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ALL 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
 * 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
 * Global Data Processing Agreement
 * Work Together Talent Grants Terms and Conditions
 * Jumpstarter Projects Program Terms of Use
 * Upwork Terms for Task Mate Beta


TERMS OF SERVICE


VERSION 4.3

EFFECTIVE FEBRUARY 14, 2022

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TABLE OF CONTENTS

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The Upwork Terms of Service is comprised of the following agreements:
 * User Agreement
 * Terms of Use
 * Direct Contract Terms
 * Any Hire Terms
 * Escrow Instructions
   * Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
   * Fixed-Price Escrow Instructions
   * Direct Contract Escrow Instructions
   * Any Hire Escrow Instructions
   * Upwork Escrow Inc.
 * 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
 * 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

Download

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TABLE OF CONTENTS

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This is important: This User Agreement (“Agreement”) contains important
information about your legal rights, remedies, and obligations, and is a legally
binding agreement between you (“you” or “User”) and Upwork Global Inc.
(“Upwork,” “we”, or “us”), Upwork Escrow Inc. (“Upwork Escrow”), and to the
extent expressly stated, Elance Limited (“Elance Ltd.”), governing your use of
Upwork’s Site and Site Services (collectively, “Services”).You understand that
by using the Upwork Site or Site Services (which generally means using in any
way our work marketplace Upwork.com or our applications), and by clicking accept
when prompted on the Site, you agree to be bound by all agreements which
constitute Upwork’s Terms of Service, and you agree that the “Terms of Service”
means every agreement linked herein and includes the Fee and ACH Authorization
Agreement, Privacy Policy, Terms of Use, applicable Escrow Instructions and this
User Agreement, including Section 14 which contains an arbitration agreement and
class action waiver that applies to claims brought against Upwork in the United
States. You have an opportunity to opt out of arbitration as provided in Section
14. This Agreement also incorporates, for any User using the Upwork Direct
Contract Service, Upwork Direct Contract Terms and Direct Contract Escrow
Instructions, and for any User using the Any Hire Services, the Any Hire Terms
and the Any Hire Escrow Instructions. You should read all of our terms carefully
because you are promising not to break any agreements in the Terms of Service.
If you want to use our work marketplace or any of our services (which we refer
to altogether as Services), whether just by looking around or by registering an
account, you must first read and agree to this Agreement (including the dispute
resolution and arbitration provisions in Section 14). If you don’t understand
this Agreement or you don’t agree to all of its terms and conditions, you may
not use our Services. If you do not understand or agree to this Agreement, do
not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar,
and do not visit Upwork.com, use our mobile applications, or otherwise use our
Services. If you are using our Services on behalf of a business or legal entity,
you may only do so if you have authority to agree to the Terms of Service on
behalf of that business or legal entity.
To make these terms a little easier to understand, we capitalize certain terms
and capitalizing them means they have a special meaning. Section 16 provides the
definitions of some capitalized terms and others are defined throughout the
Terms of Service (look for quotation marks and bold font).
Table of Contents
1. Upwork Accounts
1.1 Registration
1.2 Account Eligibility
1.3 Account Profile
1.4 Account Types
1.5 Account Permissions
1.6 Identity and Location Verification
1.7 Usernames and Passwords
2. Purpose of Upwork
2.1 Relationship with Upwork
2.2 Taxes and Benefits
2.3 Marketplace Feedback and User Content
3. Contractual Relationship Between Client and Freelancer
3.1 Service Contracts and Direct Contracts
3.2 Disputes Among Users
3.3 Confidential Information
4. Worker Classification and Upwork Payroll
4.1 Worker Classification
4.2 Upwork Payroll Services
5. Upwork Fees
5.1 Fees For Freelancers
5.2 Client Fees
5.3 VAT and Other Taxes
5.4 No Fee for Introducing or Finding Projects
6. Payment Terms and Escrow Services
6.1 Escrow Services
6.2 Client Payments on Service Contracts
6.3 Disbursements to Freelancers on Service Contracts
6.4 Non-Payment
6.5 No Return of Funds and No Chargebacks
6.6 Payment Methods
6.7 U.S. Dollars and Foreign Currency Conversion
7. Non-Circumvention
7.1 Making Payments Through Upwork
7.2 Communicating Through the Site; Not Sharing Contact Details
7.3 Opting Out
8. Records of Compliance
9. Warranty Disclaimer
10. Limitation of Liability
11. Release
12. Indemnification
13. Agreement Term and Termination
13.1 Termination
13.2 Account Data on Closure
13.3 Survival
14. Disputes Between You and Upwork
14.1 Dispute Process, Arbitration, and Scope
14.2 Choice of Law
14.3 Informal Dispute Resolution
14.4 Binding Arbitration and Class Action/Jury Trial Waiver
15. General
15.1 Entire Agreement
15.2 Modifications; Waiver
15.3 Assignability
15.4 Severability; Interpretation
15.5 Force Majeure
15.6 Prevailing Language and Location
15.7 Access of the Site Outside the United States
15.8 Consent to Use Electronic Records
16. Definitions
When you see this symbol, look for a simple summary for each section. We wrote
these to help you get a quick overview , but you'll need to read the sections
completely to get all the details.
1. UPWORK ACCOUNTS
How you can register for an Upwork account and the different types of accounts
that you can have.
1.1 REGISTRATION
You must register for an account to have full access to our Services, and your
registration is subject to our approval.
You must register for an account with us (“Account”) to access and use certain
portions of our Services. Registered users of our Services are “Users”, and
unregistered users are “Site Visitors”.
Your Account registration is subject to approval by Upwork. We reserve the right
to decline a registration either to join Upwork or to add an Account of any
type, for any lawful reason, including supply and demand, cost to maintain data,
or other business considerations.
1.2 ACCOUNT ELIGIBILITY
You promise to use our Services for business purposes only. You also promise
that you are eligible to enter into this Agreement, including because you are 18
years or older.
Upwork offers the Services for your business purposes only and not for personal
or consumer use. By registering for an Account or by using our Services, you
represent that you: (a) are doing business under your own name as a
self-employed individual/sole proprietor or are an employee or agent of an
independent business (such as a corporation, limited liability company, or other
entity); (b) will use our Services for business purposes only; (c) will comply
with any licensing, registration, or other requirements with respect to your
business, or the business for which you are acting, and any offering or
provision of Freelancer Services; and (d) are either a legal entity or an
individual who is at least 18 years old (or the age of majority in your country
if the age of majority is over 18), and that you can form legally binding
contracts.
1.3 ACCOUNT PROFILE
You must provide accurate personal information when you sign up and you must
update your account if your personal information changes. We can suspend or
terminate your account if the information you give us is false, outdated, or
incomplete.
To register for an Account to use our Services, you must complete a User profile
(“Profile”), which you consent to be shown to other Users and, unless you change
your privacy settings, to be shown to the public. You agree to provide accurate
and complete information on your Profile—and on all registration and other forms
you access while using our Services or provide to us—and you agree to keep that
information current. You agree not to provide any false or misleading
information about your identity or location, your business, the beneficial
owner(s) of your business, your skills, or the services your business provides,
and you agree to correct any information that is or becomes false or misleading.
We reserve the right to suspend or terminate the Account, or access to our
Services, of anyone who provides false, inaccurate, or incomplete information in
creating, marketing, or maintaining a Profile or an Account.
1.4 ACCOUNT TYPES
We offer three types of accounts (“Account Types”): Client, Freelancer, and
Agency (which is a special kind of Freelancer account). Once you register for an
Account, you can add Account Types without re-registering. You promise to
register for only one Account that requires a unique log in. This Account will
house all of your Account Types. Never share your Account password with anyone;
you can give permissions to other Users to act under your Account Types as Team
Members or Agency Members if needed.
We offer several different Account Types. Once you register for your Account
(only one per User), you can add other Account Types under the same username and
password. For example, if you already have a Freelancer Account Type (defined
below), you can add a Client Account Type (defined below) to your Account
without re-registering. You agree not to register for or maintain more than one
Account and Profile without express written permission from us.
If you create an Account as an employee or agent on behalf of a company, you
represent and warrant that you are authorized to enter into binding contracts,
including the Terms of Service, on behalf of yourself and the company. More than
one person can create an Account as an employee or agent on behalf of the same
company.
1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account Type to use the Services as a
Client (a “Client Account”). Client Account Types have a feature that allows the
account owner to give permissions to other Users (“Team Members”) to act on
behalf of the Client Account. Each Team Member must have their own Account to be
added as a Team Member on the Client Account.
1.3.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
Freelancer: You can register for an Account or add an Account Type to use the
Services as a Freelancer (a “Freelancer Account”).
Agency and Agency Member: A specific type of Freelancer Account you can add is
an “Agency Account”, which is referred to as an “Agency”. Agency Account Types
have a feature that allows the Agency owner to give permissions to other Users
(“Agency Member”) to act on behalf of the Agency. Each Agency Member must have
their own Account to be added as an Agency Member on the Agency Account.
You acknowledge and agree that the Agency Account owner is solely responsible,
and assumes all liability, for: (a) the classification of your Agency Members as
employees or independent contractors; and (b) paying your Agency Members in
accordance with applicable law or contract for work performed on behalf of the
Agency for Projects. You further acknowledge and agree that (i) the Agency may
determine the Profile visibility and pricing/rate information of any of its
Agency Members; and (ii) Agency Members’ Profiles may display work history that
includes work done under the Agency Account, including after the Agency Member
is no longer an Agency Member.
1.5 ACCOUNT PERMISSIONS
You are responsible for all activity on your Account.
You may provide other Users permissions to act on your Account only as described
in Section 1.3 and you agree not to request or allow another person to create an
Account for you, your use, or your benefit, except that authorized employees or
agents may create an Account on behalf of your business. By granting other Users
permissions under your Account, including as a Team Member or Agency Member, you
represent that: (a) the User is authorized to act on your behalf; and (b) you
are fully responsible and liable for what the User does and does not do,
including with respect to making payments and entering into Service Contracts
and the Terms of Service. If any User granted permissions under your Account
violates the Terms of Service, it may affect your ability to use our Services.
When an Account is closed, Upwork may close any related Accounts as well.
1.6 IDENTITY AND LOCATION VERIFICATION
You will allow us to verify your identity, location, and business affiliations
from time to time.
When you register for an Account and periodically thereafter, your Account will
be subject to verification, including but not limited to validation against
third-party databases or the verification of one or more official government or
legal documents that confirm your identity, your location, and your ability to
act on behalf of your business on Upwork. You authorize Upwork, directly or
through third parties, to make any inquiries necessary to validate your
identity, your location, and confirm your ownership of your business, email
address or financial accounts, subject to applicable law. When requested, you
must timely provide us with complete information about yourself and your
business, which includes providing official government or legal documents, and
cooperating with other reasonable requests we make to verify your identity.
During verification some Account features may be temporarily limited but will be
restored if verification is successfully completed.
1.7 USERNAMES AND PASSWORDS
You will keep your username and password secret and will not share them, and you
will not use anyone else’s username and password.
Each person who uses our Services must register for their own Account with a
username and password. You are responsible for safeguarding and maintaining the
confidentiality of your username and password, and agree not to share your
username or password with anyone. You are responsible for safeguarding your
username and password and for any use of our Services with your username and
password. You agree to notify us immediately if you suspect or become aware of
any unauthorized use of your Account or any unauthorized access to your
password. You further agree not to use the Account or log in with the username
and password of another User. See Section 1.5 Account Permissions for
information on allowing another registered User to act on your behalf in your
Account.
2. PURPOSE OF UPWORK
What we do and do not do when providing our Services and some of your
responsibilities when using our Services.
The Upwork Site is a work marketplace where Clients and Freelancers can identify
each other and advertise, buy, and sell Freelancer Services online. Subject to
the Terms of Service, Upwork provides the Services to Users, including hosting
and maintaining the Upwork Site, facilitating the formation of Service Contracts
and Direct Contracts, and assisting Users in resolving disputes which may arise
in connection with those contracts. When a User enters a Service Contract, the
User agrees to use the Services exclusively to invoice, receive, and pay any
amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH UPWORK
We offer a work marketplace: an online platform for Users to find and connect
with each other. We are not involved directly in your negotiations or the
delivery of Freelancer Services and are not a party to any agreements you may
make with other Users. You are solely responsible for your content published to
Upwork and for your agreements with other Users, including vetting each other
and performance under the agreements.
Upwork offers a platform that enables Users to find one another, enter into
service relationships and agreements, receive and provide Freelancer Services,
and make and receive payments through escrow. Upwork neither performs nor
employs individuals to perform Freelancer Services. You acknowledge and agree
that Upwork does not supervise, direct, control, or monitor Users in the
performance of any contractual obligations they may have under a Service
Contract or Direct Contract and agree that: (a) Upwork is not responsible for
ensuring the accuracy or legality of any User Content, for which Users are
solely responsible; (b) Upwork is not responsible for the offering, performance,
or procurement of Freelancer Services, (c) Upwork does not make any
representations about or guarantee any particular User’s offered services, and
(d) nothing will create an employment, agency, or joint venture relationship
between Upwork and any User offering services. While Upwork may provide certain
badges on Freelancer or Client profiles, such badges are not guarantees,
including of quality or ability or willingness of the badged Freelancer or
Client to complete a Service Contract.
You further acknowledge and agree that Users, and not Upwork, are solely
responsible for (a) evaluating and determining the suitability of any Project,
Client, or Freelancer; (b) assessing whether to enter into a Service Contract or
Direct Contract with another User and for verifying any information about
another User, including Composite Information; (c) deciding whether to enter
into a Service Contract or Direct Contract on Upwork as well as the contract
terms, and (d) negotiating, agreeing to, and executing any terms or conditions
of the contracts and for performing and monitoring performance under them. All
Service and Direct Contracts between Users are directly between the Users and
Upwork is not a party to those contracts.
If you are an Agency or Agency Member, you expressly acknowledge and agree that,
in addition to the provisions above, the Agency is solely responsible for paying
its Agency Members for work performed on behalf of the Agency.
Nothing in this Agreement is intended to or does prohibit or discourage any User
from engaging in any other business activities or providing any services through
any other channels they choose, provided, if applicable, Users comply with the
Opt Out provisions described in Section 7. Users are free at all times to engage
in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Freelancers are responsible for paying their own taxes, obtaining their own
insurance, and ensuring they comply with applicable laws and regulations.
Freelancer acknowledges and agrees that Freelancer is solely responsible for:
(a) all tax liability associated with payments received from Freelancer’s
Clients and through Upwork, and that Upwork will not withhold any taxes from
payments to Freelancer unless required to under applicable law; (b) obtaining
any liability, health, workers’ compensation, disability, unemployment, or other
insurance needed or required by law, and that Freelancer is not covered by or
eligible for any insurance from Upwork; (c) determining and fulfilling
Freelancer’s obligations under applicable laws and regulations with respect to
invoicing and reporting, collecting, or remitting any applicable taxes or
charges; and (d) if outside of the United States, determining if Upwork is
required by applicable law to withhold any amount of the Freelancer Fees and
notifying Upwork of any such requirement and indemnifying Upwork for any
requirement to pay any withholding amount to the appropriate authorities
(including penalties and interest). In the event of an audit of Upwork,
Freelancer agrees to promptly cooperate with Upwork and provide copies of
Freelancer’s tax returns and other documents as may be reasonably requested for
purposes of such audit, including but not limited to records showing Freelancer
is engaging in an independent business as represented to Upwork.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
Users publish and ask Upwork to publish information and feedback on the Site. We
are not responsible for that content, and your publication or use of it is at
your own risk.
You acknowledge and agree that Users publish and request Upwork to publish on
their behalf information on the Site such as feedback, composite feedback, or
geographical location. Such information is based on data that Freelancers or
Clients voluntarily submit to Upwork and does not constitute an introduction,
endorsement, or recommendation by Upwork. You agree that Upwork is not
responsible for verifying such information and provides it solely for the
convenience of Users, but providing false or misleading information violates
this Agreement and may result in revocation of your access to use the Site
Services.
You acknowledge and agree that User feedback benefits the marketplace and its
Users, and you specifically request and agree that Upwork may make available to
other Users individual and composite feedback about Users, including you. You
acknowledge and agree that any feedback results for you, including your Job
Success Score and other User Content highlighted by Upwork on the Site or
otherwise (“Composite Information”), may include User comments, User ratings,
indicators of User satisfaction, and other feedback left by other Users. Upwork
is not responsible for monitoring, influencing, contributing to or censoring
these opinions. You agree to notify Upwork of any error or inaccurate statement
in your feedback results, including the Composite Information, and you agree
that Upwork may rely on the accuracy of such information if you do not. Upwork
provides its feedback system as a means for Users to share their working
experiences with and opinions of other Users publicly, and you acknowledge and
agree that posted composite or compiled feedback and any other Composite
Information relates only to the business advertised in the Profile and not to
any individual person. You agree not to use the Composite Information to make
any employment, credit, credit valuation, underwriting, or other similar
decision about any other User.
By using the Services, you may encounter content or information that might be
inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise
harmful. Upwork generally does not review or monitor User Content. You agree
that we are not responsible for User Content. We cannot always prevent the
misuse of our Services, and you agree that we are not responsible for any such
misuse. Upwork reserves the right (but is under no obligation) to remove posted
feedback or information that Upwork determines violates the Terms of Service or
negatively affects our marketplace, diminishes the integrity of the feedback
system or otherwise is inconsistent with the business interests of Upwork.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
This section discusses the relationships you may decide to enter into with
another User, including contracts to buy or sell Freelancer Services with
another User.
3.1 SERVICE CONTRACTS AND DIRECT CONTRACTS
Users, not Upwork, are responsible for deciding whether to enter into agreements
with other Users and for determining what the terms of those agreements will be.
As provided in Section 2.1 above, if a Client and a Freelancer decide to enter
into a Service Contract, the contract is a contractual relationship directly
between the Client and the Freelancer; Upwork is not responsible for and is not
a party to any Service Contract and under no circumstances will any such
contract create an employment or any service relationship between Upwork and any
User.
With respect to any Service Contract, Clients and Freelancers may enter into any
agreements that they deem appropriate (e.g., confidentiality agreements,
invention assignment agreements, assignment of rights, etc.), provided that
those agreements do not conflict with, narrow, or expand Upwork’s rights and
obligations under the Terms of Service, including this Agreement and the
applicable Escrow Instructions.
The parties to a Service Contract can, if the parties prefer, agree to the
Optional Service Contract Terms in whole or in part, in addition to or instead
of other such agreements. The parties to a Service Contract expressly agree that
the Optional Service Contract Terms will and do apply to their contract to the
extent that they have not agreed to other terms or agreements that conflict with
the Optional Service Contract Terms. Users are solely responsible for deciding
whether to use the Optional Service Contract Terms, and Upwork does not assume
any responsibility for any consequence of using the Optional Service Contract
Terms, which are provided as a sample only and may not be appropriate for all
jurisdictions or all contracts. The Optional Service Contract Terms are not
intended to and do not (a) constitute legal advice, (b) create an
attorney-client relationship, or (c) constitute advertising or a solicitation of
any type. You should seek legal advice from a licensed attorney for your
particular needs.
3.2 DISPUTES AMONG USERS
You agree to try to resolve your disputes with other Users by following the
dispute resolution process in the Escrow Instructions that apply to your
contract.
For disputes arising between Clients and Freelancers, you agree to abide by the
dispute resolution process that is explained in the Escrow Instructions that
apply to your particular Service Contract or Direct Contract. If that process
does not resolve your dispute, you may pursue your dispute independently, but
you acknowledge and agree that Upwork will not and is not obligated to provide
any further dispute resolution assistance.
If Freelancer or Client seeks an order from an arbitrator or court that might
direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking
any action with respect to an Escrow Account, that party will (a) give us at
least five (5) business days’ prior notice of the hearing on the order; (b)
include in any such order a provision that, as a precondition to any obligation
affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which
we would otherwise be entitled; and (c) include in any such order a provision
that, as a precondition to any obligation affecting Upwork or Upwork Escrow,
Upwork be paid for the reasonable value of the services the order obligates us
to undertake.
3.3 CONFIDENTIAL INFORMATION
Users can agree to their own confidentiality terms. If they do not, these terms
apply. Users agree to keep other Users’ confidential information a secret.
Users may agree to any terms they deem appropriate with respect to
confidentiality, including those set forth in the Optional Service Contract
Terms. If Users do not agree to their own confidentiality terms, this Section
3.3 (Confidential Information) applies.
To the extent a User provides Confidential Information to another User, the
recipient will take reasonable steps to keep that information confidential. On a
User’s written request, the party that received Confidential Information will
promptly destroy or return the disclosing party’s Confidential Information and
any copies of it contained in or on its premises, systems, or any other
equipment otherwise under its control. Users specifically agree that this
Section 3.3 applies to information exchanged for purposes relating to evaluating
whether to enter into a Service Contract, even if such contract is never agreed
to.
4. WORKER CLASSIFICATION AND UPWORK PAYROLL
Users determine whether a Freelancer is an employee or independent contractor
and agree to use Upwork Payroll for employment relationships.
4.1 WORKER CLASSIFICATION
Clients, not Upwork, are responsible for deciding whether to engage Freelancers
as employees or independent contractors.
Client is solely responsible for and assumes all liability for determining
whether Freelancers should be engaged as independent contractors or employees
and engaging them accordingly. Client warrants its decisions regarding
classification are correct and its manner of engaging Freelancers complies with
applicable laws, regulations, and rules. Upwork is not responsible for worker
classification as between Client and Freelancer, and nothing in this Agreement
is intended to or should be construed to create a partnership, joint venture,
franchisor/franchisee or employer-employee relationship between Upwork and a
User..
4.2 UPWORK PAYROLL SERVICES
If Clients engage Freelancers as employees, Clients agree to enroll in Upwork
Payroll.
Client agrees to enroll in Upwork Payroll if it will receive services from a
Freelancer under terms and conditions that would give rise to an employment
relationship (unless Client elects instead to pay the Conversion Fee (see
Section 7)). When the Client enrolls in Upwork Payroll, Client will engage
Upwork’s third-party staffing vendor (the “Staffing Provider”) through the Site.
The Staffing Provider will hire Freelancer at the request of Client and
Freelancer according to the terms described on the Site and otherwise agreed to
by the Staffing Provider, Client and/or Freelancer, and subject to the Upwork
Payroll Agreement. The employer of Freelancer will be the Staffing Provider and
not Upwork.
Freelancer acknowledges and agrees that Upwork will have no control over and is
not responsible for the terms and conditions of any employment relationship that
may arise between Freelancer and Staffing Provider or Client, including the
selection process, pay rate, work hours, employment dates, or working
conditions.
5. UPWORK FEES
Users agree to pay Upwork certain fees in exchange for Upwork providing the
Services and agree that Upwork may collect certain taxes.
5.1 FEES FOR FREELANCERS
Service Fees. Freelancers agree to pay Upwork a service fee for the use of the
Services (including marketing, invoicing, reporting, payment, and dispute
resolution services), as set forth in the Fee and ACH Authorization Agreement
and the Direct Contract Terms (the “Service Fees”). Freelancer is responsible
for paying all Service Fees. When a Client pays a Freelancer for a Project or
when funds related to a Project are otherwise released to a Freelancer as
required by the applicable Escrow Instructions (see Section 6.1), Upwork Escrow
will credit the Freelancer Escrow Account for the full amount paid or released
by the Client, and then subtract and disburse to Upwork the Service Fee.
Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct
the Service Fee from the Freelancer Escrow Account and pay Upwork on
Freelancer’s behalf. If Freelancer chooses to withdraw funds in a currency other
than U.S. dollars, Upwork Escrow (or an affiliate) will impose a foreign
currency conversion charge, and the rate may differ from rates that are in
effect on the date of the payment. You may be able to obtain a better rate from
your bank or financial institution.
Membership Fees and Connects. Freelancers may subscribe to different levels of
participation and privileges on the Site to access additional features and Site
Services, by payment of subscription membership fees and by purchasing
“Connects” as described in the Freelancer Membership Agreement.
Disbursement Fees. Freelancers will pay Upwork a disbursement fee for remitting
