Contracts
- Terms of Service
- User Agreement
- Terms of Use
- Direct Contracts Terms
- Any Hire Terms
- Escrow Instructions
- Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
- Fixed Price Service Contract Escrow Instructions
- Fixed Price Direct Contract Escrow Instructions
- Hourly Direct 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 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
- 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
Terms of Service
Version 7.0
Effective February 2, 2023
DownloadTable of Contents
- User Agreement
- Terms of Use
- Direct Contract Terms
- 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 6.3
Effective July 7, 2022
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 4.7
Effective April 7, 2022
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
- 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
Direct Contracts Terms
Version 3.3
Effective April 27, 2021
DownloadTable of Contents
Any Hire Terms
Version 1.4
Effective September 20, 2022
DownloadSummary of changes
Table of Contents
Escrow Instructions
Version 3.5
Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
Version 3.4
Effective October 7, 2022
DownloadTable of Contents
- 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.
- 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 used Work Diaries enabled 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.
- 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.
- 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.
Fixed Price Service Contract Escrow Instructions
Version 4.0
Effective December 16, 2022
DownloadTable of Contents
- 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.
- 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.
- 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.
- 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, as described more fully below in Section 6.2.
- Filing A Dispute
- Freelancers & Agencies: Freelancers and Agencies may initiate an Escrow Dispute when a Client ends the project with an escrow balance or a Client fails to release a Milestone payment, despite any purported delivery of work. More information on how to file a dispute on active or ended contracts can be found here.
- Clients: Clients may initiate an Escrow Dispute by requesting an Escrow refund on the platform or by releasing a partial milestone payment. If the Freelancer or Agency disputes the Escrow refund or offers a partial Escrow refund that is subsequently rejected by the Client, the case 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.
- Notice of Escrow Dispute: Once a dispute has been filed, the Escrow dispute team that administers the Disputes Assistance Program (“Escrow Disputes Team”) will notify Client and Freelancer in writing of the Escrow dispute via ticket and request information and supporting documentation from the parties (“Notice of Escrow Dispute”).
- Lack of Participation: Client and Freelancer must respond to the Notice of Escrow Dispute within 5 calendar days. If one party 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 the non-responding party to the responding party.
- Non-Binding Assistance: After both Client and Freelancer respond to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and any 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, and if Client and Freelancer agree 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 a closure of the Escrow dispute ticket.
- No Resolution: If no resolution of the Escrow dispute has been reached within 21 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.
- 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. Failure to respond to the Notice of Dispute Mediation within 5 calendar days will result in the suspension of the non-participating party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the non-participating party’s ability to withdraw funds.
- 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 21 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.
- 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. 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”). To proceed with Arbitration, Client and Freelancer must each make the Arbitration Payment within 5 calendar days of the Notice of Arbitration Demand.
- 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 5 calendar days of the Notice of Arbitration Demand, 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 5 calendar days of the Notice of Arbitration Demand (“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 Arbitration Demand within 5 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 5 calendar days of the Notice of Arbitration Demand, Upwork will suspend the Non-Participating Party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the Non-Participating Party’s ability to withdraw funds.
- Arbitration Instructions: If both parties timely submit the Arbitration Payment, 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.
- 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.
- 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.
- 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.
- 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.
- 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, as described more fully below in Section 6.2.
- Filing A Dispute
- Freelancers & Agencies: Freelancers and Agencies may initiate an Escrow Dispute when a Client ends the project with an escrow balance or a Client fails to release a Milestone payment, despite any purported delivery of work. More information on how to file a dispute on active or ended contracts can be found here.
- Clients: Clients may initiate an Escrow Dispute by requesting an Escrow refund on the platform or by releasing a partial milestone payment. If the Freelancer or Agency disputes the Escrow refund or offers a partial Escrow refund that is subsequently rejected by the Client, the case 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.
- Notice of Escrow Dispute: Once a dispute has been filed, the Escrow dispute team that administers the Disputes Assistance Program (“Escrow Disputes Team”) will notify Client and Freelancer in writing of the Escrow dispute via ticket and request information and supporting documentation from the parties (“Notice of Escrow Dispute”).
