing essays, tests, or certifications
- involves purchasing or requesting a fake review or is connected in any way to making or sharing misleading content (like ‘deep fakes’ or ‘fake news’) which is intended to deceive others.
3.2 Acting in a misleading or fraudulent way
- lying about your experience, skills or professional qualifications
- using generative AI or other tools to substantially bolster your job proposals or work product if such use is restricted by your client or violates any third-party's rights
- passing off any part of someone else’s profile or identity as your own
- using a profile picture that isn’t you, misrepresents your identity or is someone else
- impersonating or falsely attributing statements to any person or entity, including an Upwork representative or forum leader
- falsely claiming or implying you’re connected to a person or organization (including Upwork) – for example, you can’t say you work for a particular company when you don’t, and agencies can’t use a freelancer’s profile if they’ve stopped working together.
- allow someone else to use your account, which misleads other users or
- falsely claim one freelancer will do a job when another will actually do it – including submitting a proposal on behalf of a freelancer who can’t or won’t do the work.
- falsifying the hours, keystrokes or clicks recorded in the Upwork app
- reporting or billing time you haven’t actually worked
- reporting time worked by someone else and claiming you did the work
- demanding bribes or other payments without the intention of or without actually providing services in exchange for the payment.
- posting jobs with payment terms that are objectively unreasonable or disproportionate to the scope of services requested
- demanding services without the intention of or without actually providing payment in exchange for the services.
3.3 Treating others unfairly
- express an unlawful preference in a job post or proposal
- unlawfully discriminate against someone
- incite or encourage violence
- post personal identifying information or other sensitive, private data about another person
- spam other users with proposals or invites. This includes posting the same job several times at once and contacting people you connected with on Upwork outside of Upwork without their permission
- make or demand bribes or payments for anything other than the work
- ask for or demand free work – you can’t ask freelancers to submit work for little or no payment as part of a proposal bid or competition
- request a fee in order to submit a proposal
- request or provide services that primarily concern making purchases on behalf of another, including the purchase of cryptocurrency or NFTs.
3.4 Abusing our feedback system
- withhold payment or work until you’ve been given positive feedback
- swap payment (or anything of value) for feedback, including with third parties
- coerce another user by threatening negative feedback
- use the system to share unrelated views (like about politics or religion)
- offer or accept fake services to improve your feedback or rating score, which is called feedback building
3.5 Other uses that aren’t allowed
- You can’t copy, share or give away your account. You can’t have multiple accounts and you can’t sell, trade or give your account to anyone else without our permission.
- You can’t go around us. In particular, you can’t talk to another user or ask for or share a way to get in touch - a means of direct contact - outside of Upwork before you’ve agreed to a service contract. This means you can’t add your contact details to a job post, your profile, communications or other content. (There are exceptions to this for Enterprise clients.)
- You can’t promote other organizations – including advertising any other websites, products or services. You also can’t use our site to recruit freelancers or clients to join another agency, website or company, unless you pay us a fee to do so. For more information, take a look at Section 7 of our User Agreement.
- You can’t interfere with our technology or tamper with our site or services. That means you can’t:
- bypass any security features we’ve put in place to restrict how you use the site – you’re not allowed to try and get around restrictions on copying content
- interfere with or compromise our systems, server security, or transmissions
- use a robot, spider, scraper, or similar mechanisms on our site without written permission
- copy, distribute, or otherwise use any information you found on Upwork, if whether directly or through third parties (like search engines), without our consent (no scraping allowed)
- collect or use identifiable information, including account names)
- overwhelm the site with an unreasonable or large amount of information
- introduce any malware or any other code or viruses that could harm us, our customers, or our services
- access our services through any technology other than our interface
- frame or link to the services without our written permission
- use our services to build a similar service, identify or poach our users or publish any performance or benchmark analysis relating to the site
- reverse engineer, decipher, modify, or take source code from our site that is not open source without our written permission.
4. Enforcing our terms of use
4.1 We enforce these rules
- our rights to use and share your feedback
- our users’ and visitors' rights to share your content (1.4.2)
- your agreement to all the rules laid out in section 3 on this page.
4.2 Tell us if you see someone breaking these rules
5. Definitions
Any Hire Terms
Version 1.4
Effective September 20th 2022
DownloadSummary of changes
Table of Contents
Escrow Instructions
Version 4.0
Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
Version 3.7
Effective October 1st 2024
DownloadTable of Contents
1. DIGITAL SIGNATURE
2. MAKING OR RECEIVING AN HOURLY PAYMENT
2.2 HOURLY INVOICE REVIEW
3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
4. INSTRUCTIONS TO PAY IRREVOCABLE
5. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
5.1 RELEASE CONDITIONS
- Client and Freelancer have submitted joint written instructions for a Release.
- Client has approved all or a portion of the Freelancer's Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
- Freelancer is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of Upwork Payroll.
- Upwork reviews Client's dispute of amounts invoiced on Freelancer's Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines (1) that the time is related to the Hourly Contract requirements or Client's instructions and (2) that Freelancer met any applicable Work Product delivery deadline or provided 24 hours' advance notice of Freelancer's inability to meet the deadline.
- Client initiates a Dispute with respect to Freelancer's Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Freelancer resolve the dispute without the assistance of Upwork.
- Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
- We believe, in our sole discretion, that fraud, an illegal act, or a violation of Upwork's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer hereby irrevocably authorize and instruct Upwork Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
6. PAYMENT PROTECTION
6.1 FOR FREELANCERS
- Both Client and Freelancer must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
- Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract, and must agree to automatically pay for hours billed by Freelancer through Work Diaries.
- Freelancer's Account must be in good standing at the time of the payment at issue, including, for example, completion of the identity verification process, tax information, and any other similar requests or requirements.
- Freelancer must have enabled and used Work Diaries to document any and all hours covered by the Hourly Payment Protection for Freelancers.
- Prior to any Hourly Invoice being submitted, Freelancer must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.
- The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.
- The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
- Freelancer must have rendered services in a professional and workmanlike manner in accordance with the professional experience represented by Freelancer to Client.
- Freelancer must have responded to Client communications relevant to the Work Product within 7 days, or have provided advance notice of Freelancer's extended absence.
- Freelancer must have delivered the Work Product within the timeframe agreed upon with Client or provided a minimum of 24 hours' advance notice to Client in the event Freelancer was unable to meet the deadline.
- Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.
6.2 FOR CLIENTS
- Both Client and Freelancer must agree to use Work Diaries as part of the Hourly Contract terms.
- Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Freelancer in the Hourly Invoices.
- Additionally, Client must either:
- Within the Hourly Invoice Review Period, submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries, or else identify an agreed upon timeframe for delivery of Work Product that was not met and specify that Freelancer did not provide 24 hours' advance notice that the deadline would not be met; OR
- Have previously submitted a complaint that Freelancer has filed to render services in a professional and workmanlike manner in accordance with the professional experience represented by the Freelancer to the Client or has taken more than 7 seven days to respond to Client communications relevant to the Work Product, without Freelancer having previously notified Client of Freelancer's extended absence.
7. DISPUTES BETWEEN CLIENT AND FREELANCER
7.1 DISPUTES INITIATED VIA THE PLATFORM
7.2 UPWORK DISPUTE ASSISTANCE
- The Upwork Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation.
- If both Client and Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
- The proposed resolution is non-binding; Client and Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
- If Client or Freelancer rejects Upwork’s proposed, non-binding resolution then Client and/or Freelancer must pursue the Dispute independently.
- Upwork reserves the right to review the Freelancer’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct Upwork Escrow to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.
8. REFUNDS AND CANCELLATIONS
9. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
10. NOTICES
11. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM
12. ABUSE
13. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
Current Hourly Escrow Instructions
1. DIGITAL SIGNATURE
2. MAKING OR RECEIVING AN HOURLY PAYMENT
2.2 HOURLY INVOICE REVIEW
3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
4. INSTRUCTIONS TO PAY IRREVOCABLE
5. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
5.1 RELEASE CONDITIONS
- Client and Freelancer have submitted joint written instructions for a Release.
- Client has approved all or a portion of the Freelancer's Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
- Freelancer is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of Upwork Payroll.
- Upwork reviews Client's dispute of amounts invoiced on Freelancer's Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or Client's instructions.
- Client initiates a Dispute with respect to Freelancer's Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Freelancer resolve the dispute without the assistance of Upwork.
- Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
- We believe, in our sole discretion, that fraud, an illegal act, or a violation of Upwork's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer hereby irrevocably authorize and instruct Upwork Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
6. PAYMENT PROTECTION
6.1 FOR FREELANCERS
- Both Client and Freelancer must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
- Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract, and must agree to automatically pay for hours billed by Freelancer through Work Diaries.
- Freelancer's Account must be in good standing at the time of the payment at issue, including, for example, completion of the identity verification process, tax information, and any other similar requests or requirements.
- Freelancer must have enabled and used Work Diaries to document any and all hours covered by the Hourly Payment Protection for Freelancers.
- Prior to any Hourly Invoice being submitted, Freelancer must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.
- The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.
- The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
- Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.
6.2 FOR CLIENTS
- Both Client and Freelancer must agree to use Work Diaries as part of the Hourly Contract terms.
- Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Freelancer in the Hourly Invoices. Within the Hourly Invoice Review Period, Client must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries.
7. DISPUTES BETWEEN CLIENT AND FREELANCER
7.1 DISPUTES INITIATED VIA THE PLATFORM
7.2 UPWORK DISPUTE ASSISTANCE
- The Upwork Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation.
- If both Client and Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
- The proposed resolution is non-binding; Client and Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
- If Client or Freelancer rejects Upwork’s proposed, non-binding resolution then Client and/or Freelancer must pursue the Dispute independently.
- Upwork reserves the right to review the Freelancer’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct Upwork Escrow to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.
8. REFUNDS AND CANCELLATIONS
9. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
10. NOTICES
11. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM
12. ABUSE
13. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
Fixed Price Service Contract Escrow Instructions
Version 4.6
Effective October 1st 2024
DownloadTable of Contents
1. DIGITAL SIGNATURE AND COMMUNICATIONS
2. ACCEPTANCE OF ESCROW INSTRUCTIONS
4.1 RELEASE OF FUNDS TO FREELANCER
- Client affirmatively selects the option to release funds for a Milestone or Service Contract to Freelancer.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies.
4.2 RELEASE OF FUNDS TO CLIENT
- Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and funds for a Milestone or the Service Contract are held in Escrow.
- 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.
- Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account.
- Freelancer has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.
- 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.
- 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.
- Client shows that Freelancer has taken more than 7 days to respond to Client communications relevant to the Work Product.
- 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.
- 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.
- 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.
- A condition to release funds to Client described elsewhere in these Escrow Instructions applies.
- 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
- Upwork will notify Client when the Fixed-Price Contract becomes Dormant.
- 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”).
- 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.
- 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
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- Initiating Dispute Mediation:
- 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.
- Contacting Support: In addition to the above method, any User may contact Upwork Support for assistance initiating Dispute Mediation.
- 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.
- 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.
- 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.
- 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
- 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”).
- Upwork Escrow Disputes:
- 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.
- 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.
- Upwork Dispute Mediation
- 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.
- 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.
- 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
- 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.