payments to their preferred payment method. This fee is paid to Upwork in
consideration of administrative costs and costs incurred via the disbursement
method, and may vary by disbursement method. The fee for each disbursement
method is listed on the Site here and is subject to change.
5.2 CLIENT FEES
Clients pay Upwork a Marketplace Fee for accessing the Services, and for
administration and facilitation of payments related to the Freelancer Fees they
pay to Freelancers they engage through the Site, as described in the Fee and ACH
Authorization Agreement.
Clients may also choose to pay for access to additional features and Services,
as described in the Fee and ACH Authorization Agreement.
5.3 VAT AND OTHER TAXES
Upwork Fees are exclusive of taxes. Upwork does not collect taxes it is not
required to collect, but Upwork may be required by applicable law to collect
certain taxes or levies, including income tax or VAT (which some jurisdictions
refer to as GST or local sales taxes). These collection requirements and rates
may change based on changes to the law in your area. Any amounts Upwork is
required to collect or withhold for the payment of any such taxes shall be
collected in addition to the fees owed to Upwork under the Terms of Service.
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
Upwork does not introduce Clients to Freelancers. Upwork offers a platform that
enables Freelancers to introduce themselves and may from time to time highlight
Projects or Freelancers that may be of interest. Therefore, Upwork does not
charge a fee when a Freelancer finds a suitable Client or finds a Project. In
addition, Upwork does not charge any fee or dues for posting or viewing
feedback, including Composite Information.
6. PAYMENT TERMS AND ESCROW SERVICES
This section describes how Upwork’s Escrow Services work and discusses your
agreement to pay Freelancer Service Fees on Service Contracts and Direct
Contracts, what happens if a Client doesn’t pay, and related topics.
6.1 ESCROW SERVICES
Upwork Escrow provides escrow services to Users to deliver, hold, and receive
payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork
Escrow is a Delaware corporation and a licensed Internet escrow agent that holds
California Department of Financial Protection and Innovation License No. 963
5086. The Escrow Services are intended for business use, and you agree to use
the Escrow Services only for business purposes and not for consumer, personal,
family, or household purposes.
6.1.1 ESCROW INSTRUCTIONS
We follow what is in the applicable Escrow Instructions when we give the money
held by us in escrow to the Freelancer or back to the Client for a Service
Contract.
Upwork Escrow will use and release funds deposited in an Escrow Account only in
accordance with this Agreement and the applicable Escrow Instructions. You
acknowledge and agree that Upwork Escrow acts merely as an Internet escrow
agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork
Escrow provides the Escrow Services described in this Agreement and the
applicable Escrow Instructions. Upwork Escrow is only obligated to perform those
duties expressly described in this Agreement and any applicable Escrow
Instructions. Upwork will release funds from any Escrow Account in reliance on
your authorization, this Agreement, and the applicable Escrow Instructions or as
required by applicable law.
Fixed-Price Projects. If Users choose fixed-price compensation, then the Users
agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price
Escrow Instructions.
Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly
compensation or if the Client makes bonus or expense payments, then the Users
agree that they will be bound by, and Upwork Escrow will follow, the Hourly,
Bonus and Expense Payment Agreement with Escrow Instructions.
Direct Contracts. If Users enter into a Direct Contract, then the Users agree
that they will be bound by, and Upwork Escrow will follow, the Direct Contract
Escrow Instructions applicable to the contract (Fixed Price or Hourly).
Any Hire Contracts. If Users enter into an Any Hire Contract, then the Users
agree that they will be bound by, and Upwork Escrow will follow, the Any Hire
Escrow Instructions.
Upwork Payroll Engagements. If Users use Upwork Payroll (see Section 4) for a
particular Project, then the Staffing Employee is paid directly by the Staffing
Provider. A Client will be invoiced through the Site by the Staffing Provider,
and the applicable Escrow Instructions will apply. However, the Client will not
be able to dispute hours reported by the Staffing Employee and there is no
dispute waiting period for the disbursement of funds to the Staffing Employee.
6.1.2 ESCROW ACCOUNTS
Upwork Escrow will create and maintain an account to hold funds for you—called
an Escrow Account—based on your needs. You authorize Upwork Escrow to be your
escrow agent, which means to hold your funds and to follow your instructions on
the funds held in your Escrow Account.
Upwork Escrow will use and release funds deposited in an Escrow Account only in
accordance with this Agreement, the applicable Escrow Instructions, and
applicable law. Depending on your needs and the applicable Escrow Instructions,
Upwork Escrow will establish and maintain one of two different types of Escrow
Accounts:
(A) Client Escrow Account. After entering into a Service Contract (hourly or
fixed price) or Direct Contract, the first time a Client makes a payment for a
Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to
hold funds for the Client to use to make payments for Projects, to receive
refunds in connection with Projects, and to make payments to Upwork.
(B) Freelancer Escrow Account. After entering into a Service Contract (hourly or
fixed price) or Direct Contract, the first time a Freelancer uses the Site to
receive payment for a Project, Upwork Escrow will establish and maintain a
“Freelancer Escrow Account” for Freelancer to receive payments for Projects,
withdraw payments, make payments to Upwork and issue refunds to Clients.
You hereby authorize and instruct Upwork Escrow to act as escrow agent in
connection with the Escrow Accounts and the payment, holding, and receipt of
funds for each Project and other specified purposes in accordance with the Terms
of Service and the applicable Escrow Instructions. Client and Freelancer may
access current information regarding the status of an Escrow Account on the
Site.
6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
Freelancers authorize Upwork Escrow to act for them to collect and hold payments
from Clients.
If you are a Freelancer and you request payment related to an Hourly Contract or
the release of funds from a Fixed-Price Escrow Account, you hereby appoint
Upwork Escrow as your agent to obtain funds on your behalf and credit them to
your Freelancer Escrow Account as you agree in the applicable Escrow
Instructions. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and
hereby does, fully discharge and credit Freelancer’s Client for all payments and
releases of funds that Upwork Escrow receives on Freelancer’s behalf from or on
behalf of such Client.
6.1.4 TITLE TO FUNDS
Upwork, Upwork Escrow, and our Affiliates are not banks. We will safeguard your
money and not voluntarily make your money available to our creditors.
Upwork, Upwork Escrow, and our Affiliates are not banks. Upwork Escrow deposits
and maintains all Escrow Account funds in an escrow trust account at a bank
insured by the Federal Deposit Insurance Corporation and approved to receive,
hold, and deliver escrow funds under applicable laws and regulations. The escrow
trust account is separate from the operating accounts of Upwork and each of our
Affiliates. Upwork Escrow will not voluntarily make funds deposited in the
escrow trust account available to its creditors, or the creditors of its
Affiliates, in the event of a bankruptcy, or for any other purpose. As provided
in United States Bankruptcy Code, Section 541(d), Upwork Escrow holds only legal
title to, and not any equitable interest in, the escrow trust account and any
funds deposited in it. This Agreement is supplementary to the Service Contract
and to any other agreement between Client and Freelancer concerning the Project,
as provided in Title 11 of the United States Code, Section 365(n).
6.1.5 NO INTEREST
You will not earn any interest on the money we hold in your Escrow Account and
you understand that we charge fees for our services, as explained in Section 5.
You agree that you will not receive interest or other earnings on the funds held
in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or
deduct fees, may receive a reduction in fees or expenses charged, and may
receive other compensation in connection with the services we provide as
provided in Section 5 and the Fee and ACH Authorization Agreement.
6.1.6 ESCROW AGENT DUTIES
We only agree to do what is described in this Agreement, the applicable Escrow
Instructions, and the rest of the Terms of Service.
We only agree to perform such duties as are expressly set forth in this
Agreement, the applicable Escrow Instructions, and the other Terms of Service,
and no other duties will be implied. We have no liability under, and no duty to
inquire as to, the provisions of any agreement, other than the Terms of Service
(including this Agreement and the applicable Escrow Instructions). We will be
under no duty to inquire about or investigate any agreement or communication
between Client and Freelancer, even if posted to the Site. We have the right to
rely upon, and will not be liable for relying on, any written notice,
instruction, or request furnished to us by Client or Freelancer in accordance
with this Agreement or the applicable Escrow Instructions, if we reasonably
believe that such notice, instruction, or request is genuine and that it is
signed or presented by the proper party or parties. We have no duty to inquire
about or investigate the validity, accuracy, or content of any such notice,
instruction, or request. We have no duty to solicit any payments or releases
that may be due to or from any Escrow Account. We may execute any of our powers
and perform any of our duties under this Agreement and the applicable Escrow
Instructions directly or through agents or attorneys (and will be liable only
for the careful selection of any such agent or attorney) and may consult with
counsel, accountants, and other skilled persons to be selected and retained by
us. If we are uncertain as to our duties or rights under this Agreement or
receive instructions, claims, or demands from any party to this Agreement that,
in our opinion, conflict with any of the provisions of this Agreement or the
applicable Escrow Instructions, we will be entitled to refrain from taking any
action, and our sole obligation will be to keep safely all property held in the
Escrow Account until we are directed otherwise in writing by Client and
Freelancer or by a final order or judgment of an arbitrator or court of
competent jurisdiction.
6.1.7 ESCROW AGENT RIGHT
We may choose to start a dispute process if there is a disagreement between a
Client and a Freelancer related to an Escrow Account.
We have the right to institute arbitration or other legal proceedings if
applicable, including depositing funds held in the Escrow Account with a court
of competent jurisdiction, in order to resolve any dispute between Client and
Freelancer related to the Escrow Account. Except as expressly provided, nothing
in this Agreement will be construed to limit our legal and equitable rights,
including, but not limited to, depositing funds held in the Escrow Account with
a court of competent jurisdiction. Any corporation or association into which
Upwork Escrow may be merged or converted or with which Upwork Escrow may be
consolidated, or any corporation or association to which all or substantially
all the escrow business of Upwork Escrow may be transferred will succeed to all
the rights and obligations of Upwork Escrow as escrow holder and escrow agent
under this Agreement and the applicable Escrow Instructions to the extent
permitted by applicable law.
6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
This section describes when and how Client payments are made on their contracts
with Freelancers.
Hourly Contracts. Freelancer will invoice Client for Freelancer Fees on a weekly
basis through Upwork, and Client will pay invoices consistent with the Hourly,
Bonus, and Expense Payment Agreement with Escrow Instructions or Hourly Direct
Contract Escrow Instructions, depending on whether the contract is a Service
Contract or a Direct Contract, respectively. When Client approves an Hourly
Invoice for an Hourly Contract, Client automatically and irrevocably authorizes
and instructs Upwork or its affiliates Upwork Escrow or Elance Ltd. to charge
Client’s Payment Method for the Freelancer Fees.
Fixed-Price Contracts. Client becomes obligated to pay applicable amounts into
the Escrow Account immediately upon sending a Fixed-Price Contract offer (for
the full amount or for the first milestone, if milestones are used) or upon
activating any additional milestone. When Client authorizes the payment of the
Freelancer Fees for a Fixed-Price Contract under the Fixed Price Service
Contract Escrow Instructions or the Fixed Price Direct Contract Escrow
Instructions, Client automatically and irrevocably authorizes and instructs
Upwork or its affiliates Upwork Escrow or Elance Ltd. to charge Client’s Payment
Method for the Freelancer Fees.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price
Contracts, failure by Client to decline or dispute an Hourly Invoice or request
for payment is an authorization and instruction to release payment, as described
more fully in the applicable Escrow Instructions.
6.3 DISBURSEMENTS TO FREELANCERS ON SERVICE CONTRACTS OR DIRECT CONTRACTS
This section describes when Freelancers receive their funds that we were holding
for the Freelancers in escrow.
Upwork Escrow disburses funds that are available in the applicable Freelancer
Escrow Account and payable to a Freelancer as described in the relevant Escrow
Instructions. A Freelancer can request disbursement of available funds any time
on a one-time basis or by setting up an automatic disbursement schedule.
Otherwise, except as provided in the following paragraph, Upwork will
automatically disburse available funds no more than ninety (90) days after the
Freelancer Fees are released to the Freelancer Escrow Account, unless the amount
in the Escrow Account is less than the Minimum Threshold. For purposes of the
Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers
within the United States, or (b) $1,000 for Freelancers outside the United
States. Except as provided in the following paragraph, when the funds in the
Freelancer Escrow Account are below the Minimum Threshold, the automatic
disbursement schedule is paused and the available and payable funds are released
on the earlier of: (i) Freelancer’s request; (ii) on the first scheduled
automatic disbursement occurring after the amount exceeds the Minimum Threshold;
or (iii) 180 days after the funds are available in the Freelancer Escrow
Account.
If a Freelancer that is located outside of the United States is not able to
withdraw funds due to economic sanctions applicable to Upwork or our payment
partners, or due to Upwork's payment partners' refusal to service certain
geographic areas, Upwork will suspend automatic disbursement as provided in the
prior paragraph and will safeguard such funds in an Escrow Account, or in
another suitable account, as determined in Upwork's sole discretion, until the
earlier of (a) the Freelancer is able to and does in fact withdraw the funds, or
(b) Upwork is required by law to escheat the funds to an appropriate legal
authority, after which the Freelancer can seek to recover the funds from such
authority.
Hourly Contracts. Freelancer Fees become available to Freelancers no later than
following the expiration of the five-day security period and dispute period.
Fixed-Price Contracts. Freelancer Fees become available to Freelancers no later
than following the expiration of the five-day security period. The security
period begins after Client accepts work submitted by Freelancer and approves
payment.
Except as expressly provided in the Terms of Service or the Escrow Instructions
and as prohibited by applicable law, Upwork Escrow may refuse to process, may
hold the disbursement of the Freelancer Fees or any other amounts and offset
amounts owed to us, or take such other actions with respect to the Escrow
Account as we deem appropriate in our sole discretion if: (a) we require
additional information, such as Freelancer’s tax information, government-issued
identification or other proof of identity, address, or date of birth; (b) we
have reason to believe the Freelancer Fees may be subject to dispute or
chargeback; (c) we suspect a User has committed or attempted to commit fraud or
other illicit acts on or through the Site or is using the Site unlawfully; (d)
we believe there are reasonable grounds for insecurity with respect to the
performance of obligations under this Agreement or other Terms of Service; or
(e) we deem it necessary in connection with any investigation, required by
applicable law, or necessary due to circumstances outside of our control after a
commercially reasonable effort has been made by us due to such circumstances.
If, after investigation, we determine that the hold on the disbursement of the
Freelancer Fees is no longer necessary, Upwork Escrow will release the hold as
soon as practicable.
In addition, except as expressly provided in the Terms of Service or the Escrow
Instructions and to the extent permitted by applicable law, we reserve the right
to seek reimbursement from you, and you will reimburse us, if we: (i) suspect
fraud or criminal activity associated with your payment, withdrawal, or Project;
(ii) discover erroneous or duplicate transactions; or (iii) have supplied our
services in accordance with this Agreement yet we receive any chargeback from
the Payment Method used by you or your Client despite our provision of the
Services in accordance with this Agreement. You agree that we have the right to
obtain such reimbursement by instructing Upwork Escrow (and Upwork Escrow will
have the right) to charge your account(s), offset any amounts determined to be
owing, deduct amounts from future payments or withdrawals, charge your Payment
Method, or use other lawful means to obtain reimbursement from you. If we are
unable to obtain such reimbursement, we may, in addition to any other remedies
available under applicable law, temporarily or permanently revoke your access to
the Services and close your Account.
6.4 NON-PAYMENT OR DEFAULT
This section describes the actions Upwork can take if a Client does not pay fees
on time. Upwork is not responsible for a Client’s non-payment of fees.
If Client is in “default”, meaning the Client fails to pay the Freelancer Fees
or any other amounts when due under the Terms of Service, or a written agreement
for payment terms incorporating the Terms of Service (signed by an authorized
representative of Upwork), Upwork will be entitled to the remedies described in
this Section 6.4 in addition to such other remedies that may be available under
applicable law or in such written agreement. For the avoidance of doubt, Client
will be deemed to be in default on the earliest occurrence of any of the
following: (a) Client fails to pay the Freelancer Fees when due; (b) Client
fails to pay a balance that is due or to bring, within a reasonable period of
time but no more than 30 days after accrual of the charge, an account current
after a credit or debit card is declined or expires; (c) Client fails to pay an
invoice issued to the Client by Upwork within the time period agreed or, if no
period is agreed, within 30 days; (d) Client initiates a chargeback with a bank
or other financial institution resulting in a charge made by Upwork for
Freelancer Fees or such other amount due being reversed to the Client; or (e)
Client takes other actions or fails to take any action that results in a
negative or past-due balance on the Client’s account.
If Client is in default, we may, without notice, temporarily or permanently
close Client’s Account and revoke Client’s access to the Services, including
Client’s authority to use the Site to process any additional payments, enter
into Service Contracts or Direct Contracts, or obtain any additional Freelancer
Services from other Users through the Site. However, Client will remain
responsible for any amounts that accrue on any open Projects at the time a
limitation is put on the Client’s Account as a result of the default. Without
limiting other available remedies, Client must pay Upwork upon demand for any
amounts owed, plus interest on the outstanding amount at the lesser of one and
one-half percent (1.5%) per month or the maximum interest allowed by applicable
law, plus attorneys’ fees and other costs of collection to the extent permitted
by applicable law.
At our discretion and to the extent permitted by applicable law, Upwork, Upwork
Escrow, Elance Ltd. or its other Affiliates may, without notice, charge all or a
portion of any amount that is owed to any Payment Method on file on the Client’s
Account; set off amounts due against other amounts received from Client or held
by for Client by Upwork, Upwork Escrow or another Affiliate; make appropriate
reports to credit reporting agencies and law enforcement authorities; and
cooperate with credit reporting agencies and law enforcement authorities in any
investigation or prosecution.
Upwork does not guarantee that Client is able to pay or will pay Freelancer
Fees, and Upwork is not liable for and may reverse Freelancer Fees if Client is
in default or initiates a chargeback of funds with their financial institution.
Freelancer may use the dispute process as described in the applicable Escrow
Instructions in order to recover funds from Client in the event of a default or
may pursue such other remedies against Client as Freelancer chooses. If Upwork
recovers funds from a Client who initiated a chargeback or who is in default
pursuant to this Section 6.4, Upwork will disburse any portion attributable to
Freelancer Fees to the applicable Freelancer to the extent not already paid by
Client or credited by Upwork through any Payment Protection program.
6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
Clients agree that, once Upwork charges their Payment Methods, the charge cannot
be refunded except on a condition agreed in the Escrow Instructions. Clients
agree not to initiate any chargebacks from their credit card companies, banks,
or the like.
Client acknowledges and agrees that Upwork or its affiliates Upwork Escrow or
Elance Ltd. may charge or debit Client’s designated Payment Method for the
Freelancer Fees incurred as described in the applicable Escrow Instructions and
the Fee and ACH Authorization Agreement. Once Upwork or its affiliates Upwork
Escrow or Elance Ltd. charges or debits the Client’s designated Payment Method
for the Freelancer Fees, the charge or debit is non-refundable, except as
provided in the applicable Escrow Instructions or as otherwise required by
applicable law. Client also acknowledges and agrees that the Terms of Service
provide a dispute resolution process as a way for Client to resolve disputes. To
the extent permitted by applicable law, Client therefore agrees not to ask its
credit card company, bank, or other Payment Method provider to charge back any
Freelancer Fees or other fees charged pursuant to the Terms of Service for any
reason. A chargeback in breach of this obligation is a material breach of the
Terms of Service. If Client initiates a chargeback in violation of this
Agreement, Client agrees that Upwork or its affiliates Upwork Escrow or Elance
Ltd. may dispute or appeal the chargeback, institute collection action against
Client, close Client’s account, and take such other action it deems appropriate.
6.6 PAYMENT METHODS
Clients agree to designate a Payment Method and authorize us to charge that
Payment Method.
In order to use certain Site Services, Client must provide account information
for at least one valid Payment Method.
Client hereby authorizes Upwork, Upwork Escrow, and Elance Ltd., as applicable,
to run credit card authorizations on all credit cards provided by Client, to
store credit card and banking or other financial details as Client’s method of
payment consistent with our Privacy Policy, and to charge Client’s credit card
(or any other Payment Method) for the Freelancer Fees and any other amounts owed
under the Terms of Service. To the extent permitted by applicable law and
subject to our Privacy Policy, you acknowledge and agree that we may use certain
third-party vendors and service providers to process payments and manage your
Payment Method information.
By providing Payment Method information through the Site or by authorizing
payments with the Payment Method, Client represents that: (a) Client is legally
authorized to provide such information; (b) Client is legally authorized to make
payments using the Payment Method(s); (c) if Client is an employee or agent of a
company or person that owns the Payment Method, that Client is authorized by the
company or person to use the Payment Method to make payments on Upwork; and (d)
such actions do not violate the terms and conditions applicable to Client’s use
of such Payment Method(s) or applicable law.
When Client authorizes a payment using a Payment Method via the Site, Client
represents that there are sufficient funds or credit available to complete the
payment using the designated Payment Method. To the extent that any amounts owed
under this Agreement or the other Terms of Service cannot be collected from
Client’s Payment Method(s), Client is solely responsible for paying such amounts
by other means.
Upwork is not liable to any User if Upwork does not complete a transaction as a
result of any limit by applicable law or your financial institution, or if a
financial institution fails to honor any credit or debit to or from an account
associated with such Payment Method. Upwork will make commercially reasonable
efforts to work with any such affected Users to resolve such transactions in a
manner consistent with this Agreement and any applicable Escrow Instructions.
6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
If your Payment Method uses a currency other than U.S. Dollars, we may show you
foreign currency conversion rates for us to change your currency into U.S.
Dollars. The rates we show you may be different than the rates that apply to us
and may not be the best rate available to you
The Services operate in U.S. Dollars. If a User’s Payment Method is denominated
in a currency other than U.S. Dollars and requires currency conversion to make
or receive payments in U.S. Dollars, the Site will display foreign currency
conversion rates that Upwork, Upwork Escrow, Elance Ltd., or our other
Affiliates currently make available to convert supported foreign currencies to
U.S. Dollars. These foreign currency conversion rates adjust regularly based on
market conditions. Please note that the wholesale currency conversion rates at
which we or our Affiliates obtain foreign currency will usually be different
than the foreign currency conversion rates offered on the Site. Each User, at
its sole discretion and risk, may authorize the charge, debit, or credit of its
Payment Method in a supported foreign currency and the conversion of the payment
to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A
list of supported foreign currencies is available on the Site. If foreign
currency conversion is required to make a payment in U.S. Dollars and Upwork,
its affiliates Upwork Escrow or Elance Ltd., as applicable, does not support the
foreign currency or the User does not authorize the conversion of such payment
at the foreign currency conversion rate displayed on the Site, Upwork Escrow or
one of our Affiliates will charge, debit, or credit the User’s Payment Method in
U.S. Dollars and the User’s Payment Method provider will convert the payment at
a foreign currency conversion rate selected by the User’s Payment Method
provider. The User’s Payment Method provider may also charge fees directly to
the Payment Method even when no currency conversion is involved. The User’s
authorization of a payment using a foreign currency conversion rate displayed on
the Site is at the User’s sole risk. Upwork, Upwork Escrow, Elance Ltd., and our
other Affiliates are not responsible for currency fluctuations that occur when
billing or crediting a Payment Method denominated in a currency other than U.S.
Dollars or for currency fluctuations that occur when receiving or sending
payments to and from the Escrow Account.
7. NON-CIRCUMVENTION
You agree to communicate through the Site and make and receive payments only
through the Site for two years from the date you first identify or meet your
Client or Freelancer on the Site, unless you pay a Conversion Fee. Violations of
this Section constitute a serious breach and may result in permanent suspension
of your Account.
7.1 MAKING PAYMENTS THROUGH UPWORK
You agree to exclusively use Upwork to make payments for work that arises out of
a relationship you made through Upwork for two years from the date you first
established the relationship.
You acknowledge and agree that a substantial portion of the compensation Upwork
receives for making the Site available to you is collected through the Service
Fee described in Section 5.1 and that in exchange a substantial value to you is
the relationships you make with other Users identified through the Services (the
“Upwork Relationship”). Upwork only receives the Service Fee when a Client and a
Freelancer pay and receive payment through the Site. Therefore, except as set
out in Section 7.2, for 24 months from the start of an Upwork Relationship (the
“Non-Circumvention Period”), you agree to use the Site as your exclusive method
to request, make, and receive all payments for work directly or indirectly with
that person or arising from that relationship and not to circumvent the Payment
Methods offered on the Site unless you pay a fee to take the relationship off of
the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or
representative of another business, then the Non-Circumvention Period applies to
you and other employees, agents, or representatives of the business or its
successor when acting in that capacity with respect to the other User. If you,
or the business you represent, did not identify and were not identified by
another person through the Site, such as if you and another User worked together
before meeting on the Site, then the Non-Circumvention Period does not apply. By
way of example only, you agree that during the Non-Circumvention period you will
not:
 * 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.