- Lack of Participation: Client and Freelancer must respond to the Notice of Escrow Dispute within 5 calendar days. If one party 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 the non-responding party to the responding party.
- Non-Binding Assistance: After both Client and Freelancer respond to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and any 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, and if Client and Freelancer agree 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 a closure of the Escrow dispute ticket.
- No Resolution: If no resolution of the Escrow dispute has been reached within 21 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.
- 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. Failure to respond to the Notice of Dispute Mediation within 5 calendar days will result in the suspension of the non-participating party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the non-participating party’s ability to withdraw funds.
- 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 21 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.
- 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. 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”). To proceed with Arbitration, Client and Freelancer must each make the Arbitration Payment within 5 calendar days of the Notice of Arbitration Demand.
- 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 5 calendar days of the Notice of Arbitration Demand, 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 5 calendar days of the Notice of Arbitration Demand (“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 Arbitration Demand within 5 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 5 calendar days of the Notice of Arbitration Demand, Upwork will suspend the Non-Participating Party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the Non-Participating Party’s ability to withdraw funds.
- Arbitration Instructions: If both parties timely submit the Arbitration Payment, 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 arbitrator 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.
- Each party will be provided with an identical list of five potential arbitrators and may have up to 3 calendar days to strike two potential arbitrators and rank the remaining in order of preference. If any party does not return the list within 5 calendar days, all persons named therein will be deemed acceptable.
- From among the arbitrators approved on both lists and in accordance with the designated order of mutual preference, the AAA will invite the arbitrator to serve. If for any reason the appointment cannot be made according to this procedure, the AAA will have the power to make the appointment without submission of additional lists.
- Any arbitrator will be impartial and independent, will perform his or her duties with diligence and in good faith, and will be subject to disqualification for any grounds provided by applicable law.
- Neither Upwork nor any party or party representative will communicate ex parte with an arbitrator or candidate for arbitrator concerning the Arbitration. Notwithstanding the above, Upwork and an arbitrator may communicate ex parte solely for the purpose of enabling the arbitrator to access and use the Site, and the Contract Room, and the information contained therein, associated with the Fixed-Price Contract in dispute.
- 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 Arbitration Plaintiff may submit a statement of the case (“Initial Statement”), not to exceed 1,500 words, within 3 business days of being notified that the case has been filed with the AAA. The Arbitration Plaintiff will post the Initial Statement to the Contract Room.
- The Arbitration Respondent may submit a response (“Response Statement”), not to exceed 1,500 words, within 3 business days of receiving the Initial Statement. The Arbitration Respondent will post the Response Statement to the Contract Room.
- Either party may elect to use its dispute notice form or dispute response (as applicable) in lieu of creating a separate Initial Statement or Response Statement for the Arbitration. No party may submit new or different claims after the case has been initiated.
- All proceedings will be “on documents” and the evidence admissible will consist solely and exclusively of Contract Room contents at the time the Dispute was submitted to the Upwork dispute resolution process. Any communication taking place outside the Contract Room must have been posted to the Contract Room within 24 hours of the original transmission of that communication in order to be admissible. Once Arbitration is initiated, the arbitrator can make an award based solely on the Contract Room contents and material submitted to initiate the Arbitration. 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.
- The language of the Arbitration will be English.
- 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 Arbitration will conclude within 30 calendar days from the date of submission to the AAA, and the arbitrator may grant an extension for good cause not to exceed 14 calendar days.
- Communications by either party to the arbitrator will be shared with all parties.
- All awards will be final, non-appealable and enforceable by any court of competent jurisdiction.
- Neither the AAA nor any arbitrator in a proceeding under these rules and procedures is a necessary or proper party in judicial proceedings relating to the Arbitration. The parties to an Arbitration under these rules and procedures will be deemed to have consented that neither the AAA nor any arbitrator will be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any Arbitration under these rules and procedures.