- The language of the Arbitration will be English.
- 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.
- 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.
- All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete their submissions.
- 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.
- All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.
- 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.
- Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the following document types: .png, .jpg, .jpeg, .pdf.
- 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
Current Fixed Price Service Contract Escrow Instructions
1. DIGITAL SIGNATURE AND COMMUNICATIONS
2. ACCEPTANCE OF ESCROW INSTRUCTIONS
4.1 RELEASE OF FUNDS TO FREELANCER
- Client affirmatively selects the option to release funds for a Milestone or Service Contract to Freelancer.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies.
4.2 RELEASE OF FUNDS TO CLIENT
- Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and funds for a Milestone or the Service Contract are held in Escrow.
- 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.
- Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account.
- Freelancer has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.
- 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.
- 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.
- 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.
- A condition to release funds to Client described elsewhere in these Escrow Instructions applies.
- 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
- Upwork will notify Client when the Fixed-Price Contract becomes Dormant.
- 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”).
- 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.
- 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
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- Initiating Dispute Mediation:
- 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.
- Contacting Support: In addition to the above method, any User may contact Upwork Support for assistance initiating Dispute Mediation.
- 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.
- 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.
- 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.
- 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
- 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”).
- Upwork Escrow Disputes:
- 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.
- 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.
- Upwork Dispute Mediation
- 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.
- 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.
- 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
- 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.
- The language of the Arbitration will be English.
- 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.
- 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.
- All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete their submissions.
- 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.
- All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.
- 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.
- Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the following document types: .png, .jpg, .jpeg, .pdf.
- 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
Any Hire Escrow Instructions
Version 1.1
Effective December 10th 2021
DownloadTable of Contents
If a Client and a Freelancer enter into an Any Hire Contract, whether fixed-price or hourly, these Any Hire Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts for Any Hire Contracts. Service Contracts are governed by the applicable escrow instructions.
To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions only apply to Any Hire Contracts.
Escrow services are provided by Upwork Escrow Inc. (“Upwork Escrow”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.
1. DIGITAL SIGNATURE
By clicking to accept an Any Hire Contract, whether fixed-price or hourly, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Client clicks to accept the Any Hire Contract, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Client and Freelancer agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions.
2. ESCROW
2.1 Any Hire Fixed-Price Contracts
Client agrees to deposit funds to the Any Hire Contract Escrow Account on a biweekly basis the amount of any milestone(s) or the full amount of the Any Hire Contract if there is only one milestone for each active fixed-price Any Hire Contract during the biweekly billing cycle. Any funds deposited by Clients remain in the Any Hire Contract Escrow Account until they are released to the Freelancer Escrow Account or released to the Client. Upwork Escrow will not release funds held in escrow except as described in these Escrow Instructions.
2.2 Any Hire Hourly Contracts and Invoices
Client agrees to fund through the Any Hire Contract Escrow Account payments to Freelancer on a biweekly basis for the amount of Freelancer’s applicable hours logged during the billing period (“Any Hire Hourly Contract Funds”). The biweekly billing cycle starts Monday at 00:00 midnight UTC and ends 13 days later on Sunday at 23:59 UTC. Invoices for hours recorded by the Freelancer on Upwork within the biweekly billing cycle will be generated each other Monday, on the Monday that follows the end of the biweekly billing cycle (such invoice, the "Any Hire Hourly Invoice").
Freelancer is required to submit their hours by 23:59 UTC on the Sunday of each week the Any Hire Hourly Contract is active (the “Any Hire Hourly Invoice Deadline”). Freelancer irrevocably authorizes and instructs Upwork, as its agent, to (i) create an invoice on behalf of Freelancer for payment due based upon the hours that the freelancer recorded before the Any Hire Hourly Invoice Deadline; and (ii) submit the Any Hire Hourly Invoices on behalf of Freelancer to Freelancer's Client on a biweekly basis for payment.
It is the responsibility of Client to review the Any Hire Hourly Invoices. If Client takes no action during the four business days following the close of the biweekly invoice period, Client will be deemed to have accepted the Freelancer Services and all hours invoiced by Freelancer during the biweekly billing period. If Client approves the submitted Any Hire Hourly Invoices or takes no action during the four days following the close of the weekly invoice period, and the Client has deposited sufficient funds to the Any Hire Contract Escrow Account, Upwork Escrow will release the Any Hire Hourly Contract Funds to Freelancer. Upwork Escrow will not release funds held in escrow except as described in these Escrow Instructions.
3. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Freelancer irrevocably authorize and instruct Upwork Escrow to release applicable portions of the Any Hire Contract Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. If the funds are released to the Client Escrow Account, they will be automatically returned to the Client’s Payment Method that was charged to fund escrow. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
3.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the following:
For fixed-price Any Hire Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Any Hire Contract work submitted by Freelancer for approval.
For fixed-price Any Hire Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Any Hire Contract work performed, but not yet submitted by Freelancer for approval.
For fixed-price Any Hire Contracts, Client does not take any action for 14 days from the date Freelancer submits the milestone or Fixed-Price Contract work for approval, in which case Freelancer and Client agree that Upwork Escrow is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with the applicable milestone(s) in connection with such Release request.
For fixed-price Any Hire Contracts, Freelancer cancels the contract before a payment has been released to Freelancer, in which case the funds are to be returned to the Client.
For fixed-price Any Hire Contracts, Client cancels the contract before a payment has been released to Freelancer and Freelancer approves the request or takes no action within 7 days, in which case the funds are to be released to the Client.
For hourly Any Hire Contracts, Client has approved all or a portion of the Freelancer's Hourly Invoice, or has taken no action during the four days following the close of the weekly invoice period, which is deemed approval of all hours invoiced for purposes of this Release Condition.
Client and Freelancer have submitted joint written instructions for a Release.
Issuance of the final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
We believe, in our sole discretion, that fraud, an illegal act, or a violation of Upwork's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct Upwork Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
4. INSTRUCTIONS IRREVOCABLE
On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Upwork Escrow and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Upwork Escrow and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Freelancer, Upwork Escrow will transfer funds to the Freelancer and that Upwork, Upwork Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Upwork Escrow or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.
5. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
Client may also make a bonus, tip, expense, or other miscellaneous payment to Freelancer using the Site. To make such a payment to a Freelancer, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to Freelancer, Client irrevocably instructs Upwork Escrow to and Upwork Escrow will release escrow funds to Freelancer.
6. REFUNDS AND CANCELLATIONS
Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. Upwork will hold funds in the Any Hire Contract Escrow Account until a Release Condition, as defined in Section 3.1 is fulfilled. If there are no funds in escrow, Freelancer may issue a refund via the Upwork platform up to the full amount paid on the Any Hire Hourly or Any Hire Fixed-Price Contract.
7. EXCLUSIONS
Upwork’s Dispute Assistance Program and Payment Protection Programs do not apply to Any Hire Contracts. Upwork, Upwork Escrow, and Affiliates do not guarantee that Freelancer will be paid by Client. Upon occurrence of a Release Condition, as defined in Section 3.1, Upwork Escrow can release only the amount of funds that have been deposited by Client to the Any Hire Contract Escrow Account. Upwork, Upwork Escrow, and Affiliates are under no circumstances liable to Freelancer for payment for Client’s failure to deposit funds to the Any Hire Contract Escrow Account to cover payment to Freelancer.
8. NOTICES
All notices to a User required by these Escrow Instructions will be made via email sent by Upwork to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Upwork, for checking their email and for responding to notices sent by Upwork to the User’s registered email address.
9. ABUSE
Upwork, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Upwork believes you are in violation of the Terms of Service.
10. APPOINTMENT OF UPWORK ESCROW AS PAYMENTS AGENT OF THE FREELANCER
Each Freelancer hereby appoints Upwork Escrow as its payment collection agent for the limited purpose of receiving, holding, and settling payments from Clients pursuant to this Agreement. Each Freelancer further agrees and understands that a payment received by Upwork Escrow from a Client, on Freelancer’s behalf, shall be considered the same as payment made directly to the Freelancer. Such payment shall be deemed to satisfy the Client’s obligation to pay Freelancer, and the Freelancer will provide its services to the Client in the agreed-upon manner as if the Freelancer had received the payment directly from the Client. Each Freelancer understands that Upwork Escrow’s obligation to pay the Freelancer is subject to, and conditional upon, successful receipt of the associated payments from the Client. Freelancer further agrees that Upwork Escrow is not required to settle such payment to Freelancer in the event that Client initiates a chargeback, ACH return, or otherwise disputes the payment. In the event that Upwork Escrow does not make a payment to Freelancer as required by this Agreement, Freelancer will have recourse against only Upwork Escrow and not against Client. In accepting appointment as the limited payment collection agent of the Freelancer, Upwork Escrow assumes no liability for any acts or omissions of the Freelancer.
Each Client acknowledges and agrees that, notwithstanding the fact that Upwork Escrow is not a party to the agreement between the Client and the Freelancer, Upwork Escrow acts as each Freelancer’s payment collection agent for the limited purpose of accepting payments from the Client on behalf of the Freelancer. Upon a Client’s payment of the funds to Upwork Escrow, the Client’s payment obligation to the Freelancer for the agreed upon amount is extinguished, and Upwork Escrow is responsible for remitting the funds successfully received by Upwork Escrow to the Freelancer in the manner described in this Agreement. In the event that Upwork Escrow does not remit any such amounts, the Freelancer will have recourse only against Upwork Escrow and not the Client directly.
11. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
Upwork and Affiliates merely provide a platform for Internet payment services. Upwork and Affiliates do not have any responsibility or control over the Freelancer Services that Client purchases, except as explicitly provided in Section 10. Nothing in this Agreement deems or will be interpreted to deem Upwork or any Affiliate as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Upwork does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.
Upwork Escrow Inc.
Version 2.0
Effective July 28th 2021
DownloadTable of Contents
Fee and ACH Authorization Agreement
Version 11.1
Effective October 3rd 2024
DownloadTable of Contents
By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.
1. PARTIES
You are entering into this Agreement with Upwork (also referred to as “we” and “us”).
If you reside in the United States, you are entering into this Agreement with Upwork Global. If you reside outside the United States, you are entering into this Agreement with Elance Ltd.
2. FEES CHARGED TO FREELANCERS
Pursuant to the User Agreement, we charge Freelancers a Service Fee on the amounts of Freelancer Fees invoiced by the Freelancer to their Client on a Service Contract. The Freelancer Service Fee is described below in Section 2.1. Where applicable, Upwork Global, Elance Ltd., or Upwork Escrow may also collect taxes (such as value added tax (“VAT”) in Europe) on Service Fees.
Pursuant to the Freelancer Membership Agreement, we charge Freelancers a Membership Fee. These Membership Fees automatically renew until they are canceled as described on the Site.
Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. By selecting a Service subject to additional fees or charges, you thereby authorize us to charge to you and to collect from you (consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service) any fees, charges, or taxes described in this Section 2.
2.1 FREELANCER SERVICE FEE
We will charge you a Service Fee based on the total Freelancer Fees invoiced by you to your Client (less any refunds or reversals) for the duration of your relationship with your Client. Unless different pricing described in Sections 2.2 through 2.5 applies, the Service Fee is a flat 10% of the total Freelancer Fees you have invoiced to your Client for the Engagement Relationship.