You agree to notify Upwork immediately if a person suggests making or receiving
payments other than through the Site in violation of this Section 7 or if you
receive unsolicited contact outside of the Site. If you are aware of a breach or
potential breach of this non-circumvention agreement, please submit a
confidential report to Upwork here.
You acknowledge and agree that a violation of this Section 7.1 is a material
breach of the Terms of Service, and may result in your Account being permanently
suspended and charged the Conversion Fee (defined above). This Section still
applies if you choose to cease using the Site, and you must pay the Conversion
Fee for each other User you wish to continue working with after you cease using
the Site.
7.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
Prior to entering into a Service Contract, you agree to communicate with other
Users exclusively through Upwork.
The provisions of this Section 7.2 apply to any interaction between Users where
the Client has a Basic, Plus, or Marketplace Account, and do not apply to any
interaction between Users where the Client is an Enterprise Client. For purposes
of the Terms of Service, “Enterprise Client” means a Client, including an
Enterprise client or an Upwork Business Client, that has the following
“Enterprise” badge displayed on its job post or search tile:

For Users subject to this Section 7.2, Users agree to use the communication
services available on the Site to communicate with other Users prior to entering
into a Service Contract. You agree that prior to entering into a Service
Contract, you (a) will use Upwork as the sole manner to communicate with other
Users; (b) will not provide your Means of Direct Contact (defined below) to any
other User or another person that you identified or were identified by through
the Site; (c) will not use Means of Direct Contact of another user to attempt to
or to communicate with, solicit, contact, or find the contact information of a
User outside of Upwork; (d) will not ask for, provide, or attempt to identify
through public means the contact information of another User; and (e) will not
include any Means of Direct Contact or means by which your contact information
could be discovered in any profile, proposal, job posting, invitation, or
pre-hire communication through the Site’s communications services (including in
each case in any attached file), except as otherwise provided on the Site.
For purposes of the Terms of Service, “Means of Direct Contact” means any
information that would allow another person to contact you directly, including,
without limitation, phone number, email address, physical address, a link to a
contact form or form requesting contact information, any link to an applicant
management system or means to submit a proposal or application outside of the
Site, or any information that would enable a user to contact you on social media
or other website or platform or application that includes a communications tool,
such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct
Contact if it would enable another user to identify any of the information above
through other sources, such as going to a website that included an email address
or identifying you through social media.
You acknowledge and agree that a violation of this Section 7.2 is a material
breach of the Terms of Service and your Account may be permanently suspended for
such violations.
7.3 OPTING OUT
You may opt out of the non-circumvention agreement if you pay a fee.
You may opt out of the obligations in Section 7.1 with respect to each Upwork
Relationship only if the Client or Freelancer pays Upwork a Conversion Fee which
is a minimum of $1,000 USD and up to $50,000 USD for each Upwork Relationship,
unless Client and Freelancer have had an Upwork Relationship for at least two
(2) years.
The Conversion Fee may be calculated differently for Upwork Relationships when
the Client is an Enterprise Client if the Enterprise Client contract with Upwork
provides for different terms.
To learn more about the Conversion Fee or how to pay it visit our Help Center
here.
You understand and agree that if Upwork determines that you have violated
Section 7, it may (a) charge your Payment Method the Conversion Fee (including
interest) if permitted by law or send you an invoice for the Conversion Fee
(including interest), which you agree to pay within 30 days, (b) close your
Account and revoke your authorization to use the Services, and (c) charge you
for all losses and costs (including any and all time of Upwork’s internal
workforce) and reasonable expenses (including attorneys’ fees) related to
investigating such breach and collecting such fees.
You agree that the Conversion Fee is 13.5% of the estimated earnings over a
twelve (12) month period, which is calculated by taking the Hourly Rate (defined
below) and multiplying it by 2,080. “Hourly Rate” means (a) the highest hourly
rate charged by the Freelancer on any Service Contract with the Client, if any;
or (b) if there is no hourly rate on a Service contract, the hourly rate in the
Freelancer’s profile when the conversion is requested. The Conversion Fee
includes all applicable taxes and is not subject to the Marketplace Fee. If
Client and Freelancer have had an Upwork Relationship for at least two (2)
years, the Conversion Fee is a nominal $1 USD for administrative purposes. The
Conversion Fee is not refundable. Upwork will apply a discount on the Conversion
Fee that is equal to the total amount of Marketplace Fees that Client has paid
to Upwork in the preceding twelve (12) months on each marketplace Service
Contract between the Client and the Freelancer. In no event shall the Conversion
Fee be discounted below the minimum of $1,000 USD.
8. RECORDS OF COMPLIANCE
You agree to make and keep all required records.
You are solely responsible for creation, storage, and backup of your business
records. You agree that Upwork has no obligation to store, maintain or provide
you a copy of any content or information that you provide, except to the extent
required by applicable law.
9. WARRANTY DISCLAIMER
We are not responsible for the quality, safety, or reliability of our Services.
Upwork and its affiliates make no representation or warranty about the services,
including that the services will be uninterrupted or error-free, and provide the
Services (including content and information) on an “as is” and “as available”
basis. To the maximum extent permitted by applicable law, Upwork and its
affiliates disclaim any implied or statutory warranty, including any implied
warranty of title, accuracy of data, non-infringement, merchantability or
fitness for a particular purpose.
10. LIMITATION OF LIABILITY
Any liability we may have to you is limited.
Upwork is not liable, and you agree not to hold us responsible, for any damages
or losses arising out of or in connection with the Terms of Service, including,
but not limited to: (i) your use of or your inability to use our Site or Site
Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses
or other malicious software obtained by accessing, or linking to, our Site or
Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our
Site or Site Services; (v) damage to your hardware device from the use of the
Site or Site Services; (vi) the content, actions, or inactions of third parties’
use of the Site or Site Services; (vii) a suspension or other action taken with
respect to your Account; (viii) your reliance on the quality, accuracy, or
reliability of job postings, Profiles, ratings, recommendations, and feedback
(including their content, order, and display), Composite Information, or metrics
found on, used on, or made available through the Site; and (ix) your need to
modify practices, content, or behavior or your loss of or inability to do
business, as a result of changes to the Terms of Service.
Additionally, in no event will Upwork, our affiliates, our licensors, or our
third-party service providers be liable for any special, consequential,
incidental, punitive, exemplary, or indirect costs or damages, including, but
not limited to, litigation costs, installation and removal costs, or loss of
data, production, profit, or business opportunities. The liability of Upwork,
our affiliates, our licensors, and our third-party service providers to any User
for any claim arising out of or in connection with this Agreement or the other
Terms of Service will not exceed the lesser of: (a) $2,500 or (b) any fees
retained by Upwork with respect to service contracts on which User was involved
as Client or Freelancer during the six-month period preceding the date of the
claim.
These limitations will apply to any liability, arising from any cause of action
whatsoever arising out of or in connection with this Agreement or the other
Terms of Service, whether in contract, tort (including negligence), strict
liability, or otherwise, even if Upwork has been advised of the possibility of
such costs or damages and even if the limited remedies provided herein fail of
their essential purpose. Some states and jurisdictions do not allow for all of
the foregoing exclusions and limitations, so to that extent, some or all of
these limitations and exclusions may not apply to you.
11. RELEASE
You agree not to hold us responsible for any dispute you may have with another
User.
In recognition of the fact that Upwork is not a party to any contract between
Users, you hereby release Upwork, Upwork Escrow, our other Affiliates, and our
respective officers, directors, agents, subsidiaries, joint ventures, employees
and service providers from claims, demands, and damages (actual and
consequential) of every kind and nature, known and unknown, arising out of or in
any way connected with any dispute you have with another User, whether it be at
law or in equity that exist as of the time you enter into this Agreement. This
release includes, for example and without limitation, any disputes regarding the
performance, functions, and quality of the Freelancer Services provided to
Client by a Freelancer and requests for refunds based upon disputes. Procedures
regarding the handling of certain disputes between Users are discussed in the
Escrow Instructions.
To the extent applicable, you hereby waive the protections of California Civil
Code § 1542 (and any analogous law in any other applicable jurisdiction) which
says: “A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favor at the
time of executing the release and that, if known by him or her, would have
materially affected his or her settlement with the debtor or released party.”
This release will not apply to a claim that Upwork failed to meet our
obligations under the Terms of Service.
12. INDEMNIFICATION
If you do something using our Services that gets us sued or fined, you agree to
cover our costs or losses as described below.
You will indemnify, defend, and hold harmless Upwork, Upwork Escrow, our other
Affiliates, and our respective directors, officers, employees, representatives,
and agents (each an “Indemnified Party”) for all Indemnified Claims (defined
below) and Indemnified Liabilities (defined below) relating to or arising out
of: (a) your or your agents’ use of the Services, including any payment
obligations or default (described in Section 6.4 (Non-Payment or Default))
incurred through use of the Services; (b) any Work Product or User Content
related to your use of the Services; (c) any Service Contract entered into by
you or your agents, including, but not limited to, the classification of a
Freelancer as an independent contractor, any employment-related claims; (d) your
or your agents’ failure to comply with the Terms of Service; (e) you or your
agents’ failure to comply with applicable law; (f) negligence, willful
misconduct, or fraud by you or your agents; and (g) you or your agents’
violation of any third-party right, including without limitation any right of
privacy, publicity rights or Intellectual Property Rights. For purposes of this
Section 12, your agents include any person who has apparent authority to access
or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs,
losses, and expenses (including attorneys’ fees) arising from or relating to any
claim, suit, proceeding, demand, or action brought by you or a third party or
other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs,
losses, and expenses (including reasonable attorneys’ fees and all related costs
and expenses) arising from or relating to any claim, suit, proceeding, demand,
or action brought by an Indemnified Party against you or a third party or other
User.
13. AGREEMENT TERM AND TERMINATION
This section discusses when and how long this Agreement will last, when and how
either you or Upwork can end this Agreement, and what happens if either of us
ends the Agreement.
13.1 TERMINATION
You and Upwork both have the right to end this Agreement, but certain rights and
obligations will survive after this Agreement ends.
Unless both you and Upwork expressly agree otherwise in writing, either of us
may terminate this Agreement in our sole discretion at any time, without
explanation, upon written notice to the other, which will result in the
termination of the other Terms of Service as well, except as otherwise provided
in this Agreement. You may provide written notice to legalnotices@upwork.com. In
the event you properly terminate this Agreement, your right to use the Services
is automatically revoked, and your Account will be closed.
You agree that Upwork is not a party to any Service Contract between Users.
Consequently, you understand and acknowledge that termination of this Agreement
(or attempt to terminate this Agreement) does not terminate or otherwise impact
any Service Contract or Project entered into between Users. If you attempt to
terminate this Agreement while having one or more open Projects, you agree (a)
you hereby instruct Upwork will close any open contracts; (b) you will continue
to be bound by this Agreement and the other Terms of Service until all such
Projects have closed on the Site and your access to the Site has been
terminated; (c) Upwork will continue to perform those Services necessary to
complete any open transaction between you and another User; and (d) you will
continue to be obligated to pay any amounts accrued but unpaid as of the date of
termination or as of the closure of any open Service Contracts, whichever is
later, to Upwork for any Services or such other amounts owed under the Terms of
Service and to any Freelancers for any Freelancer Services.
Without limiting Upwork’s other rights or remedies, we may revoke or limit
access to the Services, deny your registration, or revoke your access to the
Site and refuse to provide any or all Services to you if: (i) you breach any
terms and conditions of this Agreement or any portion of the Terms of Service;
(ii) we have reasonable reason to believe that you have provided false or
misleading information to us; (iii) we conclude that your actions may cause
legal liability for you or others; may be contrary to the interests of the Site
or the User community; or may involve illicit or illegal activity; or (iv) we
are required to by law, legal process, or law enforcement. If your Account is
temporarily or permanently closed, you may not use the Site under the same
Account or a different Account or re-register for a new Account without Upwork’s
prior written consent. If you attempt to use the Site under a different Account,
we reserve the right to reclaim available funds in that Account and/or use an
available Payment Method to pay for any amounts owed by you to the extent
permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site
depend on transparency of Users’ Account status to all Users, including you and
other Users who have entered into Service Contracts with you. You therefore
agree that: if Upwork decides to temporarily or permanently close your account,
Upwork has the right (but no obligation) where allowed by law to: (y) notify
other users that have entered into Service Contracts with you of your closed
account status, and (z) provide those users with a summary of the reasons for
your account closure. You agree that Upwork will have no liability arising from
or relating to any notice that it may or may not provide to any user regarding
closed account status or the reason(s) for the closure.
13.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed, you will no
longer have access to information or material you kept on the Site and any
content stored in your Account may be deleted, for which Upwork expressly
disclaims liability. Upwork may retain some or all of your Account information
as permitted or required by law and the Privacy Policy.
13.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms
of Service that expressly or by their nature contemplate performance after this
Agreement terminates or expires will survive and continue in full force and
effect. For example, the provisions related to arbitration, audits, intellectual
property, non-circumvention, indemnification, fees, reimbursements, and
limitations of liability each contemplate performance or observance after this
Agreement terminates. The termination of this Agreement for any reason will not
release you or Upwork from any obligations incurred prior to termination of this
Agreement or other parts of the Terms of Service or that may accrue related to
any act or omission prior to such termination.
14. DISPUTES BETWEEN YOU AND UPWORK
Section 14 discusses your agreement with Upwork and our agreement with you about
how we will resolve any disputes between us, including that we will both first
try to resolve any dispute informally and, if you are in the United States, that
we both agree to use arbitration instead of going to court or using a jury if we
can’t resolve the dispute informally.
Please read the following paragraphs carefully because they require you and us
to agree to resolve most all disputes between you and us through binding
individual arbitration.
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and Upwork or our Affiliates, our goal is to
resolve the dispute quickly and cost-effectively. Accordingly, unless you opt
out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree
to resolve any and all claims, disputes, or controversies that arise out of or
relate to this Agreement, the other Terms of Service, your relationship with
Upwork (including without limitation any claimed employment with Upwork or one
of our Affiliates or successors), the termination of your relationship with
Upwork, or the Services (each a “Claim” and collectively, “Claims”) through
binding arbitration on an individual basis in accordance with this Section 14
(sometimes referred to as the “Arbitration Provision”).
Claims that may not be subject to predispute arbitration agreement as provided
by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law
111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act
(Public Law 117-90), or by generally applicable law are excluded from the
coverage of this Arbitration Provision.
By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE
EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A
JUDGE. The parties instead elect to have Claims resolved by arbitration. The
arbitrator’s decision shall be final and binding on the parties, subject to
review on the grounds set forth in the Federal Arbitration Act (“FAA”)).
14.2 CHOICE OF LAW
This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim
will be governed by and construed in accordance with the laws of the State of
California, without regard to its conflict of law provisions; provided, however,
that any Claims made by any Freelancer located within the United States will be
governed by the law of the state in which such Freelancer resided at the time
the dispute arose.
However, notwithstanding the foregoing sentence, this Arbitration Provision is
governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
14.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and Upwork agree to
first notify each other of the Claim. You agree to notify Upwork of the Claim by
email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice
at your email address on file (in each case, a “Notice”). You and Upwork then
will seek informal voluntary resolution of the Claim. Any Notice must include
pertinent account information, a brief description of the Claim, and contact
information, so that you or Upwork, as applicable, may evaluate the Claim and
attempt to informally resolve it. Both you and Upwork will have 60 days from the
date of the receipt of the Notice to informally resolve the other party’s Claim
and avoid the need for further action.
14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO
USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Arbitration Provision applies to all Users located in or who reside in the
United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days
of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree
to resolve the Claim by final and binding individual arbitration before an
arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at
www.jamsadr.com.
14.4.1 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may
have, whether based on past, prevent, or future events, and includes all claims
and disputes that arose between the parties before the effective date of this
Agreement, and survives after your relationship with Upwork ends. For the
avoidance of doubt, Claims covered by this Arbitration Provision include, but
are not limited to, all claims, disputes or controversies arising out of or