Fixed Price Direct Contract Escrow Instructions
Version 2.1
Effective July 28, 2021
DownloadTable of Contents
- Client clicks to release funds to Freelancer.
- Client does not take any action for 14 days from the date of a Freelancer’s Release request, 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 in connection with such Release request.
- Freelancer or Client initiates a dispute pursuant to Section 6 before a payment has been released to Freelancer, in which case the funds will be released in accordance with the outcome of the dispute.
- Freelancer cancels the contract before a payment has been released to Freelancer, in which case the funds are to be returned to the Client.
- 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.
- 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.
- Direct Contracts that remain unsigned by at least one party after 7 days will be considered dormant and expire.
- For contracts with no activity for 45 consecutive days after the last milestone, Upwork will notify Freelancer on or around the 45th day that the Direct Contract has become dormant (“Freelancer Notice of Dormant Engagement”).
- If Freelancer submits a Release request after the Freelancer Notice of Dormant Engagement and before the contract is closed, 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 45 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 and close the contract.
- All funds released to Freelancer under this Section, Dormant Engagements, will be subject to the applicable Fees as described in the Direct Contract Terms.
- Escrow Dispute Assistance Deadline: Escrow Disputes must be received 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 assistance under Section 6.2 below.
- Filing A Dispute
- Freelancers & Agencies: Freelancers and Agencies may initiate an Escrow Dispute within 7 calendar days of when a Client ends a project with an escrow balance or a Client fails to release a Milestone payment, despite any purported delivery of work. More information on how to file a dispute on active or ended contracts can be found here.
- Clients: Clients may initiate an Escrow Dispute by requesting an Escrow refund on the platform. If the Freelancer or Agency disputes the Escrow refund or offers a partial Escrow refund that is subsequently rejected by the Client, the case 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
- Notice of Escrow Dispute: Once a dispute has been filed, the Escrow dispute team that administers the Disputes Assistance Program (“Escrow Disputes Team”) will notify Client and Freelancer in writing of the Escrow dispute via ticket and request information and supporting documentation from the parties (“Notice of Escrow Dispute”).
- Lack of Participation: Client and Freelancer must respond to the Notice of Escrow Dispute within 5 calendar days. If one party does not timely respond to the Notice of Escrow Dispute, Client and Freelancer authorize and irrevocably instruct Upwork Escrow to release the funds in Escrow to the responding party.
- Non-Binding Assistance: After both Client and Freelancer respond to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and any 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, and if Client and Freelancer agree 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 a closure of the Escrow dispute ticket.
- No Resolution: If no resolution of the Escrow dispute has been reached within 21 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, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release Escrow funds in equal amounts to Client and Freelancer. This will result in a closure of the Escrow dispute ticket.
Hourly Direct Contract Escrow Instructions
Version 1.1
Effective July 28, 2021
DownloadTable of Contents
- 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 these Hourly Direct Contract Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
- Upwork makes a determination with respect to the funds and determines that the time is related to the Hourly Direct Contract requirements or Client’s instruction, if Client initiates a Dispute with respect to Freelancer's Hourly Invoice pursuant to these Hourly Direct Contract Escrow Instructions.
- Pursuant to the agreement of Client and Freelancer, if Client initiates a Dispute with respect to Freelancer's Hourly Invoice pursuant to these Hourly Direct Contract Escrow Instructions and Client and Freelancer resolve the dispute without the assistance of Upwork. In any such instance, Client and Freelancer authorize and agree that Upwork Escrow will release funds in accordance with Client and Freelancer’s agreed resolution.
- 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 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.