For illustrative purposes, here is how the Service Fee will be charged for Fixed-Price or Hourly engagements:
CONTRACT TYPE | SERVICE FEE | FREELANCER FEES | SERVICE FEES |
Fixed-Price | 10% | $500 | $50 |
Hourly | 10% | $50 per hour | $5 per hour |
2.2 FREELANCERS WORKING WITH DIRECT CONTRACT CLIENTS
2.3 FREELANCERS WORKING ON ENTERPRISE CLIENT CONTRACTS
2.4 ALTERNATE PRICING
For some Service Contracts, as described in this Section 2.4, we do not charge the flat 10% Service Fee, but instead charge an alternate fee (“Alternate Pricing”) which only applies to Service Contracts when any of the following are true:
(a) you entered into the Service Contract before Upwork first started charging Legacy Tiered Pricing;
(b) you entered into the Service Contract pursuant to a feature of the Site where we advertised a different Service Fee, such as discounted Service Fees offered in some circumstances for amounts charged on a contract or for a Featured Job Post for Clients;
(c) you have an Any Hire Contract with a Client and you did not have an Upwork Relationship prior to the Any Hire Contract (see Section 7 of the User Agreement) or for an Upwork Payroll engagement; or
(d) the Service Contract is with a Client who is not an Enterprise Client, but who has a legacy arrangement for lower fees that apply to the Service Contract.
(e) you entered into the Service Contract when Upwork charged the Service Fee based on Legacy Tiered Pricing and you have email or written communication from Upwork that the Legacy Tiered Pricing rate will be applied to the Service Contract.
As described in this Section 2.4, if Alternate Pricing applies, we will typically charge you a Service Fee of a fixed percent.
For certain Service Contracts, the Alternate Pricing may be a lower flat percentage (such as through a “bring your own” program) or may have a different tiered fee rates (such as for a Featured Job Post), or may not have a Service Fee (such as an Upwork Payroll Contract or certain Any Hire Contracts), in each case as clearly stated on the Site at the time the Service Contract was or is entered into, and any applicable changes to Alternate Pricing or fees will be clearly communicated to the Client, including communications posted to the Site.
2.5 OTHER FEES
Freelancers may choose a membership with an associated membership fee (the “Freelancer Membership Fee”). More details are provided in the Freelancer Membership Agreement. Freelancers may also choose to purchase "Connects" or other features, premium services or options on Upwork, in each case as described on the Site at the time of purchase.
Upwork reserves the right to change the fees of the memberships, features, services, and options offered on the Site, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users.
3. CLIENT MEMBERSHIP PLANS AND RELATED FEES
To access the Site and use the Site Services a Client must have registered for an Account as detailed in Section 1 of the User Agreement. Upwork offers multiple client membership plans. When you sign up for a Client Account, you will be placed into an eligible plan.
3.1 CLIENT MARKETPLACE PLAN AND FEATURES
In return for providing Clients with access to the Site and related Site Services, Upwork charges Clients a “Marketplace Fee” on each transaction related to a marketplace Service Contract or Project Catalog offering a Client enters into on the Site or with Freelancers on the Site. The Marketplace Fee rate fee can vary, learn more about the Marketplace Fee here. In the case of Hourly Service Contracts, Upwork will charge the Marketplace Fee based on hours and expenses recorded by a Freelancer as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week. For Fixed-Price Contracts, Upwork will charge the Marketplace Fee on the amount and at the time a Client funds a milestone or pays a bonus or expense. All other transactions subject to the Marketplace Fee, such as transactions for bonus or expense payouts, use of Upwork Payroll related to a marketplace Service Contract, or use of any other service on the Site where displayed on the Site, will be assessed the Marketplace Fee at the time of invoice.
The Marketplace Fee and the Contract Initiation Fee detailed above is not assessed on Any Hire, Enterprise, Talent Scout, Upwork Business, Business Plus engagements, or premium services which are subject to the fees and rate(s) as described in the specific Any Hire, Enterprise, Talent Scout, Upwork Business, or Business Plus contract with Client or on the Site.
3.2 BUSINESS PLUS PLAN AND FEATURES
3.3 CHANGES TO CLIENT MEMBERSHIP PLANS OR RELATED FEES
3.4 TAXES
Where applicable, Upwork Global, Elance Ltd., or Upwork Escrow may also collect taxes (such as VAT where applicable) on Marketplace Fee, Business Plus Fee, Contract Initiation Fee, and the cost for premium services or features, as set forth in the User Agreement.
4. AUTHORIZATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS
If and to the extent permitted by Upwork in its sole discretion, Users may pay Freelancer Fees, Membership Fees, Marketplace Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to Upwork’s eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 4 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 4.
You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 4. However, we assume no responsibility for our failure to do so.
You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.
Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Escrow Account, as applicable. If an Error results in your receipt of more funds than you are entitled, we may recover the extra funds from you.
Freelancer Membership Agreement
Version 5.4
Effective June 17th 2024
DownloadTable of Contents
1. PARTIES
2. FREELANCER MEMBERSHIP PROGRAMS
3. TAXES
4. AUTOMATIC MEMBERSHIP RENEWAL
5. CHANGES TO MEMBERSHIP PROGRAM
Optional Service Contract Terms
Version 1.5
Effective October 1st 2024
DownloadTable of Contents
1. PARTIES
2. SERVICES
3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
4. CLIENT PAYMENTS AND BILLING
5. TERMINATION OF A SERVICE CONTRACT
6. INTELLECTUAL PROPERTY RIGHTS
6.1 THIRD-PARTY RIGHTS
6.3 CLIENT MATERIALS
6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
6.5 LICENSE TO BACKGROUND TECHNOLOGY
6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS
6.7 ASSISTANCE
7. CONFIDENTIAL INFORMATION
8. DEFINITIONS
Current Optional Service Contract Terms
1. PARTIES
2. SERVICES
3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
4. CLIENT PAYMENTS AND BILLING
5. TERMINATION OF A SERVICE CONTRACT
6. INTELLECTUAL PROPERTY RIGHTS
6.1 THIRD-PARTY RIGHTS
6.3 CLIENT MATERIALS
6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
6.5 LICENSE TO BACKGROUND TECHNOLOGY
6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS
6.7 ASSISTANCE
7. CONFIDENTIAL INFORMATION
8. DEFINITIONS
Mark Use Guidelines
Version 2.1
Effective August 18th 2021
DownloadTable of Contents
1. UPWORK MARKS
2. USE OF UPWORK LOGO MARKS
3. USE OF OTHER UPWORK MARKS
- Your use should never mislead anyone to believe Upwork sponsorship, affiliation, or endorsement of your company, products, or services exists when it does not.
- When referring to Upwork, use the Upwork name in a plain text font and format only.
- Upwork always appears as "Upwork," never as "UpWork", “UPWork”, "upwork", or "UPwork".
4. PROHIBITED USE OF UPWORK MARKS
- On any letterhead, business card, or signature block;
- As part of your business name or a domain name;
- As part of a user ID, including on Upwork or social media;
- In association with any third-party trademark in a manner that might create potential confusion as to the ownership of the Upwork Mark;
- In any manner that suggests or could lead someone to believe you are acting on behalf of or in association with Upwork or that Upwork has endorsed or sponsored your product or services; or
- Outside of your relationship with us, except as permitted by Upwork in writing.
- That has been reproduced from an unauthorized artwork;
- That has been modified, including color specifications, position and relative size of the letterings;
- That has been modified to use negative or reverse “drop-out” reproduction;
- Tightly confined in a band or bar; or
- With other seals, logos, or other marks of other entities.
5. USE OF COPYRIGHTED WORKS
Upwork's Virtual Patent Marking
Version 1.0
Effective August 7th 2020
DownloadTable of Contents
Proprietary Rights Infringement Reporting Procedures
Version 1.5
Effective December 6th 2021
DownloadTable of Contents
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
- A description of the copyrighted work that you claim has been infringed. Provide a URL or link to where the material is located, if possible.
- A description specifying the location on our website(s) of the material that you claim is infringing, including a URL or link to where the material is located. Provide information reasonably sufficient to enable us to locate it.
- Your email address and your mailing address and/or telephone number.
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Your physical or electronic signature.
- Identification of the material removed or to which access has been disabled, including the specific URL or link.
- A statement under penalty of perjury that you have a good-faith belief that removal or disablement of the material was a mistake or that the material was misidentified.
- Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Northern District of California (Santa Clara County), if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or his/her authorized agent.
Privacy Policy
Version 9.1
Effective July 18th 2024
DownloadTable of Contents
TABLE OF CONTENTS
- INFORMATION COLLECTION
- USE OF INFORMATION
- DATA RETENTION
- INFORMATION SHARING AND DISCLOSURE
- YOUR CHOICES AND RIGHTS
- SECURITY
- CROSS-BORDER DATA TRANSFERS
- LINKS TO OTHER SITES
- CHANGES TO THIS POLICY
- CONTACT US
1. INFORMATION COLLECTION
a. Information You Provide to Us
Categories of Personal Information We Collect | Examples of Personal Information Collected | Categories of Sources of Personal Information | Business Purpose for Collection of Personal Information |
Identifiers | Name, Date of Birth, Social Media Account Information, Profile Data, IP Address | Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users) | Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
Contact / Account Profile Information | Email Address, Home Address, Billing Address, Phone Number | Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) | Developing, Improving, and Providing the Service, Identification, Communicating with You, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
Sensitive Personal Information / Government Issued Identification Numbers | Social Security Number, Driver’s License, State Identification or Passport Number, VAT Identification Number, Tax Identification Number, Immigration Status, Citizenship Information | Directly from You | Improving and Providing the Service, Verifying Your Identity and Detecting Fraud, Identity Theft, or Other Misuse of Your Account, Legal, Compliance and Regulatory Obligations. |
Commercial Information | Transaction Data including services offered, considered, or purchased | Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) | Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
Financial Data/Payment Information | Credit card or other financial account information | Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) | Improving and Providing the Service, Identification, Communications, Security, Legal, Compliance and Regulatory Obligations. |
Internet or Other Network or Device Activities Including Information from Cookies | Unique device and app identifiers, browsing history or other usage data, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites | Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users) | Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
Approximate Geolocation Information | Your approximate location | Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users) | Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
Sensory Information | Audio recordings if you call our customer service, video recording (if you provide permission). | Directly from You or Your use of the Service; Service Providers; Third Parties (such as affiliates) | Providing and Improving the Service, Identification, Communications, Marketing, Security, Legal, Compliance and Regulatory Obligations. |
Platform Communications | Communication Information (e.g., your name, contact information, and the contents of any messages you send) | Directly from You, Your use of the Service, and Users with whom you communicate | Providing the Service, Security, Legal, Compliance and Regulatory Obligations. With your consent, the contents of any messages you send may be used to Develop and Improve the Service. |
Professional Information | Previous place(s) of employment, position(s), work history, earnings, resume | Directly from You or Your use of the Service; Service Providers; Third Parties (such as other users) | Developing, Improving, and Providing the Service, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
Other information that identifies or can be reasonably associated with you | User-generated content, (e.g., community posts, feedback, ratings and job postings), photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information. | Directly from You or Your use of the Service; Service Providers; Third Parties (such as affiliates, agents, and other users) | Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. |
b. Non-Identifying Information and De-Identified Information
- Non-Identifying Information/Usernames: We also may collect other information that does not identify you directly, such as zip codes, demographic data, information about your use of the Service, and general project-related data (“Non-Identifying Information”). We may combine information collected from Upwork users, whether they are registered or not (“Upwork Users”). In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. While the code does not identify you directly, it may be used by Upwork’s partners to connect your activity and interests.