relating to this Agreement, the Terms of Service and the Upwork Payroll
Agreement. This Arbitration Provision is intended to apply to the resolution of
disputes that otherwise would be resolved in a court of law or before a forum
other than arbitration. If for any reason JAMS will not administer the
arbitration, either party may apply to a court of competent jurisdiction with
authority over the location where the arbitration will be conducted for
appointment of a neutral arbitrator.
Except as otherwise provided in this Agreement, arbitration will be conducted in
Santa Clara County, California in accordance with the JAMS Comprehensive
Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then
in effect. Arbitration of disputes brought by a User that allege a violation of
a consumer protection statute also will be subject to the JAMS Consumer
Arbitration Minimum Standards, and such arbitrations will be conducted in the
same state and within 25 miles of where the User is located. Claims by
Freelancers that allege employment or worker classification disputes will be
conducted in the state and within 25 miles of where Freelancer is located in
accordance with the JAMS Employment Arbitration Rules and Procedures then in
effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or
by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,”
“JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum
Standards.” Any dispute regarding the applicability of a particular set of JAMS
rules shall be resolved exclusively by the arbitrator. Any party will have the
right to appear at the arbitration by telephone and/or video rather than in
person.
You and Upwork will follow the applicable JAMS rules with respect to filing or
initial appearance and arbitration fees. The arbitrator shall follow applicable
law and may award only those remedies that would have applied had the matter
been heard in court. Judgment may be entered on the arbitrator’s decision in any
court having jurisdiction.
This Arbitration Provision does not apply to litigation between Upwork and you
that is or was already pending in a state or federal court or arbitration before
the expiration of the opt-out period set forth in Section 14.4.4 below.
Notwithstanding any other provision of this Agreement, no amendment to this
Arbitration Provision will apply to any matter pending in an arbitration
proceeding brought under this Section 14 unless all parties to that arbitration
consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers
compensation, state disability insurance, or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you from making a report to or
filing a claim or charge with a government agency, including without limitation
the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S.
Securities and Exchange Commission, National Labor Relations Board, or Office of
Federal Contract Compliance Programs. Nothing in this Arbitration Provision
prevents the investigation by a government agency of any report, claim or charge
otherwise covered by this Arbitration Provision. This Arbitration Provision also
does not prevent federal administrative agencies from adjudicating claims and
awarding remedies based on those claims, even if the claims would otherwise be
covered by this Arbitration Provision. Nothing in this Arbitration Provision
prevents or excuses a party from satisfying any conditions precedent or
exhausting administrative remedies under applicable law before bringing a claim
in arbitration. Upwork will not retaliate against you for filing a claim with an
administrative agency or for exercising rights (individually or in concert with
others) under Section 7 of the National Labor Relations Act.
14.4.2 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the
formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to
decide all disputes arising out of or relating to the arbitrability of a Claim
or the interpretation, enforcement, or application of this Arbitration
Provision, including the enforceability, revocability, scope, breach, or
validity of the Arbitration Provision or any portion of the Arbitration
Provision, except as expressly provided below. All such matters shall be decided
by an arbitrator and not by a court. The parties expressly agree that, except as
provided by the Class and Collective Waiver section below, the arbitrator and
not a court will decide any question of whether the parties agreed to arbitrate,
including but not limited to any claim that all or part of this Arbitration
Provision, this Agreement, or any other part of the Terms of Service is void or
voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable,
the remainder of this Arbitration Provision will be enforceable, except as set
forth in Section 14.4.3 below.
14.4.3 CLASS AND COLLECTIVE WAIVER
Private attorney general representative actions under the California Labor Code
are not arbitrable, not within the scope of this Arbitration Provision and may
be maintained in a court of law. However, this Arbitration Provision affects
your ability to participate in class or collective actions. Both you and Upwork
agree to bring any dispute in arbitration on an individual basis only, and not
on a class or collective basis on behalf of others. There will be no right or
authority for any dispute to be brought, heard or arbitrated as a class or
collective action, or as a member in any such class or collective proceeding
(“Class Action Waiver”). Notwithstanding any other provision of this Agreement
or the JAMS rules, disputes regarding the enforceability, revocability, scope,
validity, or breach of the Class Action Waiver may be resolved only by a civil
court of competent jurisdiction and not by an arbitrator. If there is a final
judicial determination that all or part of the Class Action Waiver is
unenforceable or that an arbitration can proceed on a class basis, then the
arbitration provision herein shall be considered null and void in its entirety
and the class or collective action to that extent must be litigated in a civil
court of competent jurisdiction. No arbitration or proceeding will be combined
with another without the prior written consent of all parties to all affected
arbitrations or proceedings. You and Upwork agree that you will not be
retaliated against as a result of your filing or participating in a class or
collective action in any forum. However, Upwork may lawfully seek enforcement of
this Arbitration Provision and the Class Action Waiver under the Federal
Arbitration Act and seek dismissal of such class or collective actions or
claims.
14.4.4 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 14 by
notifying Upwork in writing within 30 days of the date you first registered for
the Site. To opt out, you must send a written notification to Upwork at Attn:
Legal, 655 Montgomery ST STE 490, DPT 17022, San Francisco, CA 94111-2676 that
includes (a) your Account username, (b) your name, (c) your address, (d) your
telephone number, (e) your email address, and (f) a statement indicating that
you wish to opt out of the Arbitration Provision. Alternatively, you may send
this written notification to legalnotices@upwork.com.
Opting out of this Arbitration Provision will not affect any other terms of this
Agreement.
If you do not opt out as provided in this Section 14.4.4, continuing your
relationship with Upwork constitutes mutual acceptance of the terms of this
Arbitration Provision by you and Upwork. You have the right to consult with
counsel of your choice concerning this Agreement and the Arbitration Provision.
14.4.5 Enforcement of this Arbitration Provision
This Arbitration Provision replaces all prior agreements regarding the
arbitration of disputes and is the full and complete agreement relating to the
formal resolution of disputes covered by this Arbitration Provision. In the
event any portion of this Arbitration Provision is deemed unenforceable, the
remainder of this Arbitration Provision will be enforceable.
15. GENERAL
Additional terms of the agreement between you and Upwork, including that the
Terms of Service contain our full agreement, how the agreement will be
interpreted and applied, and your agreement not to access the Site from certain
locations.
15.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, is the only agreement
between you and us regarding the Services and supersedes all prior agreements
for the Services and supersedes any prior agreements between us for actions
occurring after the effective date of this Agreement. The only exception to this
is a Enterprise Agreement or similar agreement for premium services executed by
a duly authorized representative of Upwork (“Premium Agreement”), in which cases
these Terms of Service are superseded to the extent stated in such Premium
Agreement but otherwise survive; written email or letter communications or
verbal agreements cannot constitute a Premium Agreement.
15.2 MODIFICATIONS; WAIVER
We may modify these terms and will provide you reasonable advance notice of
substantial changes.
Subject to the conditions set forth herein, Upwork may amend this Agreement and
any of the other agreements that comprise the Terms of Service at any time by
posting a revised version on the Site. Upwork will provide reasonable advance
notice of any amendment that includes a Substantial Change (defined below), by
posting the updated Terms of Service on the Site and providing notice on the
Site or by email. If the Substantial Change includes an increase to Fees charged
by Upwork, Upwork will provide at least 30 days’ advance notice of the change,
but may not provide any advance notice for changes resulting in a reduction in
Fees, any temporary or promotional Fee change, or changes that do not constitute
a Substantial Change. Any revisions to the Terms of Service will take effect on
the noted effective date. No modification or amendment to the Terms of Service
will be binding upon Upwork unless they are agreed in a written instrument
signed by a duly authorized representative of Upwork or posted on the Site by
Upwork. Email will not constitute a written instrument as contemplated by this
Section 15.2.
Our failure to act with respect to a breach by you or others does not waive our
right to act with respect to subsequent or similar breaches. We do not guarantee
we will take action against all breaches of this User Agreement.
15.3 ASSIGNABILITY
You may not transfer any rights you have under our Terms of Service unless we
give you approval
These Terms of Service and any rights or obligations hereunder may not be
transferred or assigned by you unless you follow the provisions in this Section.
In order to assign the Terms of Service or your Account to a successor after an
acquisition of your company or substantially all of your assets, a merger, or
another change in majority ownership of your company, you must provide written
notice to Upwork Attn: Legal, 655 Montgomery ST STE 490, DPT 17022, San
Francisco, CA 94111-2676 or via email to legalnotices@upwork.com that includes
(a) your Account username, (b) your name, (c) your address, (d) your telephone
number, (e) your email address, (f) a statement indicating the manner in which
your company was acquired, (g) the name and contact information of the acquiror,
and (h) the effective date of such change in ownership. If Upwork does not
object via email within 5 business days of sending of an email or 7 business
days of the mailing of a written notice, then the assignment is permissible,
provided in both cases that such notice is properly addressed. The foregoing
does not apply to Enterprise Clients.
No other assignments are valid without Upwork’s prior written consent, which can
be requested via email or letter at the above addresses. Any other attempted
transfer or assignment will be null and void.
15.4 SEVERABILITY; INTERPRETATION
If any provision of this Agreement is invalid or unenforceable under applicable
law, then it will be changed and interpreted to accomplish the objectives of
such provision to the greatest extent possible under applicable law, and the
remaining provisions of this Agreement will continue in full force and effect.
To the extent any provision of this Agreement or the other Terms of Service is
held illegal, invalid, or unenforceable in whole or in part under applicable
law, such provision or such portion thereof will be ineffective as to the
jurisdiction in which it is illegal, invalid, or unenforceable to the extent of
its illegality, invalidity, or unenforceability and will be deemed modified to
the extent necessary to conform to applicable law so as to give the maximum
effect to the intent of the parties. The illegality, invalidity, or
unenforceability of such provision in one jurisdiction will not in any way
affect the legality, validity, or enforceability of that or any other provision
in any other jurisdiction.
15.5 FORCE MAJEURE
When certain circumstances beyond your or our control arise, we both will be
temporarily relieved from performing our obligations under this Agreement.
The parties to this Agreement will not be responsible for any delay or failure
to perform any obligation under this Agreement for a reasonable period due to
labor disturbances, accidents, fires, floods, pandemics, telecommunications or
Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts
of government, governmental requirements and regulations or restrictions imposed
by law or any other similar event beyond the parties’ reasonable control.
15.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all
respects and will prevail in case of any inconsistencies with translated
versions, if any. The Site is controlled and operated from our facilities in the
United States.
15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Upwork makes no representations that the Site or Services are appropriate or
available for use outside of the United States. Those who access or use the Site
from other jurisdictions do so at their own risk and are entirely responsible
for compliance with all applicable laws and regulations, both in the United
States and abroad, including export and import regulations (e.g., the Export
Administration Regulations maintained by the U.S. Department of Commerce and the
sanctions programs maintained by the U.S. Department of the Treasury Office of
Foreign Assets Control). You must not directly or indirectly sell, export,
re-export, transfer, divert, or otherwise dispose of any software or service to
any end user without obtaining any and all required authorizations from the
appropriate government authorities. You also warrant that you are not prohibited
from receiving U.S. origin products, including services or software.
In order to access or use the Services, you must and hereby represent that
neither you, any company you represent, nor any beneficial owner of you or your
company are: (a) a citizen or resident of a geographic area in which access to
or use of the Site or Site Services is prohibited by applicable law, decree,
regulation, treaty, or administrative act; (b) a citizen or resident of, or
located in, a geographic area that is subject to U.S. or other sovereign country
sanctions or embargoes; or (c) an individual, or an individual employed by or
associated with an entity, identified on the U.S. Department of Commerce Denied
Persons or Entity List, the U.S. Department of Treasury Specially Designated
Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred
Parties List or otherwise ineligible to receive items subject to U.S. export
control laws and regulations or other economic sanction rules of any sovereign
nation. You agree that if your country of residence or other circumstances
change such that the above representations are no longer accurate, that you will
immediately cease using the Services and your license to use the Services will
be immediately revoked.
15.8 CONSENT TO USE ELECTRONIC RECORDS
Upwork and its Affiliates may need to provide you with certain communications,
notices, agreements, statements or disclosures in writing regarding our
Services. You consent to receive these records electronically from Upwork and
its Affiliates rather than in paper form.
16. DEFINITIONS
Below we define capitalized terms that appear in this Agreement or other parts
of the Terms of Service. Other capitalized terms are defined above, which you
can tell because the term is put in quotation marks and bold font.
Capitalized terms not defined below or above have the meanings described in the
Site Terms of Use or elsewhere in the Terms of Service.
“Client” means any authorized User of the Site or Site Services, including
Direct Contract Services, to seek or obtain Freelancer Services, including from
another User.
“Confidential Information” means any material or information provided to, or
created by, a User to evaluate a Project or the suitability of another User for
the Project, or provided in connection with a Project, regardless of whether the
information is in tangible, electronic, verbal, graphic, visual, or other form.
Confidential Information does not include material or information that: (a) is
generally known by third parties as a result of no act or omission of Freelancer
or Client; (b) was lawfully received by User without restriction from a third
party having the right to disseminate the information; (c) was already known by
User prior to receiving it from the other party and was not received from a
third party in breach of that third party’s obligations of confidentiality; or
(d) was independently developed by User without use of another person’s
Confidential Information.
“Direct Contract” means a contract entered into on Upwork between a Freelancer
on Upwork and a client of the Freelancer’s who does not and has never had an
Upwork Account (or an account with Upwork predecessors, oDesk or Elance). Please
see our Direct Contracts Terms for more details.
“Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or
Fixed-Price Escrow Account.
“Escrow Instructions” means the Escrow Instructions agreement that is relevant
to the Service Contract or Direct Contract.
“Fixed-Price Contract” means a Service Contract for which Client is charged a
fixed fee agreed between a Client and a Freelancer, prior to the commencement of
a Service Contract, for the completion of all Freelancer Services contracted by
Client for such Service Contract.
“Freelancer” means any authorized User of the Site or Site Services, including
Direct Contract Services or Any Hire Services, that utilizes the Site to
advertise, provide, or receive payment for the provision of Freelancer Services
to Clients, including Agency Member Accounts and Freelancer Accounts that are
part of Agency Accounts.
“Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the
Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the
hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed
fee agreed between a Client and a Freelancer; and (c) any bonuses or other
payments made by a Client to a Freelancer.
“Freelancer Services” means all services performed for or delivered to Clients
by Freelancers.
“Hourly Contract” means a Service Contract for which Client is charged based on
the hourly rate charged by Freelancer.
“Hourly Invoice” means the report of hours invoiced for a stated period by a
Freelancer for Freelancer Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask
work rights, moral rights, rights of publicity, trademark, trade dress and
service mark rights, goodwill, trade secret rights and other intellectual
property rights as may now exist or hereafter come into existence, and all
applications therefore and registrations, renewals and extensions thereof, in
each case, under the laws of any state, country, territory or other
jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to
Upwork, a bank account linked to your Account, a PayPal account, a debit card,
or such other method of payment as Upwork may accept from time to time in our
sole discretion.
“Project” means an engagement for Freelancer Services that a Freelancer provides
to a Client under a Service Contract on the Site.
“Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for
employment by a Staffing Provider, and assigned by the Staffing Provider to
provide Freelancer Services to one or more Client(s).
“Service Contract” means, as applicable, (a) the contractual provisions between
a Client and a Freelancer governing the Freelancer Services to be performed by a
Freelancer for Client for a Project; (b) a Direct Contract as defined in the
Upwork Direct Contract Terms; (c) an Any Hire Contract as defined in the Upwork
Any Hire Terms; or (d) if you use Upwork Payroll, the contractual provisions
between Freelancer and the Staffing Provider for the provision of services to
Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that
materially reduces your rights or increases your responsibilities.
“Upwork App” means the online platform accessed using Upwork’s downloaded
application or other software that enables time tracking and invoicing, chat,
and screenshot sharing with other Users.
“User Content” means any comments, remarks, data, feedback, content, text,
photographs, images, video, music, or other content or information that you or
any Site Visitor or User post to any part of the Site or provide to Upwork,
including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that
Freelancer agrees to create for, or actually delivers to, Client as a result of
performing the Freelancer Services, including, but not limited to,
configurations, computer programs, or other information, or customized hardware,
and any intellectual property developed in connection therewith.