Any Hire Escrow Instructions
Version 1.1
Effective December 10, 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 28, 2021
DownloadTable of Contents
Fee and ACH Authorization Agreement
Version 8.0
Effective February 6, 2023
DownloadTable of Contents
1. PARTIES
2. FEES CHARGED TO FREELANCERS
2.1 TIERED PRICING
TOTAL FREELANCER FEES CHARGED TO CLIENT (per Engagement Relationship) | SERVICE FEE RATES |
$500.00 and below | 20% |
$500.01 to $10,000.00 | 10% |
$10,000.01 and up | 5% |
FREELANCER FEES | SERVICE FEE RATES | SERVICE FEES |
$500 | 20% | $100 ($500 x 20%) |
$100 | 10% | $10 ($100 x 10%) |
Total Freelancer Fees: $600 (Total Engagement Relationship Fees: $600) | Total Service Fees: $110 |
FREELANCER FEES | SERVICE FEE RATE | SERVICE FEES |
$600 | 10% | $60 ($600 x 10%) |
Total Freelancer Fees: $600 (Total Engagement Relationship Fees: $1,200) | Total Service Fees: $60 |
FREELANCER FEES | SERVICE FEE RATE | SERVICE FEES |
$1,000 | 5% | $50 ($1,000 x 5%) |
Total Freelancer Fees: $1,000 (Total Engagement Relationship Fees: $16,000) | Total Service Fees: $50 |
HOURS WORKED | FREELANCER FEES (hours x freelancer rate) | SERVICE FEE RATES | SERVICE FEES |
First 10 hours | $500 | 20% | $100 |
190 (Hour 11 to 200) | $9,500 | 10% | $950 |
200 (Hour 200 to 400) | $10,000 | 5% | $500 |
Total Hours: 400 | Total Freelancer Fees: $20,000 | Total Service Fees: $1,550 |
2.2 FREELANCERS WORKING ON ENTERPRISE CLIENT CONTRACTS

2.3 ALTERNATE PRICING
CONTRACT TYPE | SERVICE FEE | FREELANCER FEES | SERVICE FEES |
Fixed-Price | 10% | $500 | $50 |
Hourly | 10% | $50 per hour | $5 per hour |
2.4 OTHER FEES
3. CLIENT MEMBERSHIP PLAN AND RELATED FEES
3.1 CHANGES TO CLIENT MARKETPLACE PLAN OR RELATED FEES
3.2 TAXES
4. AUTHORIZATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS
Freelancer Membership Agreement
Version 5.2
Effective July 26, 2022
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 1.3
Effective December 22, 2020
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
Mark Use Guidelines
Version 2.1
Effective August 18, 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 7, 2020
DownloadTable of Contents
Proprietary Rights Infringement Reporting Procedures
Version 1.5
Effective December 6, 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 7.0
Effective February 2, 2023
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 	
- DATA PROCESSING AGREEMENT
	
1. INFORMATION COLLECTION
a. Information You Provide to Us
				 Categories of Personal Information We Collect 			 | 							 Types of Personal Information Collected 			 | 							 Categories of Sources of Personal Information 			 | 							 Business Purpose for Collection of Personal Information 			 | 		
				 Identifiers 			 | 							 Name, Email Address, Phone Number, 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) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, Security, Legal, Compliance and Regulatory Obligations. 			 | 		
				 Sensitive Personal Information 			 | 							 Social Security Number, Driver’s License, State Identification or Passport Number 			 | 							 Directly from You 			 | 							 Verify your identity and to detect fraud, identity theft, or other misuse of your account. 			 | 		
				 Commercial Information 			 | 							 Transaction Data 			 | 							 Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, Security, Legal, Compliance and Regulatory Obligations. 			 | 		
				 Financial Data 			 | 							 Credit card or other financial account information, and billing address 			 | 							 Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, Security, Legal, Compliance and Regulatory Obligations. 			 | 		
				 Internet or Other Network or Device Activities 			 | 							 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) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, Security, Legal, Compliance and Regulatory Obligations. 			 | 		
				 Geolocation Information 			 | 							 Your 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) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, 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; Third Parties (such as affiliates, agents, service providers and other users) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, 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 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; Third Parties (such as affiliates, agents, service providers and other users) 			 | 							 Providing and Improving the Service, Identification, Communications, Marketing/Advertising, Security, Legal, Compliance and Regulatory Obligations. 			 | 		
b. Non-Identifying Information
c. Information Collected Automatically
d. Work Diaries and Work View
e. Third-Party Analytics Providers, Ad Servers, and Similar Third Parties
f. How We Respond to Do Not Track Signals
g. Messaging
h. Children
2. USE OF INFORMATION
We Use Information We Collect:
- 	
- To 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 for 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
- 	
- Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. 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. If you choose to view a job post or submit a proposal for work as a Freelancer via the Service, we may share relevant information with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. 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. 	
- Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number 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 third party companies 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 third parties may have access to your Personal Information in order to perform these tasks on our behalf. 	
- What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances. 	
- Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, 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. 	
- Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration.
5. YOUR CHOICES AND RIGHTS
a. 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.
b. 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. 	
- 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.
c. Notice for Nevada Residents
d. Notice for Virginia Residents
- 	
- Opt-Out of the “sale” of personal information; 	
- Opt-Out of targeted advertising by us; 	
- Opt-Out of any processing of personal information for the purposes of making decisions that produce legal or similarly significant effects.
e. Appeals Process & Other Concerns
6. SECURITY
7. CROSS-BORDER DATA TRANSFERS
Privacy Shield Notice
8. LINKS TO OTHER SITES
9. CHANGES TO THIS POLICY
10. CONTACT US
11. DATA PROCESSING AGREEMENT
TABLE OF CONTENTS
- 	
- Information Collection
		- 			
- Information You Provide to Us 				
- 					
- Personal Information 					
- Payment Information 					
- Identity Verification 					
- General Audience Service 					
- Non-Identifying Information 					
- Combination of Personal and Non-Identifying Information 				
			 - Information Received from Third Parties 			
- Information Collected Automatically 				
- 					
- Cookies 					
- Web Beacons 					
- Embedded Scripts 				
			 - How We Respond to Do Not Track Signals 			
- Work Diaries 			
- User Profiles 			
- Community Forums 			
- Work Listings Through the Service 			
- Feedback 			
- Email to Friends and Referral Program 			
- Social Networking Services 			
- SMS Terms of Service 		
- Information You Provide to Us 				
- 	
- Use of Information 	
- Data Retention 	
- Information Sharing and Disclosure
		- 			
- Information about Freelancers Shared with Clients and Agencies or Teams 			
- Service Providers 			
- What Happens if You Agree to Receive Information from Third Parties or Request that We Share Your Information 			
- Legal and Investigative Purposes 			
- Internal and Business Transfers 			
- Sweepstakes, Contests, and Promotions 		
- 	
- Third Party Analytics Providers, Ad Servers and Similar Third Parties 	
- Your Choices and Rights 	
- Security 	
- International Transfers of Personal Information 	
- Privacy Shield Notice 	
- Links to Other Sites 	
- Public Profile 	
- Phishing 	
- California and Nevada Residents – Your Privacy Rights 	
- Changes to this Policy 	
- Contacting Us 	
- Supplemental Privacy Notice for California Residents
1. INFORMATION COLLECTION
- 	
- Personal Information: While using the Service (whether as a Client or Freelancer or Agency), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number. 	
- Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card or other financial account information, and billing address. 	
- Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement. 	
- Biometric Identifiers or Service Interaction Information: We may collect Personal Information to verify your identity and to detect fraud, identity theft, or other misuse of your account through facial recognition and other technologies.This might be a photograph of your face, a selfie, or data about your interactions with the Service.		
We may request documents to verify this information, such as a copy of your government-issued ID. From time to time, Upwork may require you to take and submit another or updated image of your face for comparison to your government-issued ID. The biometric identifiers or information collected are used only to verify your identity and platform security and use integrity purposes. 	 - General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com . 	
- Non-Identifying Information/Usernames: We also may collect other information, 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. The code does not identify you directly, but it may be used to connect your activity and interests. 	
- Combination of Personal and Non-Identifying Information: Sometimes when non-identifying
information is combined, it can identify an individual. For example, if a birthdate is combined with a first name, it might identify a person even if the birthday or first name alone could not. But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information. 	 - Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
- 	
- Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please visit our Cookie Policy at https://www.upwork.com/legal#cookie-policy. 	
- Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed. 	
- Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.