- Combination of Personal and Non-Identifying Information: We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
- De-Identified Information: We may also de-identify or aggregate information and convert it into non-personal information so that it can no longer reasonably be used to identify you (“De-Identified Information”). We may use De-Identified Information for any of the purposes described in the “We Use Information We Collect” section below. We will maintain and use De-Identified Information in de-identified form and will not attempt to reidentify the information, except to confirm our de-identification processes or unless required by law.
c. Information Collected Automatically
d. Work Diaries and Work View
e. Analytics Providers, Ad Servers and Similar Third Parties
f. Do Not Track Signals and GPC
g. Children
2. USE OF INFORMATION
a. We Use Information We Collect:
- To develop, provide, and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
- To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
- To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
- To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
- To assess your proposal to perform a freelance project on Upwork and prepare related governmental and internal statistics reports.
- To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
- For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
- To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them.
- For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
- Providing our Site and Service.
- Detecting security incidents, protecting against malicious, deceptive, fraudulent or illegal activity, and prosecuting those responsible for that activity.
- Measuring interest and engagement in our Services.
- Short-term, transient use, such as contextual customization of ads.
- Improving, upgrading or enhancing our Services.
- Developing new products and services.
- Ensuring internal quality control and safety.
- Authenticating and verifying individual identities.
- Debugging to identify and repair errors with our Services.
- Auditing relating to interactions, transactions and other compliance activities.
- Enforcing our agreements and policies.
- Analyzing and improving our business.
- Communications, including marketing and responding to your inquiries about our services.
- Addressing information security needs and protecting our Users, Upwork, and others.
- Managing legal issues.
- To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
3. DATA RETENTION
4. INFORMATION SHARING AND DISCLOSURE
Upwork Users | For Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, we may share their information with Clients, Agencies, and Upwork payroll vendors. For Freelancers who choose to view a job post or submit a proposal via the Service, we may share their information with the applicable Client(s). For Freelancers who have made their profiles publicly visible, we may share their information with Clients, Agencies, Partners, and Developers. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. For clients who have entered into a service contract or agreed to use Upwork Payroll with another user, we may share your information in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it. |
Service Providers | We may employ service providers and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These Service providers may include analytics companies, advertising partners, payment processors, identity verification companies, security companies, generative AI partners, or other merchants. These third parties may have access to your Personal Information in order to perform these tasks on our behalf. |
Generative AI Partners | We provide certain features of our Service by integrating trusted generative AI service providers. We may share the information you provide while using these features with these generative AI service providers, as well as additional information necessary to utilize the feature. Where Upwork uses this information to power features, we leverage certain treatments of the data appropriate for the feature, including but not limited to, first removing personal information and only using public data. The Service includes a two-sided marketplace, which results in platform information pertaining to both parties on either side of an interaction. For example, a Client’s review is inherently about a Freelancer, a Client job post is work history for a Freelancer, and Client spend is part of earning history for a Freelancer. Thus, if a Client or Freelancer chooses to use our generative AI features, the platform information associated with that user’s account – including information described above – may be used to power those features. |
Legal and Investigative Purposes | Upwork will share information with government agencies as required by law including (without limitation) in response to lawful requests by public authorities to meet national security or law enforcement requirements and in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. |
Internal and Business Transfers | Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes, including activities such as IT management, for them to provide services to you, or support and supplement the Services we provide. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy. |
Upwork Foundation Initiative | If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program. |
Sweepstakes, Contests, and Promotions | We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. |
Non-Identifying Information and De-Identified Information | We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) or De-Identified Information to third parties. |
Categories of Personal Information We Have Shared in the Preceding 12 Months | Categories of Third Parties with whom We Share Personal Information | Whether This Category is Used for Targeted Advertising |
Identifiers | Analytics Companies, Identity Verification Companies, Advertising Partners, Payment Processors, Other Merchants, Upwork Users, Government Agencies (as required by law) | Yes |
Contact Information | Analytics Companies, Advertising Partners, Payment Processors, Other Merchants, Upwork Users, Government Agencies (as required by law) | Yes |
Sensitive Personal Information / Government Issued Identification Numbers | Identity Verification Companies, Security Companies, Other Merchants, Upwork Users, Government Agencies (as required by law) | No |
Commercial Information | Payment Processors, Security Companies, Analytics Companies, Other Merchants, Upwork Users, Government Agencies (as required by law) | No |
Financial Data/Payment Information | Payment Processors, Security Companies, Other Merchants, Upwork Users, Government Agencies (as required by law) | No |
Internet or Other Network or Device Activities Including Information from Cookies | Analytics Companies, Advertising Partners, Other Merchants, Government Agencies (as required by law) | Yes |
Approximate Geolocation Information | Analytics Companies, Advertising Partners, Other Merchants, Upwork Users, Government Agencies (as required by law) | Yes |
Sensory Information | Other Merchants, Upwork Users, Government Agencies (as required by law) | No |
5. YOUR CHOICES AND RIGHTS
For Individuals Located in the European Economic Area (EEA), United Kingdom (UK) or Switzerland:
- Have access to your personal information by submitting a request to us;
- Have your personal information deleted;
- Have your personal information corrected if it is wrong;
- Have the processing of your personal information restricted;
- Object to further processing of your personal information, including to object to marketing from us;
- Make a data portability request;
- Withdraw any consent you have provided to us;
- Restrict any automatic processing of your personal information; and
- Complain to the appropriate Supervisory Authority.
Notice for California Residents
- The categories of personal information we have collected about you.
- The categories of sources for the personal information we have collected about you.
- The specific pieces of personal information we have collected about you.
- Our business or commercial purpose for collecting or “selling” your personal information as defined by the CCPA.
- The categories of third parties to whom we have sold or shared your personal information, if any, and the categories of personal information that we have shared with each third-party recipient.
Notice for Nevada Residents
Notice for Residents of Certain Other States
- Opt-Out of the “sale” of personal information as defined by Applicable State Law;
- Opt-Out of targeted advertising by us;
- Opt-Out of automated profiling for the purposes of making decisions that produce legal or similarly significant effects.
Appeals Process & Other Concerns
6. SECURITY
7. CROSS-BORDER DATA TRANSFERS
Data Privacy Framework Notice
8. LINKS TO OTHER SITES
9. CHANGES TO THIS POLICY
10. CONTACT US
Global Data Processing Agreement
Version 1.8
Privacy Center
Version 3.11
Effective February 16th 2024
DownloadTable of Contents
Privacy at Upwork
EUROPE
Transfer of Data
Digital Services Act
UNITED STATES
“Sharing” and “Selling” Personal Information
Sensitive Personal Information
HOW DO I SUBMIT A DATA REQUEST?
ADDITIONAL RESOURCES
Cookie Policy
Version 1.3
Effective August 4th 2022
DownloadTable of Contents
API Terms of Use
Version 2.0
Effective December 14th 2016
DownloadTable of Contents
- Upwork API. A set of web-based services providing programmatic access to Upwork systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that Upwork makes available under the API Terms.
- Upwork Content. Any data, content, or executables of or associated with the Upwork API or Site Services (as defined in the Upwork Terms of Service). This includes all Upwork User Data.
- Upwork User Data. Any content, information, and other data about persons who use the Upwork services received or collected by Developer through any instance of the Developer Application, the Upwork API, or otherwise in connection with the API Terms.
- Developer Registration. Before using the Upwork API, Developer must provide accurate information identifying its organization and the individual representative who will serve as a point of contact for Upwork. The registration may be completed and accepted by Upwork on the Site. Upon successful registration, Upwork shall make Access Credentials available to Developer. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the Upwork API. All activities that occur using your Access Credentials are your responsibility. Access Credentials are specific to you and are confidential information. Keep them secret. You must not sell, transfer, or sublicense the Access Credentials. Do not try to circumvent them and do not require your users, employees, contractors, or agents to obtain their own Access Credentials to build, maintain, or use the Developer Application. Developer itself must request any Access Credentials to be used by any employee, contractor, or agent of Developer.
- Development of the Developer Application. Subject to the terms of these Terms of Use, Developer will develop one or more Developer Applications. Developer will ensure that all Developer Applications are and remain in compliance with the API Terms and the Upwork Terms of Service.
- Permitted Uses of the Upwork API. Your use of the Upwork API is limited to the purpose of facilitating your own or your Users’ use of the Upwork Site and Site Services. Some examples of permitted uses of the Upwork API would be to create Applications that:
- Allow Upwork Users to search for and browse Upwork job postings with a customized interface;
- Allow Upwork Users to manage active contracts;
- Allow Upwork Users to apply to jobs on Upwork; or
- Allow Upwork Users to manage invoices, billing, and communications on Upwork.
- Prohibited Uses of the Upwork API. Developer must never do any of the following:
- Use the Upwork API in any Developer Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, promotes or offers malicious code, or violates any applicable law or regulation.
- Use the Upwork API to retrieve Upwork Content that is then aggregated with third-party search results in such a way that a user cannot attribute the Upwork Content to Upwork (such as aggregated search results).
- Distribute or allow access to the Upwork API to anyone other than the entity on whose behalf Developer agreed to these Terms, or create an application programming interface that enables access to Upwork Content
- Prohibited Uses/Functions of Developer Application. Developer and the Developer Application must not do the following:
- Implement features or business practices that unlawfully harm the professional reputation or relationships of Upwork or Upwork users.
- Use Upwork Content received from the Upwork API in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
- Impersonate Upwork or an Upwork user or intentionally misrepresent Upwork or any Upwork user or other third party when requesting or publishing information.
- Obfuscate or hide any Upwork buttons, sign-in functionality, or consent or authorization flows from your users.
- Proxy, request, or use Upwork account user names or passwords in any fashion for any reason.
- Request from the Upwork API more than the minimum data fields and application permissions the Developer Application needs.
- Try to exceed or circumvent limitations on calls and use. This includes creating multiple Developer Applications for identical, or largely similar, purposes.
- Download, scrape, post, or transmit, in any form or by any means, any part of the Site or Site Services, including data retrieved by web browser plugins.
- Copy, reformat, reverse-engineer, or otherwise modify the Upwork API, Access Credentials, the Site, the Site Services, or any Upwork Content.
- Promote or operate any product or service that competes with the Upwork Site Services.
- Interfere with or disrupt Upwork services, Upwork servers or networks connected to Upwork services, or disobey any requirements, procedures, policies or regulations of networks connected to the Upwork Site or Site Services.
- Engage in any conduct that fails to comply with, or is otherwise inconsistent with, any agreement between Developer and Upwork or any written instructions provided by Upwork.