TERMS OF USE


VERSION 4.7

EFFECTIVE APRIL 7, 2022

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TABLE OF CONTENTS

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This document explain the rules that keep our marketplace running.
We call these rules our Terms of Use. They apply to upwork.com and all the
websites and apps we own or run. (And by we, we mean Upwork and our affiliates,
which we may also refer to as us.)
These terms explain how we expect you to behave when you’re using Upwork –
whether you’re a registered user or unregistered site visitor on our site.
Please read these rules carefully: by using our site, you’re agreeing to follow
them.
Contents
1. About licenses and third party content
1.1 We let you use our site and services
1.2 We can stop you using our site and 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
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
3.1 Post unacceptable content
3.2 Act in a misleading or fraudulent way
3.3 Treat others unfairly
3.4 Abuse our feedback system
3.5 Other uses that aren’t allowed
4. Enforcing our terms of use
4.1 We enforce these rules
4.2 Tell us if you see someone breaking these rules
5. Definitions
When you see this symbol, look for a simple summary for each section. We wrote
these to help you get a quick overview , but you'll need to read the sections
completely to get all the details.




1. ABOUT LICENSES AND THIRD PARTY CONTENT

Here we’ve included the conditions for using our site, which we do our best to
keep running smoothly (1.1). That means we have the right to stop people from
using our site and services if needed (1.2).
You can’t use our intellectual property (1.3), but you can post your own content
to Upwork. You’re responsible for this content (1.4), and equally, we’re not
responsible for content you come across from other users (1.5). If you think
someone is using something you’ve copyrighted, just let us know (1.6).


1.1 WE LET YOU USE OUR SITE AND SERVICES

Technically, we’re giving you a ‘limited license’ to the site. Here’s what that
means.
We’re happy for you to access our website and services (known as the services).
You’re free to have this access (or limited license) as long as you follow these
terms of use and all of our other Terms of Service as they apply to you.
We’ll do our best to make sure our services are safe and working as they should,
but we can’t guarantee you’ll have access continuously. In fact, we might even
stop providing certain features or the services completely, and don’t have to
give notice if we do.


1.2 WE CAN STOP LETTING YOU USE OUR SERVICES

We can take away your right to use our services at any time.
If you violate our Terms of Use or other parts of our Terms of Service, we can
take away your access to Upwork. Officially, this is called terminating your
license, and if it happens, we’ll tell you and you must stop using our services
immediately.


1.3 WE KEEP THE RIGHTS TO OUR INTELLECTUAL PROPERTY

Using our services doesn’t mean you can use any of our trademarks or other
intellectual property, like copyrights and patents. We keep all of our rights to
our intellectual property, even though we let you use our services.
Our logos and names are our trademarks and registered in certain jurisdictions.
Any other product or company names, logos or similar marks and symbols you see
on Upwork may be trademarked by our partners or other users like you.


1.4 YOU CAN USE UPWORK TO SHARE YOUR CONTENT WITH THE WORLD

1.4.1 YOU’RE RESPONSIBLE FOR WHAT YOU POST

You’re responsible for how you use our site and anything you post on it. If
someone makes a claim against us because of anything you put on the site, you
agree to compensate us for our legal fees and expenses (the lawyers call this,
‘indemnification’).
When you post content on (or through) our site or give us content for posting,
you agree that you’re completely responsible for that content and we’re not. You
also agree to only post or give us content that:
 * you have the right to post
 * is legal
 * doesn’t violate anyone’s rights, including intellectual property rights.

You acknowledge and agree that whoever posts content is responsible for any harm
caused to anyone by that content – not Upwork – and that you’ll compensate and
defend us, our partners, employees and representatives against any costs or
legal or government action we have because of your content.

1.4.2 OTHER PEOPLE HAVE SOME RIGHTS TO WHAT YOU POST

By posting content on the site, you give other people some rights to that
content.
Whenever you post content on our site, you give us and our affiliates a
permanent right (called an ‘irrevocable and non-exclusive worldwide license’) to
use, edit and share that content – across the world and without paying
royalties. If your name, voice and image appear in content you post, we also
might use those on the site or in our day-to-day business. For example, if
you’re a freelancer, we might share your profile with clients we think could be
a good match.
You also give each user and site visitor the right to access and use your
content through the site. They also have the right to use, copy and share your
content – as long as they do it through the site, and follow both our Terms of
Service and the law.
We might show ads near your content and information, without compensating you.
Depending on choices you make in your profile, we might also include your name
or photo when promoting one of our features.

1.4.3 WE’RE OPEN TO YOUR IDEAS

We’d love to hear your thoughts on improving Upwork. Here’s what happens when
you share them.
You can send us comments and suggestions about our services and ways to improve
them. If you do, you’re agreeing your ideas are free and unsolicited, and you
don’t expect or ask anything in return, unless we’ve specifically asked you for
your ideas and offered something in return (we like to keep our word).
You agree we’re free to use, change and share the idea as we like, without being
obligated to to give you anything for it. And if you do send us an idea, you
also agree that this doesn’t affect our right to use similar or related ideas –
including those we already have or get from others.


1.5 THIRD PARTIES POST ON UPWORK, TOO

Anyone else who uses our site is responsible for what they post or link on
Upwork.
We’re not responsible for the accuracy or reliability of any content shared by
other people on our site, unless they’re officially working for us when they
share or post the content. Any content represents the views of the person
sharing it, not Upwork.
Our site might also contain links or other access to third-party websites and
applications. These sites and applications are owned and run by other parties,
not Upwork. If we use a link or application that goes to a third-party website,
it doesn’t mean that we endorse it and you agree that you use it without our
endorsement.


1.6 YOU CAN MAKE A COPYRIGHT COMPLAINT

If you think content on our site infringes your rights, you can ask to have it
removed.
We’re committed to following U.S. copyright and related laws and need site
visitors and users to follow them as well. That means you can’t use our site to
store or share anything that infringes anyone’s intellectual property rights,
including their rights under U.S. copyright law.
If you own copyrighted work and think your rights under U.S. copyright law have
been infringed by anything on our site, the Digital Millennium Copyright Act
means you can ask us to take it down. Here’s how to report it.


2. WHAT YOU’RE ALLOWED TO DO ON UPWORK

You can only use our services for work and to learn from the information we
share.
Our site and services were made to be used for business, not for personal or
consumer use. We run our marketplace to help users find each other, build
working relationships, and make and receive payments for that work.
You can also use some of our services to get information we think might be
interesting and useful for our site visitors and users – like our Upwork blog.
While we do our best to make sure that this information is timely and accurate,
there might sometimes be mistakes. We don’t make any guarantees about
information posted on our site, so never use it as tax or legal advice. And you
should always double-check the information for yourself.


3. WHAT YOU’RE NOT ALLOWED TO DO ON UPWORK

Certain uses of the site are not allowed. Here we go into much more depth about
those things, including:
 * 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)
   

In short, you’re not allowed to use our services to do (or encourage others to
do) anything that is illegal, fraudulent or harmful. If you don’t see something
on one of the lists below, you shouldn’t assume it’s allowed. When in doubt,
contact us to check.


3.1 POSTING UNACCEPTABLE CONTENT

You can’t offer, share, support or try to find anything that:
 * 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

On Upwork, you can’t do anything that’s dishonest or meant to fool others.
You can’t misrepresent yourself, your experience, skills or professional
qualifications, or that of others. This includes:
 * 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.

Similarly, you must always be honest about who’s doing the work. That means you
can’t:
 * 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.

We’re particularly invested in avoiding fraud and misrepresentations when it
comes to payments. This means:
Freelancers can’t fraudulently charge a client in any way, including by:
 * 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.

Clients can’t engage in fraud related to payments, including by:
 * 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

Everyone should be treated fairly and legally on Upwork.
You can’t use Upwork to:
 * 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

You must use our feedback system honestly and fairly.
That means you can’t:
 * 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

Upwork relies on technology and trust – here’s how we maintain those things.
 * 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

If you break any of these rules, we can suspend your account and stop you from
using Upwork (3.1). If you see someone else breaking these rules, please let us
know (3.2).



4.1 WE ENFORCE THESE RULES

We have the right to look into any potential violations of these terms of use,
and might decide to pause, change or take away any content on our site when we
do.
We can’t guarantee that we’ll take action against every potential violation, but
just because we don’t take action against one breach doesn’t waive our right to
take action against any future breaches, whether they’re related to the first
breach or not.
If we do suspect rule-breaking, we can stop you using our site at any time. If
we disable or close your account, you won’t be able to use any of our services,
but these things will stay in place:
 * 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

What to do if you become aware of a violation of our Terms of Use.
If you believe anyone is breaking any of our terms of use, please let our
customer service team know or report it wherever you see this flag: [flag icon]
If we follow up on the breach, you agree to help with our investigation and take
reasonable steps to help us fix the problem.




5. DEFINITIONS

Here, we explain some of the terms we’ve used in our Terms of Use. Any other
terms in italics should be defined when they’re mentioned, in the User Agreement
or Terms of Service.
An affiliate is anyone or anything that in any way manages, is managed by, or
shares management with us.
A client is someone using our site to find freelancer services from another
user.
A deep fake is a video or image that has been changed to replace one person with
another in a deliberately misleading way, without asking the person whose face
has been used.
A freelancer is an individual or agency using our site to offer their services
to clients.
Freelancer services refer to the work freelancers do on Upwork.
A means of direct contact is information that would let someone get in touch
with you directly (or find the information to do that) so you can bypass our
site. For example, phone numbers, email and physical addresses, social media
accounts, and personal websites with contact information are means of direct
contact.
Site services are all services, applications and products – apart from
freelancer services – that people can access through Upwork.
Content is what users post to Upwork themselves, like comments, profiles,
feedback, images, or other information. It includes anything posted as a
response to questions asked by other users or Upwork.


DIRECT CONTRACTS TERMS


VERSION 3.3

EFFECTIVE APRIL 27, 2021

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TABLE OF CONTENTS

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These Upwork Direct Contracts Terms (“Direct Contracts Terms”) define the terms
and conditions under which Upwork offers and you agree to use Upwork’s Direct
Contracts service, as described in these terms (“Direct Contracts Services”),
and are part of and incorporate by reference the Upwork User Agreement and other
Terms of Service. The Direct Contracts Terms are in addition to and, except
where explicitly stated, do not supersede, replace, or limit other similar terms
in the Terms of Service. Capitalized terms not defined herein are defined in the
User Agreement or elsewhere in the Terms of Service.
IN ORDER TO USE UPWORK’S DIRECT CONTRACTS SERVICE YOU AGREE TO BE BOUND BY THE
DIRECT CONTRACT TERMS AND THE ARBITRATION AND CLASS ACTION WAIVER IN THE USER
AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE ARBITRATION AND CLASS
ACTION WAIVER, YOU MAY NOT ACCESS OR USE ANY DIRECT CONTRACTS SERVICES.
1. HOW IT WORKS
With the Direct Contracts Service, a Freelancer can create and send fixed-price
or hourly contract proposals to any eligible Client, or invite any eligible
Client to create a fixed-price or hourly contract proposal. If either Client or
Freelancer creates the contract proposal and the other party accepts the
proposal through the Direct Contracts service, the Client and Freelancer will
enter directly into a contract (the “Direct Contract”).
1.1 Fixed Price Direct Contracts
As described in the Fixed Price Direct Contract Escrow Instructions, once the
Direct Contract has been accepted, the Client will place the Direct Contract
project funds in escrow ("Direct Contract Funds”). When the work or a milestone
is completed, the Freelancer will request that the Client release the Direct
Contract Funds or portion of Direct Contract Funds for the milestone from
escrow. If the Client approves the work, Upwork Escrow will release the Direct
Contract Funds. Once the Direct Contract Funds are released from Escrow, the
Direct Contract will end.
1.2 Hourly Direct Contracts
As described in the Hourly Direct Contract Escrow Instructions, once the Direct
Contract has been accepted, the Client will fund a deposit equivalent to the
hourly rate multiplied by the weekly hourly limit agreed to between Freelancer
and Client (“Direct Contract Deposit”). Freelancer and Client agree and
authorize Upwork to hold the Direct Contract Deposit in escrow through the term
of the Hourly Direct Contract. Client agrees to separately fund payments to
Freelancer on a weekly basis based on Freelancer’s submission of weekly invoices
(“Direct Contract Weekly Funds”). If Client approves the submitted hours, Upwork
Escrow will release the Direct Contract Weekly Funds to Freelancer.
2. ELIGIBILITY
Any Freelancer that is eligible to use the Site is eligible to use the Direct
Contract Services, subject to the limitations on Client eligibility in this
Section 2. A Client is eligible to create or accept a Direct Contract only if
the Client does not and has not ever had an Account on Upwork (or its
predecessor oDesk). Clients do not need to register for an Account to accept a
Direct Contract.
3. FEES
3.1 Freelancer Fees
Solely with respect to fees charged on Direct Contracts, these Direct Contract
Terms explicitly supersede and replace Section 2 (Fees Charged to Freelancers),
Section 3 (Client Membership Fees), and Section 4 (Payment Processing Fees
Charged to Client) in the Fee and ACH Authorization Agreement. The Fee and ACH
Authorization Agreement otherwise remains in full force and effect, including,
without limitation, on any Service Contract if a Freelancer or Client, who uses
Direct Contracts, has a Service Contract (as defined in the User Agreement).
For any Direct Contract, the following fees apply: Freelancer pays a 3.4%
payment processing and administration fee (“Direct Contract Payment Fee”).
Freelancer authorizes and instructs Upwork to automatically charge and deduct
the Direct Contract Payment Fee from the Direct Contract Funds or Direct
Contract Hourly Funds.
3.2 Client Fees
Clients are generally charged a payment processing and administration fee on
each payment made on a Direct Contract at the rate clearly displayed on the Site
before entering into a Direct Contract ("Payment Fee"). If no fee is stated at
the time of entering into a Direct Contract, then no Payment Fee will be
charged. Clients also agree to Section 5 (Authorization for ACH Debits and
Credits) of the Fee and ACH Authorization Agreement with respect to the payment
or placement in escrow of any Payment Fee, Direct Contract Funds, or Direct
Contract Weekly Funds.
4. ESCROW SERVICES
Freelancer and Client acknowledge and agree the Fixed Price Direct Contract
Escrow Instructions apply to Fixed Price Direct Contracts. Freelancer and Client
further acknowledge and agree that the Hourly Direct Contract Escrow
Instructions apply to Hourly Direct Contracts.
5. ROLE OF UPWORK AND USER RESPONSIBILITIES
You understand and agree that Upwork is not a party to any Direct Contract, is
not involved in or responsible for any work performed by Freelancers, is not
involved in or responsible for any payment made under a Direct Contract, and has
no control over any Freelancer or Client. Upwork does not have any power or
authority to, and does not, determine any eligibility standards for any Direct
Contract, select or contract any Freelancer to provide services to a Client,
determine or control any term or condition of the Direct Contract or Project, or
cause any Freelancer or Client to accept any Direct Contract or perform any
Freelancer Services. Upwork Escrow provides escrow services, but does not
guarantee that Freelancer will be paid.
6. OTHER TERMS
Together with the Upwork User Agreement and other Terms of Service, these Direct
Contract Terms represent the entire agreement with Upwork and supersede all
prior agreements and understandings with respect to the matters covered. You
agree that you did not accept the Direct Contract Terms based on any
representations, whether written or oral, other than those contained herein. No
modification of or amendment to the Direct Contract Terms, nor any waiver of any
rights, will be effective unless in writing signed by you and Upwork.
Notwithstanding the foregoing, to the extent permitted by applicable law, Upwork
may amend the Direct Contract Terms with prior notice at any time. The posting
of the amended Direct Contract Terms on Upwork’s Site will constitute notice.
Your continued use of the Direct Contract Services after the effective date of a
revised version of the Direct Contract Terms or notice to you of updated Direct
Contract Terms constitutes your acceptance of its terms and agreement to be
bound by its terms. In the event of a conflict between these Direct Contract
Terms and the applicable escrow instructions, the applicable escrow instructions
shall govern; in the event of a conflict between these Direct Contract Terms and
any other agreement in the Terms of Service, these Direct Contract Terms shall
govern.