- Permitted Uses of the Upwork API. Your use of the Upwork API is limited to the purpose of facilitating your own or your Users’ use of the Upwork Site and Site Services. Some examples of permitted uses of the Upwork API would be to create Applications that:
- Using the Upwork API. As part of the API Terms, Upwork grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the Upwork API solely to do the following and subject to the restrictions set forth in the API Terms:
- Enable your Application to interact with Upwork’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
- Make limited intermediate copies of Upwork Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
- Rearrange or reorganize Upwork Content within your Application; and
- Display in your Application Upwork Content consistent with this Agreement.
- Access Credentials. Upwork will provide you with Access Credentials that permit you to access the Upwork API. The Access Credentials are the property of Upwork and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the Upwork Terms of Service, or if Upwork terminates the API Terms.
- API Call Limitations. The number of API calls you will permitted to make during any given time period may be limited. Upwork will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. Upwork may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the Upwork API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.
- Obligations to Upwork. Developer may only use, disclose, and otherwise process Upwork User Data in accordance with the written instructions of Upwork and applicable laws, rules and regulations.
- Prohibited Uses. Developer will not:
- Use Upwork Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable Upwork user or (2) the purpose of providing services to Upwork.
- Use Upwork Content for any research or publication purpose without prior written consent and a license from Upwork to research or publish, as applicable, Upwork Content.
- Use Upwork Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
- Use Upwork Content for user profiling purposes or for advertising purposes.
- Sell, lease, sublicense, or otherwise transfer, directly or indirectly, Upwork Content to any third party.
- Augment, commingle, or supplement Upwork Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
- Use the user identification or authentication codes connected to any Upwork user to disclose information related to that user to any third party.
- Authentication Tokens. Developer may store any Developer Application-specific alphanumeric user identification codes that Upwork provides to Developer for identifying individual users of the Developer Application or any tokens that Upwork provides to Developer when an Upwork user authenticates the Developer Application for the Upwork user’s account.
- Cached Content. Solely for the purpose of improving user experience, Developer may cache Upwork Content for no more than twenty-four (24) hours.
- Deletion. Developer must promptly and securely delete all Upwork User Data collected from Upwork users upon request of the Upwork user, when the Upwork user deactivates or uninstalls the Developer Application, when the Upwork user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all Upwork Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon termination of the API Terms.
- User Agreement and Privacy Policy. The Developer Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access the Development Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Upwork users.
- User Consent. Before obtaining information from Upwork users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.
- Upwork Materials. Upwork owns all rights, title, and interest, including all intellectual property rights, in and to, the Upwork API; all elements, components, and executables of the Upwork API; and all elements, components, and executables of the Site Services (collectively, the “Upwork Materials”). The only exception to this is any information or Content which you as an Upwork user have licensed to Upwork under the Upwork Terms of Service. Except for the express licenses granted in the API Terms, Upwork does not grant you any right, title, or interest in the Upwork Materials. Developer agrees to take such actions as Upwork may reasonably request to perfect Upwork’s rights to the Upwork Materials.
- Developer Property. Except to the extent the Developer Application contains Upwork Materials, Upwork claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant Upwork a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to Upwork users; (2) link to and direct Upwork users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
- Feedback. Developer may, but is not required to, provide suggestions, comments, ideas, or know‐how, in any form, to Upwork related to Upwork products, services or technology (“Feedback”). To the extent Developer provides Feedback to Upwork, Developer grants Upwork the right to use such Feedback without any right to compensation from Upwork.
- Term. The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.
- Developer’s Termination Rights. Developer may terminate the API Terms by discontinuing use of the Upwork API and returning all Upwork Content, including Upwork User Data.
- Suspension and Termination. Upwork may suspend or terminate Developer’s use of the Upwork API at any time if we believe you have violated the API Terms or Upwork Terms of Service, or if we believe the availability of the Upwork API in the Developer Application is not in our or our users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the Upwork API or Site Services must be deleted.
- Effect of Termination. Upon termination of these Terms:
- all rights and licenses granted to Developer will terminate immediately;
- Developer will promptly and securely destroy Upwork Content in your possession or control;
- neither party is liable to the other party solely because the API Terms have been terminated;
- unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all Upwork Content and Upwork User Data or other data which you stored pursuant to your use of the Upwork API. Upwork may require that you certify in writing your compliance with this section; and
- Upwork will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (Upwork has no other obligation to delete copies of, references to, or links to the Developer Application).
- Disclaimer of Warranties. UPWORK PROVIDES THE UPWORK API, UPWORK CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UPWORK DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. UPWORK DOES NOT GUARANTEE THAT THE UPWORK API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE UPWORK API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. UPWORK DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, UPWORK DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE UPWORK API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
- Limitations of Liability. UPWORK AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE UPWORK API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT UPWORK MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
- Indemnification. You will defend, hold harmless, and indemnify Upwork (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.
- Relationship of the Parties. The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
- Assignability. You may not assign the API Terms, nor any of your rights or obligations hereunder, without Upwork’s prior written consent. Upwork may freely assign the API Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the API Terms will inure to the benefit of successors and permitted assigns of the parties.
- Severability. If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
- Choice of Law and Venue. The API Terms and any controversy, dispute or claim arising out of or relating to the API Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to any User located outside the United States, the User agrees that the California state courts of Santa Clara County (or, if there is federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue with respect to any claim arising out of or relating to the API Terms and consents to the personal jurisdiction and venue of those courts.
- No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
- Miscellaneous. The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork.
Upwork Pro Services Terms
Version 1.0
Effective June 27th 2024
DownloadTable of Contents
1. ACCEPTANCE OF SERVICE CONTRACT AND TERMS
2. DELIVERABLES
3. DISPUTES
4. VIOLATION OF UPWORK TERMS OF SERVICE OR LAW
'Upwork Team' Software License Agreement
Version 1.0
Effective May 5th 2015
DownloadTable of Contents
Upwork Payroll Agreement
Version 3.1
Effective November 1st 2018
DownloadTable of Contents
Upwork Digital Accessibility Statement
Version 3.1
Effective July 1st 2024
DownloadTable of Contents
Reasonable Accommodations
Online Accessibility
Upwork strives to provide an accessible digital experience for our users.
The Web Content Accessibility Guidelines (WCAG) defines requirements for website providers to improve online accessibility for people with disabilities. Upwork has voluntarily undertaken efforts to comply with, and in some cases exceed, Level AA of the latest version of WCAG guidelines, and employs formal accessibility quality assurance methods to ensure accessibility of Upwork’s digital platform.
Third-Party Websites and Elements
Upwork's website may contain sections or links to webpages that are hosted or controlled/powered by third parties, or engage third party plugins or services. WCAG compliance for these sections will be controlled by these third party providers, not by Upwork. Upwork does not make representations with regard to the accessibility of third-party websites and may not be able to remediate accessibility barriers on such websites. However, Upwork continually works to identify and adopt more accessible alternatives to such sections and sites wherever feasible.
Feedback
Nondiscrimination Statement
Version 1.3
Effective September 22nd 2020
DownloadTable of Contents
Master Subscription Agreement (Enterprise Standard)
Version 7.0
Effective July 26th 2023
DownloadTable of Contents
- DEFINITIONS. The following terms will have the meanings ascribed to them below when used in this Agreement:
- PLATFORM AND SERVICES.
- FEES AND PAYMENTS.
- TERM AND TERMINATION.
- INTELLECTUAL PROPERTY.
- REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
- CONFIDENTIALITY.
- INDEMNIFICATION.
- LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE TO UPWORK FROM SUBSCRIBER UNDER THIS AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- MISCELLANEOUS.
The foregoing policies will be issued on an occurrence basis and provided by a carrier with a rating of at least A-VII. The existence of these insurance policies will neither limit nor expand Upwork’s liability hereunder. Upon Subscriber’s request, Upwork will provide Subscriber with a certification evidencing the coverage described in this Section.
Master Subscription Agreement (WPP)
Version 3.3
Effective June 30th 2023
DownloadTable of Contents
- DEFINITIONS. The following terms will have the meanings ascribed to the below when used in this Agreement:
- PLATFORM AND SERVICES.
- FEES AND PAYMENTS.
- TERM AND TERMINATION.
- INTELLECTUAL PROPERTY.
- REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
- CONFIDENTIALITY.
- INDEMNIFICATION.
- LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE TO UPWORK FROM SUBSCRIBER UNDER THIS AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- MISCELLANEOUS.
The foregoing policies will be issued on an occurrence basis and provided by a carrier with a rating of at least A-VII. The existence of these insurance policies will neither limit nor expand Upwork’s liability hereunder. Upon Subscriber’s request, Upwork will provide Subscriber with a certification evidencing the coverage described in this Section.
Master Subscription Agreement (Compliance)
Version 5.0
Effective March 26th 2021
DownloadTable of Contents
This Master Subscription Agreement governs each Order Form (collectively, the “Agreement”) entered into by Upwork Global Inc. (“Upwork”) and the subscriber identified in the Order Form (“Subscriber”). Any term used in this Master Subscription Agreement that is defined in the Order Form and is not otherwise defined herein will have the meaning ascribed to it in the Order Form. The parties hereby agree:
- DEFINITIONS. The following terms will have the meanings ascribed to the below when used in this Agreement:
- PLATFORM AND SERVICES.
- FEES AND PAYMENTS.
- TERM AND TERMINATION.
- INTELLECTUAL PROPERTY.
- REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
- CONFIDENTIALITY.
- INDEMNIFICATION.
- LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK FROM SUBSCRIBER UNDER THIS AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR WHICH LIABILITY IS SOUGHT TO BE IMPOSED. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- MISCELLANEOUS.
The foregoing policies will be issued on an occurrence basis and provided by a carrier with a rating of at least A-VII. The existence of these insurance policies will neither limit nor expand Upwork’s liability hereunder. Upon Subscriber’s request, Upwork will provide Subscriber with a certification evidencing the coverage described in this Section.
Independent Contractor Agreement Premium
Version 1.6
Effective June 29th 2023
DownloadTable of Contents
UTG INDEPENDENT CONTRACTOR AGREEMENT
UPWORK CONFIDENTIAL
1.BACKGROUND AND INITIAL OBLIGATIONS.
1.1 Use of Platform.
1.2 Identity of Freelancer.
1.3 Work for Upwork Client.
1.4 UPWORK CLIENT CONFIDENTIALITY.
1.5 The Project.
1.6 Use of the Upwork Site.
1.7 Upwork Enterprise.
1.8 Upwork Enterprise Compliance.
1.9 Information Provided by Freelancer.
2. PROJECT AND PERFORMANCE OF SERVICES.
2.1 Project Work Product.
2.2 Performance of Services.
2.3 Agreements with Upwork Client.
3. COMPENSATION.
4. INDEPENDENT CONTRACTOR RELATIONSHIP.
4.1 No Employment or Agency.
4.2 Tax and Regulatory Compliance.
4.3 Withholding.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Definition of Inventions and Intellectual Property Rights.
5.2 Definition of use of Background Technology.
5.3 Ownership and Assignment of Work Product.
5.4 License to Background Technology.
5.5 License to or Waiver of Other Rights.
5.6 Assistance.
5.7 Compensation.
No additional payment shall be made for the above-mentioned assignments, transfers, and/or grants, which are included in the compensation (Section 3 of this Agreement), subject only to the mandatory payment provisions under applicable law.
6. CONFLICTING PROJECTS.
7. CONFIDENTIAL INFORMATION OF THE UPWORK CLIENT.
8. CONFIDENTIAL INFORMATION OF UTG.
9. FREELANCER’S AGENTS AND SUBCONTRACTORS.
9.1 Project and Performance of Services.
9.2 Freelancer Responsible for Freelancer Personnel.
9.3 Intellectual Property Rights.
9.4 Indemnification.
10. FREELANCER’S COVENANTS, REPRESENTATIONS AND WARRANTIES.
11. UTG DISCLAIMER; LIMITATION OF LIABILITY.
11.1 Disclaimer.
11.2 Limitation of Liability.
12. INDEMNIFICATION.
13. INSURANCE.
14.TERM AND TERMINATION.
14.1 Term.
14.2 Termination with Cause.
14.3 Return of Property.
14.4 Survival.
15. DISPUTES; ARBITRATION PROVISION.
15.1 Dispute Process.
15.2 Informal Dispute Resolution.
15.3 Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Freelancers Located Outside the United States and Its Territories).
16. GENERAL PROVISIONS
16.1 Choice of Law.
16.2 Severability.
16.3 No Assignment.
16.4 Injunctive Relief.
16.5 Waiver.
16.6 Export.
16.7 Entire Agreement.
16.8 Electronic Acceptance.
EXHIBIT A
Privacy and Information Security Exhibit
To the extent Freelancer (1) collects, stores, transmits, discloses, processes, and/or otherwise uses information that identifies a particular individual (“Personal Information”) or (2) accesses Upwork Client’s computer systems or networks in providing services under this Agreement, Freelancer will comply with the privacy and security requirements in this Exhibit for the purpose of conforming with applicable laws regarding protection of Personal Information. Freelancer is expected to be familiar with such laws and take whatever additional security measures may be warranted by the particular circumstances.
Privacy Requirements
1. Personal Information: Freelancer will collect, store, transmit, disclose, process, destroy, or otherwise process Personal Information only (a) for purposes of providing the Services and as otherwise instructed by Upwork Client, (b) in accordance with this Exhibit 1, and (c) in compliance with applicable law. In the event of any conflict between applicable law and this Exhibit 1, Freelancer will comply with applicable law. Personal Information includes any information related to an identified or identifiable natural person where such information is protected under applicable data protection law.
2. Notification Of Security Incident: Freelancer will notify Upwork Client of any actual or suspected security incident involving Personal Information as soon as possible after becoming aware of the incident, but never later than 24 hours after learning of the incident. Freelancer will cooperate with Upwork Client on any investigation of the security incident. A “security incident” is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information transmitted, stored or otherwise processed.
3. Security Standards: Freelancer will utilize reasonable and physical, technical and administrative safeguards to protect Personal Information and comply at all times with applicable laws concerning the protection and securing of Personal Information. For as long as Freelancer has access to Personal Information or to Upwork Client’s systems/networks, Freelancer will update security practices and controls at Freelancer’s own cost.
- Use up-to-date software and firmware that includes any current patches and updates and that is configured to automatically update/patch;
- Use a firewall to protect Freelancer’s own information systems;
- Use strong, unique passwords of at least 8 characters (with a mix of letters, numbers, and special characters where possible) for access to devices and applications;
- Use password-activated screensavers to lock hardware or devices after a period of inactivity;
- Configure devices and applications to require new passwords at least every 90 days;
- Ensure that multiple failed login attempts (no more than 10) to devices and applications result in lockout (check security settings on applications); and
- Disable Bluetooth on devices (except when use is necessary).
6. Secure Practices:
- Freelancer will only connect to trusted, private wireless networks that use complex passwords not known or easily accessible to the public (e.g., not Starbucks).
- Freelancer will not share hardware or devices with other people (roommates, spouses, children, etc.) while performing the Engagement until all Personal Information is removed/destroyed from the hardware or device. Hardware and devices shall be housed in secure places when not in use.
- Freelancer will not download and install unsolicited software. Software downloaded to hardware or devices that connect to Upwork Client’s systems/network could be used to distribute malware.
- Freelancer will not share passwords used to access Personal Information with anyone or post passwords near hardware or devices.
- Freelancer will not disclose Personal Information to a subcontractor without Upwork Client’s prior, written consent. Freelancer will not disclose Personal Information to any other third party without Upwork Client’s prior, written consent except as required by law. Freelancer will not ever sell Personal Information. Freelancer will promptly notify Upwork Client of any legally binding request for the production or disclosure of Personal Information (unless prohibited by law from doing so) to allow Upwork Client sufficient time to object to the request.
- Freelancer will not attempt to link, identify, or otherwise create a relationship between Personal Information made available to Freelancer by Upwork Client with any other data without the express authorization of Upwork Client.
- In the event Freelancer access to, or storage of, Personal Information results in the transfer of Personal Information to a country outside the country where the Personal Information originated, Freelancer will, at Upwork Client’s request and to the extent required by applicable law, take such reasonable steps as Upwork Client deems necessary (e.g., execute a data transfer agreement) to comply with any law in the country of origin that restricts the international transfer of Personal Information.
- Freelancer will cooperate with Upwork Client’s reasonable request for assistance in responding to a request to Upwork Client by an individual to exercise his or her rights under applicable data protection law, including but not limited to requests to delete Personal Information, and requests to access Personal Information. In the event Freelancer receives such a request directly from an individual concerning Personal Information in Freelancer’s possession, Freelancer will promptly forward the request to Upwork Client so that Upwork Client can respond to the individual.
- Freelancer will make available, upon Upwork Client’s reasonable request, information necessary to demonstrate compliance with this Exhibit 1 and will allow for audits or inspection by Upwork Client or its designee concerning Freelancer’s handling of Personal Information in accordance with this Exhibit 1.
- In the event the Personal Information relates to an individual located in the European Economic Area, Attachment A to this Exhibit 1 describes the nature and purpose of the processing of Personal Information, the type of Personal Information processed, and the categories of data subjects.
Attachment A
Description Of The Processing
Nature Of Processing By Freelancer:
Purposes Of Processing By Freelancer:
Categories Of Data Subjects Whose Personal Information Is Processed By Freelancer:
Categories Of Personal Information Processed By Freelancer:
Upwork Talent Scout User Agreement
Version 1.0
Effective October 6th 2020
DownloadTable of Contents
Upwork Talent Scout User Agreement
Version 3.0
Effective October 6th 2020
DownloadTable of Contents
WEWORK CLIENT ADDENDUM FOR UPWORK ENTERPRISE SERVICES
Version 1.0
Effective August 1st 2017
DownloadTable of Contents
Starter Project Program Terms of Use for Clients and Freelancers
Version 1.0
Effective June 6th 2017
DownloadTable of Contents
Team Builder Terms for Clients
Version 2.0
Effective August 9th 2017
DownloadTable of Contents
Work Together Talent Grants Terms and Conditions
Version 1.2
Effective April 27th 2020
DownloadTable of Contents
1. Grant Program
2. Eligibility
a. Eligibility Criteria
- An Application must be completed at www.upwork.com/worktogether and must be completed in a truthful and accurate manner, contain a permitted purpose for a response or relief effort for COVID-19, and contain sufficient information for Upwork to evaluate the likely success of the Proposal in meeting its intended purpose;
- The Applicant (a) must be a registered user of the site, www.Upwork.com, before the Grant is made, (b) must be a business or non-profit entity (natural persons are not eligible for a Grant and may only complete Applications as authorized agents of a business entity), and (c) may not be (i) a religious entity, (ii) a lobbying or political advocacy entity; or (ii) an entity that engages in discriminatory practices;
- The Applicant must cooperate with Upwork and provide additional information about Applicant or the Application upon request;
- The Applicant’s Account (as defined in the Upwork Terms of Service) must be in good standing at the time the Application is made and at the time the Grant is awarded;
- The Proposal may not, in whole or in part, be for any prohibited purpose (each, below, a “Prohibited Purpose”):
- Any purpose that is in conflict with Upwork’s values or mission,
- A religious purpose,
- Any purpose that will involve unlawful discrimination,
- A personal purpose of the Applicant or any other person, e.g., to pay personal bills,
- Political or lobbying efforts,
- Litigation purposes, or
- Any purpose other than to further a COVID-19 response
b. No Entitlement
3. Grant Recipients and Awards
a. Notification.
b. Acceptance.
c. Award.
d. Complimentary Plus Membership.
4. Conditions of Grant
- To sign a Grant Agreement;
- To use the Grant funds for the stated Proposal in the Application;
- To create Promotional Materials and to be featured, and for your content to be featured, in promotional materials, including, without limitation, advertisements promoting Upwork, and to assign the rights to all such materials to Upwork for marketing purposes, as described and assigned in Section 5;
- To comply with Upwork’s Nondiscrimination Statement;
- To subscribe to marketing emails;
- To use the Grant by December 27, 2020, and agrees that the failure to do so is authorization for Upwork to remove any remaining funds from Recipient’s Account
- It will not use Grant funds to pay any Freelancer or Agency that Recipient invited to join the Site (a “BYO Talent”);
- It will not use Grant funds for any Prohibited Purpose.
5. License to Content; Company Name and Logo; Likenesses
6. Upwork Service Fees
7. Authority
8. Privacy
9. Additional Definitions
Jumpstarter Projects Program Terms of Use
Version 1.3
Effective December 10th 2018
DownloadTable of Contents
Upwork Terms for Task Mate Beta
Version 1.0
Effective August 19th 2022
DownloadTable of Contents
Electronic Delivery Consent of Internal Revenue Service (“IRS”) Tax Information Returns
Version 1.0
Effective January 18th 2023
DownloadTable of Contents
Independent Contractor Agreement
Version 2.1
Effective February 24th 2023
DownloadTable of Contents
UTG INDEPENDENT CONTRACTOR AGREEMENT
UPWORK CONFIDENTIAL
1.BACKGROUND AND INITIAL OBLIGATIONS.
1.1 Use of Platform.
1.2 Identity of Freelancer.
1.3 Work for Upwork Client.
1.4 UPWORK CLIENT CONFIDENTIALITY.
1.5 The Project.
1.6 Use of the Upwork Site.
1.7 Upwork Enterprise.
1.8 Upwork Enterprise Compliance.
1.9 Information Provided by Freelancer.
2. PROJECT AND PERFORMANCE OF SERVICES.
2.1 Project Work Product.
2.2 Performance of Services.
2.3 Agreements with Upwork Client.
3. COMPENSATION.
4. INDEPENDENT CONTRACTOR RELATIONSHIP.
4.1 No Employment or Agency.
4.2 Tax and Regulatory Compliance.
4.3 Withholding.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Definition of Inventions and Intellectual Property Rights.