ANY HIRE TERMS


VERSION 1.4

EFFECTIVE SEPTEMBER 20, 2022

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SUMMARY OF CHANGES

Added Any Hire Fees for engagements through International and Domestic Payroll

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TABLE OF CONTENTS

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This Upwork Any Hire Terms (“Any Hire Terms”) defines the agreement between you
(the “Client” or the “Freelancer”, as applicable) and Upwork Global Inc.
(“Upwork”) regarding Any Hire services offered through the Site at
www.upwork.com/anyhire as described in these Any Hire Terms (“Any Hire
Services”), and are part of and incorporate by reference the Upwork User
Agreement and other Terms of Service (collectively, the “Agreement”). The Any
Hire Terms is in addition to and, except where explicitly stated, does not
supersede, replace, or limit other similar terms in the Terms of Service.
Capitalized terms not defined herein are defined in the User Agreement or
elsewhere in the Terms of Service.
In order to use Any Hire Services, you agree to be bound by the Any Hire
contract terms and the Dispute Process and Arbitration and Class Action Waiver
in the User Agreement. If you do not accept these terms, including the
arbitration and class action waiver, you may not use or access any Any Hire
Services.
1. ESCROW SERVICES
Client and Freelancer acknowledge and agree that the Any Hire Contract Escrow
Instructions apply to any engagements via the Any Hire Services (each such
engagement, an “Any Hire Contract”). Upwork Escrow provides escrow services, but
does not guarantee that Freelancer will be paid except and only to the extent
that all of the following are true: (a) Upwork has received funds from Client on
behalf of the Freelancer, (b) Client has directed such funds to be released to
Freelancer, and (c) any hold or security period has passed. Upwork otherwise
does not guarantee that Client is able to or will pay Freelancer. Client and
Freelancer acknowledge that these escrow services are intended for business use,
and agree to use these escrow services only for business purposes and not for
consumer, personal, family, or household purposes.
2. ROLE OF UPWORK
Client and Freelancer understand and agree that Upwork is not involved in or
responsible for any work performed by Freelancer(s), is not involved in or
responsible for any payment made under a Any Hire Contract except as provided in
Section 1 (Escrow Services), and has no control over any Freelancer or Client.
Upwork does not guarantee that Client or Freelancer will perform on the Any Hire
Contract. Upwork does not have any power or authority to, and does not,
determine any eligibility standards for any Any Hire Contract, select or
contract any Freelancer to provide services to Client, determine or control any
term or condition of the Any Hire Contract or Project, or cause any Freelancer
to accept any Any Hire Contract or perform any Freelancer Services. The Parties
agree that Client will select the freelancer, that the scope of work will be set
exclusively by agreement between Client and Freelancer, and that Client and
Freelancer will take up any issues with the work and/or its scope between each
other.
3. ANY HIRE COMPLIANCE SERVICES
3.1 WORKER CLASSIFICATION
Upwork will determine the appropriate worker classification (e.g., independent
contractor or employee) for each Engagement based on the information that Client
and Freelancer provide about the applicable Any Hire Contract. Determining the
proper classification for a Freelancer depends on many factors, including
information in Client’s control. Client and Freelancer agree to provide Upwork
with all information requested that is related to the Any Hire Contract and the
classification of a Freelancer in a timely, accurate, and complete manner and
notify Upwork immediately if any such information changes.
3.2 FREELANCER ENGAGEMENT
If Client accepts Upwork’s worker classification, Upwork will, based on its
worker classification, either: (i) engage the Freelancer as an independent
contractor for up to a six-month term, with Upwork Talent Group Inc. acting as
agent of record for Client for such purpose, or (ii) cause the Freelancer to be
hired as an employee through Upwork Payroll Services (as defined in the Upwork
Payroll Agreement). Upwork may delegate the engagement of Freelancers (and other
obligations regarding Freelancers under this Agreement) to one or more third
parties. Upwork and Staffing Provider reserve the right not to engage or hire a
Freelancer in their sole discretion. Upwork will cause each Freelancer
classified under Upwork’s classification services and engaged as an independent
contractor to execute an Independent Contractor Agreement. Upwork (through
Staffing Provider) will cause each Freelancer classified and hired as an
employee to execute an employment agreement containing confidentiality and
intellectual property assignment provisions consistent with this Agreement.
At the end of any six-month independent contractor agreement term, Client may
seek to re-enage the Freelancer via Any Hire, and the engagement and worker
classification process will begin again.
3.3 OPTION TO REJECT CLASSIFICATION SERVICES
A Client may choose to decline the worker classification services described in
Section 3.1. If Client does not accept Upwork’s worker classification, the
Client may engage the Freelancer as the Client so chooses, but Upwork shall not
be responsible for the classification of the worker or the engagement of the
worker. Client shall have sole responsibility of engaging the Freelancer
(including preparing any independent contractor agreement or using the Optional
Service Contract Terms). In addition, if Client declines the worker
classification services and still engages the Freelancer, Section 8.2 shall not
apply; Client shall have no right to indemnity or any other remedy against
Upwork, except as provided in the User Agreement Section 10, Section 11, and
Section 12, all three of which shall be deemed to control any conflict with
these Upwork Any Hire Terms.
3.4 LEGAL COMPLIANCE
Upwork, Staffing Provider, or any third party acting to engage a Freelancer, as
applicable, shall comply with applicable laws and regulations governing the
engagement and payment of Freelancers; except that Upwork or Employment Provider
shall not be liable for any non-compliance associated with any information
provided by Client.
3.5 OWNERSHIP OF FREELANCER WORK PRODUCT
Ownership of all Freelancer Work Product will be governed by the independent
contractor agreement or employee agreement with the Freelancer, as applicable,
both of which will contain a provision that requires a Freelancer to assign all
ownership rights in Freelancer Work Product to Client. Upwork will not own any
Freelancer Work Product. In the event that ownership rights in Freelancer Work
Product arising from an Any Hire Contract accrue to the benefit of Upwork,
Upwork hereby assigns such rights to Client.
4. CLIENT RESPONSIBILITIES
4.1 ANY HIRE CONTRACTS
Client further agrees to immediately inform Upwork of any complaint or request
made by Freelancer concerning any employment-related matter, such as a request
for a leave of absence or disability accommodation or a complaint about
harassment or discrimination. Client further acknowledges and agrees that Client
will not dispute and is responsible for payment for all hours worked on an
engagement that uses Upwork Payroll Services.
4.2 UPWORK PAYROLL AGREEMENTS
Client will inform Upwork 72 hours in advance, if possible, or as soon as
possible thereafter, of the termination of any Any Hire Contract that uses
Upwork Payroll Services. For hourly work performed by Freelancers classified as
employees, (i) Client will be deemed to have automatically approved all hours
worked at the time Client is invoiced for the work, including overtime and (ii)
Client authorizes and instructs Upwork to make payment to Freelancer for time
reflected on any weekly time sheet, including overtime payments. For Freelancers
engaged by Upwork or Staffing Provider as employees, Client agrees to comply
with all applicable laws (e.g., not requiring or encouraging any Freelancer to
work without recording time, not discouraging or prohibiting Freelancers from
taking any meal or rest periods authorized by law) and acknowledges and agrees
it is responsible to pay that overtime wages.
4.3 NONDISCRIMINATION; COMPLIANCE WITH LAWS
Client to comply with, and to require any person who may interact with
Freelancer on behalf of Client to comply with, Upwork’s Nondiscrimination
Statement, and with all applicable laws in connection with the engagement of
Freelancers, including without limitation, as applicable, worker safety laws,
nondiscrimination laws, accommodation and leave laws, and privacy laws.
4.4 FREELANCER ELIGIBILITY LIMITATIONS
Any Hire Contracts may only be offered to Freelancers that do not have a
pre-existing relationship with Upwork (e.g., a previously established Freelancer
Account). If a Freelancer has a pre-existing relationship with Upwork, the
Freelancer can be engaged through one of our other offerings, subject to the
fees and other terms and conditions of such offerings.
4.5 CLIENT ACKNOWLEDGEMENTS
Other than as stated in these Any Hire Terms, Client expressly acknowledges,
agrees, and understands that: (i) except for the agent of record services,
Upwork is not a party to the dealings between Client and Freelancer, including
the substantive terms of posts, the selection of a Freelancer, the decision to
contract with a Freelancer, and the performance or receipt of Freelancer
Services or provisioning of Freelancer Work Product; (ii) Upwork does not, in
any way, supervise, direct, or control the Freelancer or Freelancer Services;
(iii) Upwork makes no representations as to the quality, security, or legality
of any Freelancer Services or Freelancer Work Product, and Upwork disclaims any
and all liability relating thereto; (iv) Upwork does not set Freelancer’s work
hours, work schedules, or location of work; (vi) Upwork will not provide
Freelancer with training or any equipment, tools, labor, or materials needed to
complete their work; (vii) Upwork does not provide the premises at which the
Freelancer will perform the work; (viii) if there is a dispute between Client
and Freelancer, that dispute is solely between Client and the Freelancer and
Upwork will not be responsible or liable with respect to such dispute; (ix)
neither Upwork nor its Affiliates is an employer of or joint employer or
integrated or single enterprise with any Freelancer or Client; and (x) unless
otherwise agreed as part of the relevant Any Hire Contract, independent
contractor Freelancer(s) may hire employees or engage contractors or
subcontractors (at his or her sole expense) to assist with providing the
Freelancer Services. Upwork makes no representations about and does not
guarantee the truth or accuracy of Freelancer’s listings on the Site; the
ability of Freelancers to deliver the Freelancer Services; or that Client or
Freelancer can or will actually complete a transaction.
5. FREELANCER ACKNOWLEDGEMENTS
Other than as stated in these Any Hire Terms, Freelancer expressly acknowledges,
agrees, and understands that: (i) except for the agent of record services,
Upwork is not a party to the dealings between Client and Freelancer, including
the substantive terms of posts, the selection of a Freelancer, the decision to
contract with a Freelancer, and the performance or receipt of Freelancer
Services or provisioning of Freelancer Work Product; (ii) Upwork does not, in
any way, supervise, direct, or control the Freelancer or Freelancer Services;
(iii) Upwork makes no representations as to the quality, security, or legality
of any Freelancer Services or Freelancer Work Product, and Upwork disclaims any
and all liability relating thereto; (iv) Upwork does not set Freelancer’s work
hours, work schedules, or location of work; (vi) Upwork will not provide
Freelancer with training or any equipment, tools, labor, or materials needed to
complete their work; (vii) Upwork does not provide the premises at which the
Freelancer will perform the work; (viii) if there is a dispute between Client
and Freelancer, that dispute is solely between Client and the Freelancer and
Upwork will not be responsible or liable with respect to such dispute; (ix)
neither Upwork nor its Affiliates is an employer of or joint employer or
integrated or single enterprise with any Freelancer or Client; and (x) unless
otherwise agreed as part of the relevant Any Hire Contract, independent
contractor Freelancer(s) may hire employees or engage contractors or
subcontractors (at his or her sole expense) to assist with providing the
Freelancer Services. Upwork makes no representations about and does not
guarantee the truth or accuracy of Client’s listings on the Site; the ability of
Clients to pay for the Freelancer Services; or that Client or Freelancer can or
will actually complete a transaction.
6. FEES
6.1 CLIENT FEES
Client agrees to pay a flat fee per Any Hire Contract (“Any Hire Fee”) per
two-week billing period (“Billing Period”) or any portion of a Billing Period as
follows:
Freelancer engaged as an independent contractor: $49USD per month, billed each
two-week billing period at $22.62USD
Freelancer engaged through Upwork Payroll (International): $49USD per month,
billed each two-week billing period at $22.62USD
Freelancer engaged through Upwork Payroll (Domestic): $199USD per month, billed
each two-week period at $91.60USD
Client also acknowledges and agrees that Client is responsible for applicable
taxes and any Staffing Provider costs or applicable Payroll Services Fees (to be
communicated at the start of the Any Hire Contract), as well as any payment
processing fee. Information on Upwork’s Payroll offering and applicable fees can
be found in the Upwork Payroll Agreement. All fees are invoiced on the Monday
after the end of the Billing Period. Client acknowledges and understands that
payment is due in full the day the invoice is sent. Client agrees and authorizes
Upwork to charge Client’s Payment Method the full amount invoiced during a
Billing Period on the same day the invoice is issued.
6.2 FREELANCER FEES
Freelancers engaged on an Any Hire Contract are not charged Freelancer Service
Fees (see Sections 2.1, 2.2, and 2.3 of the Fee and ACH Agreement) for such Any
Hire Contract. However, Freelancers will pay any other applicable fees (see
Section 2.4 of the Fee and ACH Agreement). If such Freelancer enters into a
Service Contract other than an Any Hire Contract, such Service Contract will be
subject to Service Fees as applicable.
7. CLIENT AND FREELANCER AUTHORIZATION
Client and Freelancer represent and warrant that it has the authority to agree
to these Any Hire Terms on behalf of themselves and the business entity they
represent. Any actions performed by Upwork personnel on the Site at Client’s
direction, express or implied, will be considered to be actions by and at the
direction of Client.
8. INDEMNIFICATION FOR CLIENT
8.1 INTERACTION WITH OTHER TERMS OF SERVICE
These Any Hire Terms controls for any express conflicts between the User
Agreement or the Upwork Payroll Agreement and these Any Hire Terms concerning
indemnification obligations and limitation of liability of Upwork or Client with
respect to Any Hire Services only, except as provided in Section 3.3.
8.2 INDEMNIFICATION BY UPWORK
Upwork will indemnify, defend, and hold harmless Client and its directors,
officers, agents and employees from and against any and all losses, damages,
liabilities, judgments, or settlements awarded for Claims, up to a maximum of
$50,000USD per Freelancer engaged under an Any Hire Contract, to the extent
caused by: (i) Upwork’s misclassification of a Freelancer under the Fair Labor
Standards Act, the Internal Revenue Code, state wage and hour law or any other
law; (ii) the failure of Upwork or Employment Provider to make, when due, a
payment to a Freelancer related to these Any Hire Terms; (iii) Employment
Provider’s failure to comply with applicable wage and hour laws or regulations;
or (iv) Employment Provider’s violation of any law or regulation related to
workplace safety or conduct, including laws related to illegal discrimination or
harassment.
8.3 INDEMNIFICATION BY CLIENT
Client will indemnify, defend and hold harmless Upwork and its Affiliates and
their directors, officers, agents and employees from and against any and all
Claims, and/or any and all losses, costs, damages, liabilities, judgments, or
settlements awarded for such Claims to the extent arising out of, resulting from
or in connection with Client’s or any director, officer, agent, employee of
Client, or any other person with apparent or actual authority to act on behalf
of Client: (i) in excess of $50,000USD per Freelancer engaged under an Any Hire
Contract; (ii) violation of any law or regulation, including laws related to
illegal discrimination or harassment; (iii) misuse or unauthorized use of the
Site; (iv) content posted by or on behalf of Client or at Client’s direction;
(v) failure to comply with applicable wage and hour laws or regulations or any
such failure by Upwork or the Employment Provider based on inaccurate or
incomplete information provided by Client or which Client failed to update or
was caused by Client; (vi) direction, participation or involvement with the
Freelancer or Freelancer Services; or (vii) breach of Client’s obligations in
Section 5 (Client Responsibilities).
8.4 INDEMNIFICATION REQUIREMENTS
The indemnification obligations of each party (the “Indemnifying Party”) are
contingent upon the other party (the “Indemnified Party”) providing the
Indemnifying Party with: (i) prompt written notice of any Claim for which
indemnification may be sought under these Any Hire Terms; and (ii) proper and
full information and assistance, at the Indemnifying Party’s expense and
request, to settle or defend any such Claim. Each Indemnified Party will be
entitled to participate in, through its own counsel at its own cost and expense,
but not to determine or conduct, any defense or settlement of an indemnified
Claim.
9. NO INDEMNIFICATION FOR FREELANCER
For the avoidance of doubt, Freelancer shall have no right to indemnity or any
other remedy against Upwork, except as provided in the User Agreement Section
10, Section 11, and Section 12, all three of which shall be deemed to control
any conflict with these Upwork Any Hire Terms.
10. LIMITATION OF LIABILITY
THIS SECTION 10 (LIMITATION OF LIABILITY) ONLY APPLIES TO AN ANY HIRE CONTRACT
AND IS NOT CUMULATIVE TO ANY OTHER LIMITATION OF LIABILITY. IN NO EVENT WILL
EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL,
INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED
TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY
(INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK FROM CLIENT UNDER THIS
AGREEMENT, AND (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFICATION
OBLIGATIONS HEREIN. EXCEPT AS PROVIDED IN SECTION 8 WITH RESPECT TO CLIENTS, IN
NO EVENT WILL UPWORK BE LIABLE FOR AN AMOUNT GREATER THAN $50,000. CLIENT
ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON
THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. OTHER TERMS
This Agreement, including these Any Hire Terms along with the Upwork User
Agreement and other Terms of Service, represents the entire agreement with
Upwork and supersedes all prior agreements and understandings with respect to
Any Hire Services. To the extent of an express conflict between these Any Hire
Terms and the other Terms of Service, these Any Hire Terms shall govern any
matters involving Any Hire Services. Provisions of the User Agreement and other
Terms of Service that do not expressly conflict with any provision of the Any
Hire Terms or are being applied to any products or services other than the Any
Hire Services apply in full force and effect. Without voiding or affecting the
applicability of any other provision of the User Agreement to the Any Hire
Terms, Client specifically reiterates its agreement to comply with the DISPUTE
PROCESS AND ARBITRATION AND CLASS ACTION WAIVER contained in Upwork’s User
Agreement, and agrees that this provision applies with full force and effect to
the Any Hire Terms.
You agree that you did not accept the Any Hire Terms based on any
representations, whether written or oral, other than those contained in these
Any Hire Terms along with the Upwork User Agreement and other Terms of Service.
No modification of or amendment to the Any Hire Terms, nor any waiver of any
rights, will be effective unless in writing signed by you and Upwork.




ESCROW INSTRUCTIONS


VERSION 3.5

EFFECTIVE DECEMBER 10, 2021

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TABLE OF CONTENTS

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Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions


Fixed-Price Escrow Instructions


Fixed Price Direct Contract Escrow Instructions


Hourly Direct Contract Escrow Instructions


Any Hire Escrow Instructions


Upwork Escrow Inc.


HOURLY, BONUS, AND EXPENSE PAYMENT AGREEMENT WITH ESCROW INSTRUCTIONS


VERSION 3.3

EFFECTIVE SEPTEMBER 28, 2022

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TABLE OF CONTENTS

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If Client and Freelancer enter into an Hourly Contract, if Client makes a bonus
or expense payment to Freelancer, or if you use Upwork Payroll, this Hourly,
Bonus, and Expense Payment Agreement with Escrow Instructions (“Agreement”)
applies.
To the extent permitted by applicable law, we may modify this Agreement, and the
Escrow Instructions it contains, without prior notice to you, and any revisions
to the Agreement will take effect when posted on the Site unless otherwise
stated. Please check the Site often for updates.
This Agreement hereby incorporates by reference the Terms of Service.
Capitalized terms not defined in this Agreement are defined in the User
Agreement, elsewhere in the Terms of Service, or have the meanings given such
terms on the Site. The Escrow Instructions in this Agreement do not apply to
Fixed-Price Escrow Accounts, except that they govern the making and receiving of
bonus, expense and other miscellaneous payments for Fixed-Price 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 Hourly Contract or make a bonus payment, Client and
Freelancer are deemed to have executed this Agreement electronically, effective
on the date Freelancer clicks to accept an Hourly 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 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 this Agreement and the
Escrow Instructions it contains.
2. MAKING OR RECEIVING AN HOURLY PAYMENT
2.1 WEEKLY HOURLY INVOICES
For Hourly Contracts, the weekly billing cycle starts Monday at 00:00 midnight
UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded on Upwork in the
Work Diary are generated each Monday following the week in which the hours were
billed (the "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 in the Work
Diary before the Hourly Invoice Deadline (such invoice, the "Hourly Invoice");
and (ii) submit the Hourly Invoice on behalf of Freelancer to Freelancer's
Client for payment. For the avoidance of doubt, the “Work Diary” is the section
Upwork where hours can be recorded on an Hourly Contract.
By recording time in the Work Diary and allowing an Hourly Invoice to be created
based on the time recorded, Freelancer represents and warrants that (y)
Freelancer has completed the applicable Freelancer Services fully and
satisfactorily; and (z) the hours Freelancer reports are true, accurate, and
complete.

2.2 HOURLY INVOICE REVIEW
Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of
the Friday following submission of the Hourly Invoice. Payments will be held in
escrow during the Dispute Period (defined below), providing four additional days
to review and dispute the invoice before funds are released. During the Dispute
Period, Client may initiate a Dispute as to some or all of the time invoiced on
the Hourly Invoice.
On the Friday of the week following submission of the Hourly Invoice, Client
will be deemed to have approved all undisputed amounts on the Hourly Invoice,
and irrevocably instructed Upwork’s Affiliate, Upwork Escrow, to release escrow
funds as described in this Agreement.
Notwithstanding the foregoing, all hours recorded and submitted by Payroll
Employee on the Upwork website will be deemed approved by Client automatically,
and Client authorizes and irrevocably instructs Upwork Escrow to release
payments for those hours to be paid to the Staffing Provider by Client's account
each Monday following the week in which the hours were worked. Client may not
reject time or file a Dispute for Payroll Employee time worked.
3. 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 as described in this Agreement.
4. INSTRUCTIONS TO PAY IRREVOCABLE
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. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
In addition, Upwork Escrow is authorized to and will release applicable portions
of the Client Escrow Account (each portion, a “Release”) to the Freelancer
Escrow Account, 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. The amount of the Release will be delivered to the
Freelancer Escrow Account, in accordance with Freelancer’s and Client’s
instructions, as applicable, these Escrow Instructions, and the other Terms of
Service.
5.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the
following:
 1. Client and Freelancer have submitted joint written instructions for a
    Release.
 2. 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.
 3. Freelancer is a Payroll Employee and has submitted an Hourly Invoice under a
    Services Contract that involves the use of Upwork Payroll.
 4. 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.
 5. 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.
 6. 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.
 7. We believe, in our sole discretion, that fraud, an illegal act, or a
    violation of Upwork's Terms of Service has been committed or is being
    committed or attempted, in which case Client and Freelancer hereby
    irrevocably authorize and instruct Upwork Escrow to take such actions as we
    deem appropriate in our sole discretion and in accordance with applicable
    law, in order to prevent or remedy such acts, including without limitation
    to return the funds associated with such acts to their source of payment.