5.2 Definition of use of Background Technology.
5.3 Ownership and Assignment of Work Product.
5.4 License to Background Technology.
5.5 License to or Waiver of Other Rights.
5.6 Assistance.
6. CONFLICTING PROJECTS.
7. CONFIDENTIAL INFORMATION OF THE UPWORK CLIENT.
8. CONFIDENTIAL INFORMATION OF UTG.
9. FREELANCER’S AGENTS AND SUBCONTRACTORS.
9.1 Project and Performance of Services.
9.2 Freelancer Responsible for Freelancer Personnel.
9.3 Intellectual Property Rights.
9.4 Indemnification.
10. FREELANCER’S COVENANTS, REPRESENTATIONS AND WARRANTIES.
11. UTG DISCLAIMER; LIMITATION OF LIABILITY.
11.1 Disclaimer.
11.2 Limitation of Liability.
12. INDEMNIFICATION.
13. INSURANCE.
14.TERM AND TERMINATION.
14.1 Term.
14.2 Termination with Cause.
14.3 Return of Property.
14.4 Survival.
15. DISPUTES; ARBITRATION PROVISION.
15.1 Dispute Process.
15.2 Informal Dispute Resolution.
15.3 Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Freelancers Located Outside the United States and Its Territories).
16. GENERAL PROVISIONS
16.1 Choice of Law.
16.2 Severability.
16.3 No Assignment.
16.4 Injunctive Relief.
16.5 Waiver.
16.6 Export.
16.7 Entire Agreement.
16.8 Electronic Acceptance.
EXHIBIT A
Privacy and Information Security Exhibit
To the extent Freelancer (1) collects, stores, transmits, discloses, processes, and/or otherwise uses information that identifies a particular individual (“Personal Information”) or (2) accesses Upwork Client’s computer systems or networks in providing services under this Agreement, Freelancer will comply with the privacy and security requirements in this Exhibit for the purpose of conforming with applicable laws regarding protection of Personal Information. Freelancer is expected to be familiar with such laws and take whatever additional security measures may be warranted by the particular circumstances.
Privacy Requirements
1. Personal Information: Freelancer will collect, store, transmit, disclose, process, destroy, or otherwise process Personal Information only (a) for purposes of providing the Services and as otherwise instructed by Upwork Client, (b) in accordance with this Exhibit 1, and (c) in compliance with applicable law. In the event of any conflict between applicable law and this Exhibit 1, Freelancer will comply with applicable law. Personal Information includes any information related to an identified or identifiable natural person where such information is protected under applicable data protection law.
2. Notification Of Security Incident: Freelancer will notify Upwork Client of any actual or suspected security incident involving Personal Information as soon as possible after becoming aware of the incident, but never later than 24 hours after learning of the incident. Freelancer will cooperate with Upwork Client on any investigation of the security incident. A “security incident” is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information transmitted, stored or otherwise processed.
3. Security Standards: Freelancer will utilize reasonable and physical, technical and administrative safeguards to protect Personal Information and comply at all times with applicable laws concerning the protection and securing of Personal Information. For as long as Freelancer has access to Personal Information or to Upwork Client’s systems/networks, Freelancer will update security practices and controls at Freelancer’s own cost.
- Use up-to-date software and firmware that includes any current patches and updates and that is configured to automatically update/patch;
- Use a firewall to protect Freelancer’s own information systems;
- Use strong, unique passwords of at least 8 characters (with a mix of letters, numbers, and special characters where possible) for access to devices and applications;
- Use password-activated screensavers to lock hardware or devices after a period of inactivity;
- Configure devices and applications to require new passwords at least every 90 days;
- Ensure that multiple failed login attempts (no more than 10) to devices and applications result in lockout (check security settings on applications); and
- Disable Bluetooth on devices (except when use is necessary).
6. Secure Practices:
- Freelancer will only connect to trusted, private wireless networks that use complex passwords not known or easily accessible to the public (e.g., not Starbucks).
- Freelancer will not share hardware or devices with other people (roommates, spouses, children, etc.) while performing the Engagement until all Personal Information is removed/destroyed from the hardware or device. Hardware and devices shall be housed in secure places when not in use.
- Freelancer will not download and install unsolicited software. Software downloaded to hardware or devices that connect to Upwork Client’s systems/network could be used to distribute malware.
- Freelancer will not share passwords used to access Personal Information with anyone or post passwords near hardware or devices.
- Freelancer will not disclose Personal Information to a subcontractor without Upwork Client’s prior, written consent. Freelancer will not disclose Personal Information to any other third party without Upwork Client’s prior, written consent except as required by law. Freelancer will not ever sell Personal Information. Freelancer will promptly notify Upwork Client of any legally binding request for the production or disclosure of Personal Information (unless prohibited by law from doing so) to allow Upwork Client sufficient time to object to the request.
- Freelancer will not attempt to link, identify, or otherwise create a relationship between Personal Information made available to Freelancer by Upwork Client with any other data without the express authorization of Upwork Client.
- In the event Freelancer access to, or storage of, Personal Information results in the transfer of Personal Information to a country outside the country where the Personal Information originated, Freelancer will, at Upwork Client’s request and to the extent required by applicable law, take such reasonable steps as Upwork Client deems necessary (e.g., execute a data transfer agreement) to comply with any law in the country of origin that restricts the international transfer of Personal Information.
- Freelancer will cooperate with Upwork Client’s reasonable request for assistance in responding to a request to Upwork Client by an individual to exercise his or her rights under applicable data protection law, including but not limited to requests to delete Personal Information, and requests to access Personal Information. In the event Freelancer receives such a request directly from an individual concerning Personal Information in Freelancer’s possession, Freelancer will promptly forward the request to Upwork Client so that Upwork Client can respond to the individual.
- Freelancer will make available, upon Upwork Client’s reasonable request, information necessary to demonstrate compliance with this Exhibit 1 and will allow for audits or inspection by Upwork Client or its designee concerning Freelancer’s handling of Personal Information in accordance with this Exhibit 1.
- In the event the Personal Information relates to an individual located in the European Economic Area, Attachment A to this Exhibit 1 describes the nature and purpose of the processing of Personal Information, the type of Personal Information processed, and the categories of data subjects.
Attachment A
Description Of The Processing
Nature Of Processing By Freelancer:
Purposes Of Processing By Freelancer:
Categories Of Data Subjects Whose Personal Information Is Processed By Freelancer:
Categories Of Personal Information Processed By Freelancer:
Referral Program Terms & Conditions
Version 2.0
Effective May 15th 2024
DownloadTable of Contents
Eligibility
Referrer: You must be a registered user with an active account on Upwork (www.upwork.com) and be invited by Upwork to participate in the Referral Program.
Referee: To be an eligible referee, you must not have ever had an Upwork Account (or an account with Upwork predecessors, oDesk or Elance, prior to 2014), and you must be referred by a qualified referrer via their unique referral link or code.
Qualified Referrals
For a referral to be considered a Qualified Referral, all of the following must occur:
As an eligible referrer, you share your unique referral link or code with an eligible referee;
The eligible referee registers for an Upwork Account using your unique referral link or code;
The eligible referee enters into a Service Contract within the time frame designated in the referral invitation; and
Any other requirements as detailed in your specific Referral Program offer are met. Check your Referral Program offer for eligibility details such as required minimum spend by the Referee or time limits.
Earn and Spend Referral Rewards
Referrers: As a qualified referrer, you will earn Referral Rewards in the form of account credit, as specified in the Referral Program offer, for each Qualified Referral you make under the Referral Program. Once the conditions for the Qualified Referral have been met, Upwork will apply the account credit to your Upwork Account.
Referees: As an eligible referee, you will earn Referral Rewards in the form of account credit, as specified in the Referral Program offer, if you meet the conditions of a Qualified Referral. Check the referral offer you received for applicable terms such as required minimum spend or time limits.
Redemption: You can spend account credit on your next Upwork purchase, unless there are restrictions listed on your specific referral offer. Referral Reward account credit cannot be transferred.
Important Disclaimers
Upwork reserves the right to suspend your account and remove any account credit should we notice any activity by the Referrer and/or Referee that is determined to be a violation of this Referral Program Terms or Upwork’s Terms of Service. We reserve the right to amend, suspend or terminate this Referral Program at any time without notice.
Master Subscription Agreement (Enterprise Core)
Version 3.1
Effective April 9th 2024
DownloadTable of Contents
- DEFINITIONS. The following terms will have the meanings ascribed to them below when used in this Agreement:
- PLATFORM AND SERVICES.
- FEES AND PAYMENTS.
- TERM AND TERMINATION.
- INTELLECTUAL PROPERTY.
- REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
- CONFIDENTIALITY.
- INDEMNIFICATION.
- LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE TO UPWORK FROM SUBSCRIBER UNDER THIS AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- MISCELLANEOUS.
Recruitment Services Terms
Version 2.0
Effective May 2nd 2024
DownloadTable of Contents
If a Client signs up to use Upwork’s Recruitment Services, this Recruitment Services Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
This Agreement is a binding legal agreement by and between Client (“Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork’s Recruitment Services.
1. UPWORK RECRUITMENT SERVICES
Upwork helps clients scale their teams with top talent remotely or on-site, by linking them with the curated pool of professionals on the Upwork platform or website, enabling clients to find the right talent for an employment position. Client acknowledges that Upwork’s Recruitment Services provides tools to facilitate job postings, candidate search, and communication with Freelancers who are potential candidates for an employment position as described by Client to Upwork (each, a “Candidate”). These tools may present different results for similar search queries and allow for the organization of Candidates based on their alignment with job criteria. Client understands that results may vary.
2. CONTENT
Client is solely responsible for all content posted on the Upwork Platform through the Recruitment Services, including job descriptions, postings, and communications with Candidates. This responsibility extends to ensuring that content complies with legal and ethical standards and does not infringe upon the rights of third parties.
3. PROHIBITED ACTIONS
Client agrees not to:
a. Use Upwork’s Recruitment Services to send unsolicited, spam-like communications, or to contact Candidates for purposes other than the specific employment opportunity described in the posting.
b. Engage in harassment, stalking, or any form of unwanted contact with Candidates.
c. Utilize automated means, including scraping, data mining, or similar data gathering and extraction tools, to access, query, or collect information from Upwork’s Recruitment Services without express written permission from the service provider.
d. Create, copy, modify, or distribute derivative works of Upwork’s Recruitment Services or any related technology without prior written consent from the service provider.
e. require Candidates to pay or reimburse Client for any part of the fees charged to Client by Upwork in connection with Upwork’s provision of Upwork Recruitment Services.
Direct competitors of Upwork, including but not limited to job aggregation, freelancer aggregation and posting websites, are prohibited from using Upwork’s Recruitment Services to contact Freelancers. Violation of this clause may result in immediate suspension or termination of service access, and legal action may be taken against the violator.
4. HIRING DECISIONS; LIMITATIONS ON HIRING
Client acknowledges and agrees that Client selects a Freelancer based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the job description. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Candidates, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer. All information regarding a Freelancer posted on or to the Site or provided by Upwork is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer information posted or provided by Upwork.
Upwork provides AI-driven tools that organize Candidates based on their potential alignment with Client’s requirements, analyzing the text in their resumes or their responses to screener questions. Despite this functionality, Client retains the ability to review any Candidate at their discretion, and Upwork does not make hiring decisions on behalf of any Client. By utilizing these tools, Client acknowledges that this functionality serves to assist rather than replace the need for human judgment and review in the hiring process. Client agrees not to rely solely on this technology, give it undue weight compared to other considerations, or let it override conclusions drawn from a comprehensive review of all relevant factors in Client’s decision-making and hiring practices.