6. PAYMENT PROTECTION
Upwork provides limited payment protection to Users as detailed in this Section
6 ("Hourly Payment Protection").
6.1 FOR FREELANCERS
In the rare event that a Freelancer’s Client does not make payment for
legitimate services performed by a Freelancer, Upwork will provide Hourly
Payment Protection to the Freelancer as detailed in this Section 6.1 as a
membership benefit to foster fairness, reward loyalty, and encourage the
Freelancer to continue to use the Site Services for their business needs. Hourly
Payment Protection will be offered to a Freelancer only if all of the following
criteria are met in Upwork's sole discretion:
 1. Both Client and Freelancer must have agreed to use Work Diaries upon
    acceptance of the Hourly Contract, as part of the terms.
 2. 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.
 3. Freelancer's Account must be in good standing at the time of the payment at
    issue, including, for example, completion of the identify verification
    process, tax information, and any other similar requests or requirements.
    
 4. Freelancer must have used Work Diaries enabled to document any and all hours
    covered by the Hourly Payment Protection for Freelancers.
 5. 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.
 6. The screenshots documented by Work Diaries must be clearly related to the
    applicable Hourly Contract requirements or Client instructions.
 7. The number of hours billed in the Work Diaries must be within the hours
    authorized in the Hourly Contract for the week.
 8. 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.

Upwork will investigate and determine in its sole discretion whether the above
terms and conditions are met.

Hourly Payment Protection does not apply to: (a) hours invoiced for work not
agreed to or authorized by Client; (b) bonus payments; (c) refunds; (d) manual
time; (e) time added after Client has disputed a billing and before the
resolution of that dispute; (6) Fixed-Price Contracts; (f) hours reported by
Payroll Employees; (g) any payments on Hourly Contracts where the Hourly
Contract or the services provided thereunder are prohibited by the Terms of
Service; (h) hours billed by Freelancers whom Upwork believes, in its sole
discretion, to be aware of or complicit in another User’s violation of this
Agreement or the other Terms of Service; or (i) Freelancers whom Upwork
believes, in its sole discretion, to be involved in actual fraudulent activities
or abuse of this Payment Protection.
The maximum rate per hour protected by Upwork to Freelancer under the Hourly
Payment Protection for Freelancers is the lesser of: (i) the rate provided in
the Hourly Contract terms; (ii) the usual hourly rate billed by Freelancer on
the Site across all Clients; and (iii) the going rate for the same skills on the
Site in Freelancer's area (such determination to be made in Upwork's sole
discretion). The maximum amount of coverage under the Hourly Payment Protection
for Freelancers for the life of a relationship between the same Client and
Freelancer is $2,500 or 50 hours logged in Work Diary at Freelancer's average
hourly rate billed to Client, based on whichever is less.
6.2. FOR CLIENTS
Freelancer authorizes and instructs Upwork to adjust the Hourly Invoice to
remove invoiced hours that are not (a) clearly related to either the Hourly
Contract terms or work agreed to by the Client, and (b) within the hours
authorized in the Hourly Contract for the week, subject to and conditioned on
the following terms:
 * 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.

Upwork will investigate and determine in its sole discretion whether the above
terms and conditions are met.
Hourly Protection for Clients only protects Client from the obligation to pay
for Freelancer’s work if the documented hours worked are not clearly related to
the Hourly Contract requirements or Client instructions in the Work Diaries. If
Client has requested that the Freelancer use functionality of the Site or
third-party software that hides, blurs, or distorts images in the Work Diary,
the screenshots will be deemed to be “clearly related” to the Hourly Contract
requirements for purposes of the Client's eligibility for Hourly Payment
Protection. Hourly Payment Protection for Clients does not create any
warranties, express or implied, beyond those expressly stated in the User
Agreement.
Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2)
Hourly Contracts using Upwork Payroll; or (3) hours billed by Freelancers who
are aware of or complicit in another User's violation of this Agreement or the
Terms of Service.
7. DISPUTES BETWEEN CLIENT AND FREELANCER
7.1 DISPUTES INITIATED VIA THE PLATFORM

For Hourly Contracts, Client may dispute Freelancer’s hours invoiced on the
Hourly Invoice for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday
11:59 p.m. UTC) during the five days following the close of the weekly invoice
period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute
Period“). It is Client’s responsibility to review the Hourly Invoice of every
Hourly Contract on a weekly basis and to file any disputes during the Dispute
Period. Once the Dispute Period expires, Client will be deemed to have accepted
the Freelancer Services and Freelancer Fees and can no longer dispute them.
Disputes handled by Upwork can only address the hours billed, not the quality of
the Freelancer Services or the Work Product provided under Hourly Contracts. If
Client disputes Freelancer’s hours invoiced in the Hourly Invoice under an
Hourly Contract during the Dispute Period, Client and Freelancer are encouraged
to resolve the dispute between themselves. If Client and Freelancer fail to come
to a resolution, Upwork will promptly investigate the Hourly Invoice and
determine, in our sole discretion, whether an adjustment is appropriate
consistent with Client’s and Freelancer’s instructions in these Escrow
Instructions. Upwork's determination of such dispute shall be final.

If Client’s payment is unsuccessful, Upwork will review the Weekly Invoice to
determine if it qualifies for Hourly Payment Protection. If Upwork, in its sole
discretion, determines that the Weekly Invoice qualifies for Hourly Payment
Protection, it will make payment to the Freelancer to cover the Hourly Invoice
on behalf of the Client. In the event that Upwork makes payment on behalf of the
Client, Freelancer hereby irrevocably assigns any right, title or interest in
any payment from Client to Upwork for the amount paid by Upwork.

Client may choose to approve Freelancer’s Weekly Invoice prior to the end of the
Dispute Period thereby releasing payment for the Weekly Invoice. If Client
releases payment to Freelancer prior to the end of the Dispute Period, Client
certifies that it approves the Weekly Invoice, accepts the work, and waives any
further right to dispute the work or Weekly Invoice through Upwork's Dispute
Assistance (defined below).
You acknowledge and agree that Upwork Escrow or its Affiliates may, at its sole
discretion, withhold or delay payment in the event of dispute between a Client
and a Freelancer. You further acknowledge and agree that Upwork and Affiliates
are not and will not be a party to any dispute between a Client and Freelancer
over an Hourly Invoice or Hourly Contract.

Clients may not dispute hours worked with respect to any worker engaged as an
employee through Upwork Payroll. The Dispute Period does not apply and payments
are released immediately upon completion of the Hourly Invoice for the prior
week for Hourly Contracts where the Client has one or more Service Contracts
using Upwork Payroll.
7.2 UPWORK DISPUTE ASSISTANCE
Non-binding dispute assistance (“Dispute Assistance”) is available within 30
days of the date of the last release of funds from Client to Freelancer. If
Client or Freelancer contacts Upwork via support ticket within 30 days of the
date of the last payment from Client to Freelancer and requests non-binding
dispute assistance for any dispute among them (a “Dispute”), Upwork will attempt
to assist Client and Freelancer by reviewing the Dispute and proposing a mutual,
non-binding resolution. Upwork will only review the 30 days of work performed
prior to the date a User requests Dispute Assistance.
 * The Upwork Disputes team will notify Client and Freelancer via ticket by
   providing a notice of dispute along with a request for information and
   supporting documentation.
 * If both Client and Freelancer respond to the notice and request for
   information, then the Disputes team will review the documentation submitted
   and any information available on the Site that pertains to the Dispute. After
   review, the Disputes team will propose a mutual, non-binding resolution based
   on the results of the review.
 * The proposed resolution is non-binding; Client and Freelancer can choose
   whether or not to agree to it. If Client and Freelancer agree in writing to
   the proposed resolution, Client and Freelancer agree that Upwork Escrow is
   authorized and irrevocably instructed to immediately release Escrow funds in
   accordance with the proposed resolution.
 * If Client or Freelancer rejects Upwork’s proposed, non-binding resolution
   then Client and/or Freelancer must pursue the Dispute independently.
 * Upwork reserves the right to review the Freelancer’s work for 30 days prior
   to the date of the request for Dispute Assistance for compliance with Hourly
   Payment Protection requirements, and in its sole discretion, to make
   adjustments to invoices, and to direct Upwork Escrow to make appropriate
   releases to Client if it finds work that clearly does not relate Hourly
   Contract requirements or Client instructions in the Work Diaries or
   violations of the Terms of Service during its review of the work.

Dispute Assistance does not apply to Freelancer Services using Upwork Payroll.
8. REFUNDS AND CANCELLATIONS
Client and Freelancer are encouraged to come to a mutual agreement if refunds or
cancellations are necessary. If there are no funds in escrow, Freelancer may
issue a refund via the Upwork platform up to the full amount paid on the Hourly
Contract.
9. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
All Escrow funds released under Section 7.2 of these Escrow Instructions are
subject to the normal Service Fees associated with Escrow Accounts, as detailed
in the User Agreement and these Escrow Instructions.
10. 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 registered email address and for responding to
notices sent by Upwork to the User’s registered email address.
11. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM
All claims, disputes or other disagreements between you and another User that
are covered by the Dispute Assistance program must be resolved in accordance
with the terms in the Dispute Assistance program. All claims filed or brought
contrary to the Dispute Assistance program will be considered improperly filed,
unless otherwise required by law, and Upwork will have the right to take any
other action, including suspension or termination of your User Account, as
defined in Section 1.4 of the User Agreement, which may impact your ability to
withdraw funds, and any other legal action as Upwork deems appropriate in its
sole discretion.
12. ABUSE
Upwork, in its sole discretion, reserves the right to suspend or terminate your
User Account, as defined in Section 1.4 of the User Agreement, immediately upon
giving notice to you if Upwork believes you may be abusing the Dispute
Assistance program or as otherwise permitted by the Terms of Service, which may
impact your ability to withdraw funds. However, any disputes for any contracts
that existed prior to termination will be subject to the Terms of Service.
13. 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. 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.




FIXED PRICE SERVICE CONTRACT ESCROW INSTRUCTIONS


VERSION 3.6

EFFECTIVE AUGUST 11, 2022

Download

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TABLE OF CONTENTS

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*Upwork is committed to helping users experiencing hardships as a result of
COVID-19. To that end, Upwork may extend or accommodate requests for extension
of deadlines imposed by Section 6 of these Fixed-Price Escrow Instructions and
related to disputes subject to the Dispute Assistance Program.*
If a Client and a Freelancer (defined below) enter into a Fixed-Price Contract
on the Upwork site, these Fixed Price Service Contract Escrow Instructions
(“Escrow Instructions”) apply. These Escrow Instructions govern Fixed-Price
Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive
a miscellaneous or bonus payment, those activities are governed by the Hourly,
Bonus, and Expense Payment Agreement with Escrow Instructions. Fixed Price
Direct Contracts are not governed by these Escrow Instructions and are instead
governed by these Fixed Price Direct Contract 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.
The version of these Escrow Instructions in effect on the date any Fixed-Price
Contract is entered into apply to that contract. 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 or elsewhere in the Terms of Service, or have
the meanings given such terms on the Site. For purposes of these Escrow
Instructions, the term “Freelancer” means a User with a Freelancer and/or Agency
account.
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 AND COMMUNICATIONS
By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price
Contract, Client and Freelancer are deemed to have executed these Escrow
Instructions electronically, effective on the date Freelancer clicks to accept
the engagement, 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. All references to the Escrow in these
Escrow Instructions will include the initial Funding Approval and any additional
Funding Approval for a Fixed-Price Contract.
Client and Freelancer agree that any written communications required herein may
be provided electronically, including by email or support ticket, if applicable.
Any communication sent to Upwork via U.S. mail or similar service will be deemed
timely if received by Upwork by the applicable deadline.
2. ACCEPTANCE OF ESCROW INSTRUCTIONS
Once a Client and Freelancer have agreed to a Service Contract, and the Client
and Freelancer have selected “Agree” on the send offer, accept offer, or pages
relating to the Service Contract to accept the Terms of Service (including these
Escrow Instructions), these Escrow Instructions constitute a binding agreement
between Client, Freelancer, and Upwork Escrow (collectively, the “Parties”).
Client and Freelancer must execute (by digital signature or by a method mutually
agreed upon by both parties), and Upwork Escrow must agree to, any supplemental
instruction or addition, deletion or alteration thereto in writing (collectively
the “Supplemental Escrow Instruction”). Upwork Escrow reserves the right to
reject any Supplemental Escrow Instruction.
3. DEPOSIT OF FUNDS INTO ESCROW
By sending a contract offer to Freelancer or accepting a contract offer from
Freelancer, Client agrees to deposit funds for the amount of the first Milestone
(as defined on the Site), or, if there are no Milestones, the full amount of the
Service Contract. Additional Milestones may be funded on the same contract by
Client by selecting the button to add an additional Milestone or to activate the
next Milestone on the Site. Funds deposited by Client remain in the Client
Escrow Account until they are released to the Freelancer Escrow Account or
released to Client Escrow Account. Upwork Escrow will release funds held in
escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery
of Amounts in Escrow).
4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Freelancer irrevocably authorize and instruct Upwork Escrow to
release applicable portions of the Fixed-Price Escrow Account (each portion, a
“Release”) to the Freelancer Escrow Account or Client Escrow Account, as
applicable, based on the instructions described in this Section 4 (each such
instruction, a “Release Condition”), or as otherwise required by applicable law
or expressly permitted by the Terms of Service. The amount of each Release will
be delivered to the applicable Escrow Account in accordance with Freelancer’s or
Client’s instructions, these Escrow Instructions, and the other Terms of
Service. All funds released pursuant to these Escrow Instructions are subject to
applicable fees as described in the Fee and ACH Authorization Agreement.
4.1 RELEASE OF FUNDS TO FREELANCER
Freelancer and Client authorize and instruct Upwork Escrow to immediately
release funds to the Freelancer Escrow Account on the occurrence of any of the
following Release Conditions, such authorization and instruction to be
irrevocable except as expressly provided in these Escrow Instructions:
 1. Client affirmatively selects the option to release funds for a Milestone or
    Service Contract to Freelancer.
 2. Client does not take any action for 14 calendar days from the date of
    Freelancer’s Release request, in which case Freelancer and Client agree that
    Upwork Escrow is authorized and instructed to immediately release to
    Freelancer the amount associated with the applicable Milestone in connection
    with such Release request.
 3. Client and Freelancer have jointly submitted Supplemental Escrow
    Instructions in writing and signed by both Client and Freelancer to Upwork
    Escrow at legalnotices@upwork.com requesting a Release to Freelancer Escrow
    Account, and Upwork Escrow has agreed to the Supplemental Escrow
    Instructions.
 4. Client has declined Arbitration or failed to make its Arbitration Payment
    (defined below) pursuant to the Dispute Assistance Program, and Freelancer
    has agreed to Arbitration and submitted its Arbitration Payment.
 5. Client has failed timely to respond to a Notice of Dispute (defined below)
    or otherwise failed to comply with the Dispute Assistance Program, as
    required by the Escrow Disputes Team.
 6. Submittal of a final award of an arbitrator appointed pursuant to the
    Dispute Assistance Program in favor of Freelancer or to the extent the award
    is in favor of Freelancer.
 7. Issuance of an order by a court, arbitrator, or other judicial body of
    apparent competent jurisdiction in favor of Freelancer, in whole or in part,
    to the extent required by the order.
 8. A condition to release funds to Freelancer described elsewhere in these
    Escrow Instructions applies.
    

4.2 RELEASE OF FUNDS TO CLIENT
Freelancer and Client authorize and instruct Upwork Escrow to immediately
release funds to the Client Escrow Account on the occurrence of any of the
following Release Conditions, such authorization and instruction to be
irrevocable except as expressly provided in these Escrow Instructions:
 1. 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.
 2. Client and Freelancer have jointly submitted Supplemental Escrow
    Instructions in writing and signed by both Client and Freelancer to Upwork
    Escrow at legalnotices@upwork.com requesting a Release to the Client Escrow
    Account, and Upwork Escrow has agreed to the Supplemental Escrow
    Instructions.
 3. Client and Freelancer agree to close the Service Contract without release of
    funds to the Freelancer Escrow Account.
 4. Freelancer has declined Arbitration or failed to make its Arbitration
    Payment pursuant to the Dispute Assistance Program.
 5. Freelancer has failed to timely respond to a request for a refund submitted
    through the platform, Notice of Dispute, or otherwise failed to comply with
    the Dispute Assistance Program, as required by the Escrow Disputes Team.
 6. 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.
 7. 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.
 8. A condition to release funds to Client described elsewhere in these Escrow
    Instructions applies.
 9. For Service Contracts entered through Project Catalog, Client has failed to
    respond to a request for project requirements within 48 hours, at which
    point any funds in escrow will be released to Client and the contract will
    be closed.
    

4.3 DORMANT ENGAGEMENTS
To be fair to Clients and Freelancers, Upwork has a procedure for Fixed-Price
Contracts that appear to be Dormant Engagements (as defined below). For purposes
of determining dormant status, “activity” means a change to the Service
Contract, including Milestone updates or requests, Fixed-Price Escrow Funding,
Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests,
Release requests, requests to close the Fixed-Price Contract, or actions under
the Dispute Assistance Program.
A “Dormant Engagement” is a Fixed-Price Contract that has a Fixed-Price Escrow
Account with a balance but has had no activity for 90 consecutive calendar days
after the last Milestone date contained in the Service Contract terms (“Dormant
Date”). Dormant Engagements are subject to the following rules:
 1. Upwork will notify Client when the Fixed-Price Contract becomes Dormant.
 2. If the Client does not take any action within 7 calendar days after the
    Dormant Date and notification, Upwork will notify Freelancer that the
    Fixed-Price Contract is Dormant (“Freelancer Notice of Dormant Engagement”).
 3. If Freelancer submits a Release request within 7 calendar days after the
    Freelancer Notice of Dormant Engagement and Client does not take any action
    for 14 calendar days from the date of the Release request, Freelancer and
    Client authorize and irrevocably instruct Upwork Escrow to immediately
    release to Freelancer the amount related to the Milestone with the Release
    request.
 4. If neither Freelancer nor Client take any action for 7 calendar days after
    the Freelancer Notice of Dormant Engagement, Freelancer and Client authorize
    and irrevocably instruct Upwork Escrow to immediately release escrow funds
    to the Client Escrow Account.
    