5. NONDISCRIMINATION; COMPLIANCE WITH LAWS
Client is responsible for complying with Upwork’s Nondiscrimination Statement and with all applicable laws in connection with your job posts and hiring practices, including without limitation, as applicable, legal eligibility to work laws, wage transparency laws, nondiscrimination laws, accommodation and leave laws, privacy laws, and any other state, federal or international law.
6. FEES
For each successful hire of a Candidate, Client will pay to Upwork ten (10%) of the estimated first-year’s total cash compensation, including salary and incentive bonus, and excluding any sign-on, relocation, or similar bonus and any equity, equity-related, or non-cash compensation (the “Total Cash Compensation”) to be paid to a selected Candidate, regardless of whether the Candidate is chosen for the position set forth in the job description provided by Client to Upwork or an alternative position (the “Position Fee”). Each Position Fee is incurred on the applicable Candidate’s start date with Client and will be invoiced by Upwork without undue delay upon notification of the Candidate’s start date. Client acknowledges and understands that payment is due in full the day the invoice is sent. Client agrees and authorizes Upwork to charge Client’s Payment Method the full amount invoiced during a Billing Period on the same day the invoice is issued.
Client agrees and acknowledges that the pricing and offerings associated with Upwork’s Recruitment Services are subject to change.
7. TERMINATION OF UPWORK’S RECRUITMENT SERVICES
Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork’s Recruitment Services at any time after providing Client with notice of such termination at least 10 days in advance of the final day Upwork’s Recruitment Services will be offered (the “Termination Date”).
8. NON-CIRCUMVENTION
If Client engages (or directs a third party to engage) the services of a Freelancer first presented by Upwork as a Candidate within two years after the date that such Candidate is first presented to Client, then Client agrees to pay Upwork the Position Fee. This provision does not apply to (i) Known Candidates or (ii) Candidates responding independently (without direct solicitation) to Client’s indirect solicitations (such as employment agency referrals and internet job postings). A “Known Candidate” means any individual that was already known by Client and is under active consideration by Client for open positions prior to Upwork presenting the individual to Client as a Candidate.
9. AUDIT RIGHTS
Client will maintain reasonable records related to the engagement of Candidates (“Engagement Records”) for at least two years following the engagement of the Candidate’s work for Client (the “Record-Keeping Period”). Subject to restrictions imposed by laws and regulations related to the privacy of the Candidate, for the duration of the Record-Keeping Period, Upwork, at its sole cost and expense and no more than once per calendar year, may audit Engagement Records at any time during Upwork’s normal business hours after providing Client with 15 days’ written notice of such audit. Upwork will conduct audits in a manner that is designed to minimize disruptions to Client’s business operations. If errors are identified by an audit, then Client shall take prompt action to correct such errors.
10. OTHER TERMS
Together with the Upwork User Agreement and other Terms of Service, these Recruitment Services Terms represent the entire agreement with Upwork and supersede all prior agreements and understandings with respect to the matters covered. You agree that you did not accept the Recruitment Services Terms based on any representations, whether written or oral, other than those contained herein. In the event of a conflict between these Recruitment Services Terms and any other agreement in the Terms of Service, these Recruitment Services Terms shall govern.
11. CONTACTING US
Dispute Terms Applicable to Service Contracts With Clients on Business Plus - Net30 Terms
Version 1.0
Effective September 25th 2024
DownloadTable of Contents
Upwork Business Plus Addendum for Billing and Payment Terms (Net-30)
Version 1.1
Effective September 25th 2024
DownloadTable of Contents
Non-Executable Version
This Addendum for Billing and Payment Terms (this “Addendum”) is incorporated into the Fee and ACH Authorization Agreement (accessible at https://www.upwork.com/legal#fees) and is an agreement between You (Client) and Upwork Global Inc. and its affiliates (“Upwork”). This Addendum is part of and incorporates by reference the User Agreement (accessible at https://www.upwork.com/legal#useragreement), and the other Terms of Service (accessible at https://www.upwork.com/legal#terms). Capitalized terms not defined in this Addendum are defined in the User Agreement or elsewhere in the Terms of Service.
1. Business Plus Billing and Payment Service. Upwork, at its sole discretion, offers You access to Business Plus Billing and Payment Service in accordance with this Addendum.
a. “Freelancer Payments” means all payments made by Upwork to Freelancers on Your behalf in accordance with this Addendum, including, if applicable, expenses authorized by You or required by law.
b. “Service” under this Addendum refers to Upwork issuing Freelancer Payments on your behalf as due for each Service Contract entered on the Site, and then billing You in arrears on a monthly basis for all such payments in addition to all applicable fees and costs. This Service does not apply to Consultations, Project Catalog, or Any Hire engagements entered into on the Site.
c. Payment obligations are non-cancelable and non-refundable.
d. Your ability to use this Business Plus Billing and Payment Service is subject to Upwork’s approval, and Upwork may grant, deny, limit, extend, withdraw, increase or decrease Your access to this Service at its sole discretion.
2. Freelancer Services and Relationship. This Addendum and the Services contemplated thereunder do not change or modify Your relationship with the Freelancer(s) that You engage on the Site. Once the Freelancer has agreed to provide Freelancer Services to You and has executed a Service Contract and any other necessary agreements, You and Freelancer will work directly together through the Site. Upwork will not supervise, control, or otherwise be responsible for the performance of the Freelancer Services by Freelancer. For the avoidance of doubt, You are responsible for the appropriate classification of each Freelancer. Independent contractor relationships can be supported through Upwork’s Marketplace. Should You classify the Freelancer as an employee, You acknowledge and agree that engagements with such Freelancer may only be supported on Upwork by engaging such Freelancer through the Upwork Payroll solution.
a. Hourly Work for Independent Contractors. For hourly work performed by Freelancers classified as independent contractors, You can dispute the Freelancer billing entries as described by this Section. The Freelancer invoice will cover the billing period that begins Mondays at 00:00 midnight UTC and ends Sundays at 23:59 UTC (the “Weekly Billing Period”). Following each Weekly Billing Period, You have from Monday at 12 noon UTC until Friday at 23:59 UTC to review the Freelancer’s billing records and file a dispute through the Platform if You dispute the hours billed by the Freelancer (the “Client Review Period”).
i. If You do not file a dispute during the Client Review Period, then (i) You will be deemed to have approved the time billed and accepted the Freelancer Services during the time reflected on the Platform at the end of the Client Review Period, and (ii) Upwork will be authorized and instructed to make payment to Freelancer for time reflected on the Platform. Once approved by You, Upwork will make payment to Freelancer and such payment cannot be revoked by You.
ii. If You file a dispute during the Client Review Period, (i) payment for the disputed period will be paused during the course of the dispute and (ii) Client and Freelancer will be obligated to cooperate in Upwork’s handling of the dispute. If either party fails to cooperate in a meaningful and timely manner in the dispute process, Client and Freelancer agree that the dispute may be resolved in the other party’s favor. Disputes handled by Upwork on hourly contracts can only address the hours billed, not the quality of the Freelancer Services or the Work Product. Clients and Freelancers are encouraged to use Work Diaries as part of the terms of their hourly Service Contracts, which will assist in facilitating the handling of disputes. Clients and Freelancers are also encouraged to collaborate to resolve the dispute between themselves. If Client and Freelancer fail to come to a resolution, Upwork will promptly investigate the Hourly Invoice and determine, in its sole discretion, whether an adjustment is appropriate consistent with the Work Diaries and other relevant data. Upwork’s determination of such dispute shall be final.
b. Milestone Work. For Engagements where Freelancer Payments are tied to completing milestones, You must approve or reject milestone approval requests through the Platform within 14 calendar days after such approval requests are submitted through the Platform.
i. You acknowledge and agree that if You approve the request or fail to take any action within this 14 calendar day period, then (i) the Freelancer Services or Freelancer Work Product reflected in the milestone approval request will be deemed accepted by You, (ii) any payment associated with the milestone will be deemed approved by You, and (iii) Upwork will be authorized and instructed to make payment to Freelancer for such milestone and to bill You for such payment. Once approved by You, Upwork will make payment to Freelancer on Your behalf and such payment cannot be revoked by You.
ii. In the event that you reject the milestone approval request within the 14 day period, (i) payment for the disputed milestone will be paused during the course of the dispute and (ii) Client and Freelancer will be obligated to cooperate in resolving the dispute. In the course of dispute resolution, Client or Freelancer may be requested to provide documentation in support of the dispute. If either party fails to cooperate in a meaningful and timely manner in the dispute process, Client and Freelancer agree that the dispute may be resolved in the other party’s favor. Clients and Freelancers are also encouraged to collaborate to resolve the dispute between themselves. If Client and Freelancer fail to come to a resolution, Upwork will promptly investigate the dispute and offer a non-binding resolution for the parties to consider. Upwork cannot render a binding judgment as it relates to the quality or functionality of the work provided. If Client and Freelancer do not agree to the proffered non-binding resolution, they may proceed to arbitration under the terms provided in the Arbitration provision of the Upwork Fixed Price Service Contract Escrow Instructions.
3. Payment Terms.
a. Payment is due within 30 days from the date of invoice.
b. If You have not initiated payment within 30 days from the date of invoice, You authorize Upwork to charge Your Payment Method on file.
c. Upwork reserves the right to utilize all legal remedies if Client is in default, including those listed in Section 6.4 of the User Agreement (accessible at https://www.upwork.com/legal#NONPAYMENT).
4. Applicability of Service. You acknowledge that the Service offered under this Addendum does not apply to Consultations, Project Catalog, or Any Hire engagements entered into on the Site and You acknowledge and agree that You will close out any active Consultations, Project Catalog, or Any Hire engagements before Upwork will render Service under this Addendum.
5. Taxes. All amounts payable to Upwork under this Addendum are exclusive of Taxes. You will be responsible for promptly paying or reimbursing, as the case might be, all Taxes arising in connection with this Addendum and all invoiced amounts shall be paid to Upwork in full, without any offset, deduction or withholding. If applicable for countries outside of the United States, You shall either (a) provide to Upwork its VAT or GST identification number(s) for the country where You (i) have established Your business, and/or (ii) uses the Services for Your business use, or (b) pay such Taxes via reverse charge mechanism to the appropriate tax authority. Upon request, You shall promptly provide Upwork with proof of Tax payments made to applicable authorities. If You provide a valid tax exemption certificate, Upwork will not charge You any Taxes from which it is exempt.
6. Term. This Addendum will become effective on the date Upwork provides You with notice of acceptance and approval for Your use of this Service (the ”Effective Date”) and will continue for a 30-day period, and will automatically renew for successive 30-day terms unless either side provides the other party notice of non-renewal. For the avoidance of doubt, if Your access to this Service is denied by Upwork in its sole discretion, the terms of the User Agreement and the other Terms of Service shall remain in effect pursuant to such terms.
7. Post-Termination Obligations. You are responsible for Freelancer Payments and any related fees and costs until the end of the then-current Term and you must pay Upwork for any and all costs invoiced in addition to any other amounts you may owe Upwork.
Use of this Service is subject to Upwork’s approval, and Upwork in its sole discretion may grant, deny, limit, extend, withdraw, increase or decrease Your access to this feature.