4.4 REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or
cancellations are necessary. If there are no funds in Escrow, Client and
Freelancer have the ability to cancel the Service Contract by clicking to close
the Service Contract. If funds are held in Escrow, refunds and cancellations
must be initiated by Client or Freelancer by following the steps in this
Section.
4.4.1 REFUNDS AND CANCELLATIONS BY FREELANCER
If Freelancer wants to cancel a Service Contract with funds held in Escrow,
Freelancer must select “End Contract” on the Upwork platform. When Freelancer
ends the Service Contract on the Upwork platform, Freelancer and Client agree
that Upwork Escrow is authorized and irrevocably instructed to immediately
release to the Client Escrow Account all funds held in Escrow on the Service
Contract at that time.
Freelancer may issue a refund to Client up to the amount paid on a Service
Contract in the past 180 days by selecting “Give a Refund” on the Upwork
platform. Freelancer may not issue a refund in an amount greater than the
combined amount of funds held in Freelancer Escrow Account, funds for
transactions pending to be placed in the Freelancer Escrow Account, and funds
for submitted Milestones. By selecting the option to give a refund, Freelancer
agrees that Upwork Escrow is authorized and irrevocably instructed to
immediately release to the Client Escrow Account all Escrow funds currently held
in the Freelancer Escrow Account and such funds as may be placed into the
Freelancer Escrow Account once the funds are available, until the entire refund
is provided to Client.
4.4.2 CANCELLATIONS BY CLIENT
If Client wants to cancel a Service Contract with funds held in Escrow, Client
must select “End Contract” on the Upwork platform. Freelancer must select the
option to either approve or dispute Client’s cancellation within 7 calendar
days. If Freelancer approves the cancellation, Freelancer and Client agree that
Upwork Escrow is authorized and irrevocably instructed to immediately release to
the Client Escrow Account all funds held in Escrow on the Service Contract at
that time. If Freelancer is using the Site on a mobile device and does not have
the ability to select the option to approve or dispute the cancellation on the
mobile website or application, Freelancer must dispute Client’s cancellation via
support ticket within 7 calendar days. If Freelancer takes no action within 7
calendar days from the date notification of the cancellation is sent to
Freelancer by Upwork, Freelancer and Client agree that Upwork Escrow is
authorized and irrevocably instructed to immediately release to the Client
Escrow Account all funds held in Escrow on the Service Contract at that time. If
Freelancer disputes the cancellation, Freelancer and Client will be offered
Upwork Dispute Assistance (as described in Section 6).
4.5 VIOLATION OF UPWORK TERMS OF SERVICE OR LAW
Freelancer and Client acknowledge and agree that if, in Upwork Escrow’s sole
discretion, Upwork Escrow believes that fraud, illegal activity, or a violation
of the Terms of Service has been committed or is being committed or attempted,
then Client and Freelancer irrevocably authorize and instruct Upwork Escrow to
take such actions as deemed appropriate, in Upwork Escrow’s 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, as further described in Section 6.3 of the User
Agreement. This Section 4.5 allows Upwork Escrow—as permitted by law but
otherwise in its sole discretion—to return funds to Client’s Payment Method,
continue to hold funds in Escrow, release funds to the Freelancer Escrow
Account, or to turn funds over to third parties such as law enforcement.
5. INSTRUCTIONS IRREVOCABLE
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,
except as explicitly provided in these Escrow Instructions. Without limiting the
foregoing, Client’s instruction to Upwork Escrow and its wholly owned
subsidiaries to release payment to Freelancer is irrevocable. Such instruction
is Client’s authorization to transfer funds to the Freelancer Escrow Account
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 release
payment to the Freelancer Escrow Account, Upwork Escrow will transfer funds to
the Freelancer Escrow Account 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 the services described in these Escrow
Instructions and the Terms of Service, Client agrees that once Upwork Escrow or
its subsidiaries or Affiliates have charged Client’s Payment Method, the charge
is non-refundable. Client and Freelancer further agree that the only manner in
which an instruction to Upwork Escrow is revocable is if 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 that Upwork Escrow take specific action with respect to the funds in
its possession, and Upwork Escrow has agreed to the Supplemental Escrow
Instructions.
6. DISPUTE ASSISTANCE PROGRAM
If Client and Freelancer fail to come to a mutual resolution by way of the
Refund and Cancellation process as stated in Section 4.4, Upwork provides the
dispute assistance program administered by Upwork and described in this Section
6 (the “Dispute Assistance Program”) as a mechanism to resolve the dispute. If
the funds in dispute are held in Escrow, the Dispute Assistance Program will
proceed as described in Section 6.1. If the funds in dispute have been released,
the Dispute Assistance Program will proceed as described in Section 6.2. The
Dispute Assistance Program is not available for disputes filed or initiated past
the Dispute Assistance deadlines, as set forth in Sections 6.1 and 6.2, as
applicable. The Dispute Assistance Program is offered as a form of non-binding
assistance to facilitate communication and potential resolution of disputes
between clients and freelancers. The Dispute Assistance Program as administered
by Upwork in this Section 6 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. Fixed-Price Contracts with Enterprise
Clients or Upwork Business Clients (defined in the Fee and ACH Authorization
Agreement) are not subject to Sections 6 and 7, regarding Upwork’s Dispute
Assistance Program and Arbitration, respectively.
6.1 DISPUTE OF FUNDS IN ESCROW
This Section applies to disputes filed by Clients or Freelancers over funds that
are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). The
scope of the Escrow Dispute may cover the entirety of the Fixed-Price Contract
and all Milestones previously funded, approved, and released. In the event of an
Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute
Assistance Program or Arbitration, as applicable, is being administered. The
Dispute Assistance Program for an Escrow Dispute will be administered as set
forth below:
 1. Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before
    the funds in Escrow have been released in order to be eligible for the
    Dispute Assistance Program under this Section. Disputes over funds that have
    been released from Escrow may be eligible for the Dispute Assistance
    Program, as described more fully below in Section 6.2.
 2. Filing A Dispute

 1. 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.
 2. 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.

 3. 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”).
 4. 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.
 5. 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.
 6. 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.
 7. 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.
    

6.2 DISPUTE OF FUNDS RELEASED
This Section applies to disputes filed by Clients or Freelancers over funds that
have been released from Escrow as of the date the dispute is filed (“Dispute
Mediation”). The scope of the Dispute Mediation may cover any portion of or the
entirety of the Fixed Price Contract and any Milestone previously funded,
approved, and released. The Dispute Assistance Program for Dispute Mediation
will be administered as set forth below:
 1. Dispute Mediation Deadline: Dispute Mediation must be initiated within 30
    calendar days of the date that funds in Escrow have been released to the
    Freelancer in order to be eligible for the Dispute Assistance Program under
    this Section 6.2. Any dispute over funds that have been released from Escrow
    more than 30 days prior to the date the dispute is filed is no longer
    eligible for submission to the Dispute Assistance Program.
 2. Initiating Dispute Mediation:

 1. Requesting a Refund: Clients may initiate Dispute Mediation for disputes
    over funds that have been released from Escrow by requesting a refund on the
    platform. If the Freelancer rejects the request for a refund, grants a
    partial refund that is subsequently rejected by the Client, or takes no
    action, the dispute will be referred to the Dispute Assistance Program. More
    information on how to file a dispute on active or ended contracts can be
    found here.
 2. Contacting Support: In addition to the above method, any User may contact
    Upwork Support for assistance initiating Dispute Mediation.

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

7. ARBITRATION
After a “Notice of Non-Resolution” is issued from the Upwork Dispute Assistance
Program, Freelancer and Client each has the right to demand Arbitration of a
Fixed-Price Contract if the Fixed-Price Escrow associated with the Fixed-Price
Contract has been funded at least once. The demand for Arbitration must be
communicated to the Escrow Disputes Team or Dispute Mediation Team, as
applicable, within 7 calendar days of the date of the Notice of Non-Resolution.
In any Arbitration, each of you and the other User is a “Dispute Party,” and
collectively you are the “Dispute Parties.”
Any Arbitration under this Section 7 will be conducted by a neutral third-party
Arbitration service, the American Arbitration Association (the “AAA”), unless
Upwork chooses another Arbitration service. The Arbitration rules and fees are
set out in Appendix A to these Escrow Instructions.
7.1 ARBITRATION INITIATION PROCEDURE
 1. Notice of Arbitration Demand: Client and Freelancer have 7 calendar days
    after receiving the Notice of Non-Resolution to notify Upwork via a dispute
    ticket of their intent to initiate Arbitration. 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.
 2. Upwork Escrow Disputes:

 1. Rejection of Arbitration or non-participation by both parties: If both
    Dispute Parties decline to take the matter to Arbitration or do not make the
    Arbitration Payment within 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.
 2. Rejection of Arbitration or non-participation by one party: If one party
    elects to take the matter to Arbitration and has submitted the Arbitration
    Payment (“Participating Party”), and the other party rejects Arbitration,
    fails to submit the Arbitration Payment or does not respond within 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.

 3. Upwork Dispute Mediation

 1. Rejection of Arbitration or non-participation by both parties: If both
    Dispute Parties decline to take the matter to Arbitration or do not respond
    to Upwork’s Notice of 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.
 2. Rejection of Arbitration or non-participation by one party: If one party
    elects to take the matter to Arbitration and has submitted the Arbitration
    Payment, and the other party rejects Arbitration, fails to submit the
    Arbitration Payment or does not respond within 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.

 4. 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.

7.2 AUTHORIZATION TO COLLECT ARBITRATION FEES
When you electronically authorize payment of the invoice for the Arbitration
Payment as emailed to you by Upwork, you irrevocably authorize and instruct (i)
Upwork Escrow or its Affiliates, as your agent, to charge your Payment Method
for the amount of the payment for credit to your Escrow Account; and (ii) Upwork
Escrow, as escrow agent, to immediately release that amount from your Escrow
Account and pay it to Upwork. If Upwork Escrow or its Affiliates cannot collect
sufficient funds to fulfill the Escrow release instructions for any reason,
Upwork Escrow has no obligation with respect to making the payment to Upwork on
your behalf, and you will be considered as not having paid the Arbitration
Payment as required by this Section 7.2.
7.3 LIMITATIONS PERIOD FOR ARBITRATIONS
If both Client and Freelancer fail to demand Arbitration within 7 calendar days
of the Notice of Non-Resolution, fail to timely submit the Arbitration Payments,
or fail to respond to the Notice of Arbitration Demand within 5 calendar days,
then the dispute is no longer eligible for Arbitration under this process, and
Client and Freelancer will be deemed to have irrevocably authorized and
instructed Upwork Escrow to, and Upwork Escrow will, release all funds in the
Fixed-Price Escrow Account to the Client’s Escrow Account.
7.4 ARBITRATION AWARD
Client and Freelancer agree that the arbitrator is authorized to decide the
Escrow Dispute or Dispute Mediation within its discretion. You agree that the
arbitrator’s award is final, that it may be entered in and enforced by any court
of competent jurisdiction, and that if the arbitrator delivers notice of any
award to Upwork, then Upwork and Upwork Escrow have the right to treat such
notice as conclusive and act in reliance thereon.
8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
All Escrow funds released under the Dispute Assistance Program are subject to
the normal Service Fees associated with Escrow Accounts, as detailed in the User
Agreement and these Escrow Instructions.
9. 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 registered email address and for responding to
notices sent by Upwork to the User’s registered email address.
10. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM
All claims, disputes or other disagreements between you and another User that
are covered by the Dispute Assistance Program must be resolved in accordance
with the terms in the Dispute Assistance Program. All claims filed or brought
contrary to the Dispute Assistance Program will be considered improperly filed,
unless otherwise required by law, and Upwork will have the right to take any
other action, including suspension or termination of your User Account, as
defined in Section 1.4 of the User Agreement, which may impact your ability to
withdraw funds, and any other legal action as Upwork deems appropriate in its
sole discretion.
11. ABUSE
Upwork, in its sole discretion, reserves the right to suspend or terminate your
User Account, as defined in Section 1.4 of the User Agreement, immediately upon
giving notice to you if Upwork believes you may be abusing the Dispute
Assistance Program or as otherwise permitted by the Terms of Service, which may
impact your ability to withdraw funds. However, any disputes for any Fixed-Price
Contracts that existed prior to termination will be subject to the Terms of
Service.
12. 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. 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.
APPENDIX A

RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE AMERICAN ARBITRATION
ASSOCIATION
This Appendix A summarizes certain pertinent contractual terms that the American
Arbitration Association (the "AAA") has agreed to in providing arbitration
services to Clients and Freelancers who choose the AAA as their arbitrator under
the Fixed-Price Escrow Instructions. The AAA is solely a third-party arbitration
service provider. Upwork and its Affiliates have no direct or indirect
affiliate, partnership, joint venture, ownership or control relationship with or
interest in the AAA. Upwork and its Affiliates assume no responsibility or
liability for the services of the AAA.
Appointment of the Arbitrator
All Arbitrations by the AAA are conducted by a single arbitrator.
The AAA will provide the parties the opportunity to participate in arbitrator
selection through a strike-and-rank process of pre-qualified arbitrators.
 1. 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.
 2. 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.
 3. 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.
 4. 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.

RULES OF THE PROCEEDINGS
 1.  The amount at issue in any claims or counterclaims relating to a
     Fixed-Price Contract will be limited to the sum still held in Escrow and
     the sum previously released from Escrow for the Fixed-Price Contract.
 2.  The 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.
 3.  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.
 4.  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.
 5.  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.
 6.  The language of the Arbitration will be English.
 7.  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.
 8.  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.
 9.  Communications by either party to the arbitrator will be shared with all
     parties.
 10. All awards will be final, non-appealable and enforceable by any court of
     competent jurisdiction.
 11. 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.
     

The Award
The AAA will provide Upwork and the parties with a written award promptly upon
the conclusion of the Arbitration, and in no event later than 14 calendar days
after conclusion of the Arbitration. At the arbitrator’s sole discretion, the
arbitrator may provide, but is not required to provide, written reasons for the
Award to the parties.
Fees

The fee for Arbitrations by the AAA is $875, regardless of the amount at issue.
Each of the Dispute Parties and Upwork will share the cost equally ($291 each).
Client and Freelancer will solely bear and pay any other costs each incurs
related to the Arbitration.


FIXED PRICE DIRECT CONTRACT ESCROW INSTRUCTIONS


VERSION 2.1

EFFECTIVE JULY 28, 2021

Download

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TABLE OF CONTENTS

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If a Client and a Freelancer enter into a Fixed Price Direct Contract, these
Fixed Price Direct Contract Escrow Instructions (“Escrow Instructions”) apply.
These Escrow Instructions govern Escrow Accounts for Fixed Price Direct
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 do not
apply to Fixed-Price Contracts or Hourly 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 a Direct Contract, Client and Freelancer are deemed to
have executed these Escrow Instructions electronically, effective on the date
Client clicks to accept the Direct 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. FUNDING ESCROW
By accepting a Direct Contract, Client agrees to deposit funds for the amount of
the first milestone (as defined on the Site) or the full amount of the Direct
Contract if there is only one milestone. Additional milestones, if any, may be
funded on the same contract by the Client by selecting the button to add an
additional milestone or to activate the next milestone. Funds deposited by
Clients remain in the Client 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.

3. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Freelancer irrevocably authorize and instruct Upwork Escrow to
release applicable portions of the Direct 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:
 1. Client clicks to release funds to Freelancer.
 2. 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.
 3. 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.
    
 4. Freelancer cancels the contract before a payment has been released to
    Freelancer, in which case the funds are to be returned to the Client.
 5. 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.
 6. 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.
 7. 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. DORMANT ENGAGEMENTS
To be fair to Clients and Freelancers, Upwork has a procedure for Direct
Contracts that appear Dormant (as defined below). For purposes of determining
Dormant status, “activity” means business term or milestone updates or requests,
Direct Contract Escrow Funding, Release requests, or requests to close the
Contract.
A "Dormant Engagement" is a Direct Contract that has either not been signed
within 7 calendar days of sending or that has a Direct Contract Escrow Account
with a balance but has had no activity for 90 consecutive days after the last
milestone date contained in the business terms. Dormant Engagements will be
closed subject to the following rules:
 1. Direct Contracts that remain unsigned by at least one party after 7 days
    will be considered dormant and expire.
 2. 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”).
 3. 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.
    
 4. 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.
 5. All funds released to Freelancer under this Section, Dormant Engagements,
    will be subject to the applicable Fees as described in the Direct Contract
    Terms.

6. REFUNDS AND CANCELLATIONS
Client and Freelancer are encouraged to come to a mutual agreement if refunds or
cancellations are necessary. In the event that Client and Freelancer are unable
to come to an agreement on their own, the following process will apply.
DISPUTE ASSISTANCE PROGRAM
If Client and Freelancer fail to come to a mutual resolution by way of the
Refund and Cancellation process, Upwork provides the dispute assistance program
administered by Upwork and described in this Section 6 (the “Dispute Assistance
Program”) as a mechanism to resolve the dispute. If the funds in dispute are
held in Escrow, the Dispute Assistance Program will proceed as described in
Section 6.1. If the funds in dispute have been released, the Dispute Assistance
Program will proceed as described in Section 6.2. The Dispute Assistance Program
is not available for disputes filed or initiated past the Dispute Assistance
deadlines, as set forth in Sections 6.1 and 6.2, as applicable. The Dispute
Assistance Program is offered as a form of non-binding assistance to facilitate
communication and potential resolution of disputes between clients and
freelancers. The Dispute Assistance Program as administered by Upwork in this
Section 6 does not evaluate the quality or functionality of work and cannot
render binding judgment or determination as to the parties’ respective rights to
the disputed funds.
6.1 DISPUTE OF FUNDS IN ESCROW
This Section applies to disputes filed by Clients or Freelancers over funds that
are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). In
the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the
Dispute Assistance Program is being administered. The Dispute Assistance Program
for an Escrow Dispute will be administered as set forth below:
 1. 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.
 2. 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
      
 3. 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”).
 4. 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.
 5. 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.
 6. 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.
 7. 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.

6.2 DISPUTE OF FUNDS RELEASED
This Section applies to disputes between Clients or Freelancers over funds that
have been released from Escrow as of the date the dispute is filed. If there are
no funds in escrow, the dispute procedures outlined in Section 6.1 above will
not apply. However, Freelancer may issue a refund up to the full amount paid on
the Direct Contract at any time, and Upwork may facilitate communication between
the Client and Freelancer if Client contacts Upwork to request a refund within 7
calendar days of the release of the funds at issue.
7. 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.
8. 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 may be
abusing the Dispute Assistance Program or as otherwise permitted by the Terms of
Service. However, any Disputes for any Fixed-Price Contracts that existed prior
to termination will be subject to the Terms of Service.
9. 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. 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.




HOURLY DIRECT CONTRACT ESCROW INSTRUCTIONS


VERSION 1.1

EFFECTIVE JULY 28, 2021

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TABLE OF CONTENTS

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If Client and Freelancer enter into an Hourly Direct Contract, these Hourly
Direct Contract Escrow Instructions apply. These Hourly Direct Contract Escrow
Instructions govern Direct Contract Escrow Accounts for Hourly Direct Contracts.
All other contracts, including Fixed-Price Direct Contracts and Service
Contracts (as defined in the User Agreement), are governed by the applicable
escrow instructions.

To the extent permitted by applicable law, we may modify these Hourly Direct
Contract 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 Hourly Direct Contract Escrow
Instructions do not apply to Fixed-Price Direct Contracts or Service 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 send an offer for or to accept an Hourly Direct Contract, Client
and Freelancer are deemed to have executed this Agreement electronically,
effective on the date Client clicks to accept an Hourly Direct 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
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 Hourly Direct Contract Escrow Instructions.

2. FUNDING ESCROW
By accepting an Hourly Direct Contract, Client agrees to deposit funds totaling
the Freelancer’s hourly rate as agreed to by the parties multiplied by the
weekly hourly limit agreed to by the parties (“Direct Contract Deposit”). Client
authorizes Upwork Escrow to hold the Direct Contract Deposit in escrow through
the term of the Hourly Direct Contract and further authorizes Upwork Escrow to
release funds from the Direct Contract Deposit to the Freelancer in any
instance(s) where the Freelancer invoices hours of work and the invoice is
neither disputed or funded for payment by Client in accordance with these Hourly
Escrow Instructions. In any such instance(s), Client agrees that Upwork Escrow
may charge to Client’s Payment Method or Client will otherwise deposit
additional funds into the Client Escrow Account to replenish the Direct Contract
Deposit. Freelancer and Client agree and authorize Upwork Escrow to hold an
amount equal to the Direct Contract Deposit in escrow through the termination of
the Direct Contract, at which point the parties agree the Direct Contract
Deposit will be released to Client if all payments due under the Hourly Direct
Contract have been paid to Freelancer.
In addition to the Direct Contract Deposit, Client agrees to fund through Client
Escrow Account payments to Freelancer on a weekly basis for the amount of
Freelancer’s applicable weekly invoices (“Direct Contract Weekly Funds”). If
Client approves the submitted invoices in accordance with the below provisions,
Upwork Escrow will release the Direct Contract Weekly Funds to Freelancer.
2.1 WEEKLY HOURLY INVOICES
For Hourly Direct Contracts, the weekly billing cycle starts Monday at 00:00
midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded by the
Freelancer on Upwork within the weekly billing cycle (the "Hourly Invoice
Deadline") will be generated each Monday following the week in which the hours
were billed (such invoice, the "Hourly Invoice"). 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 Hourly Invoice Deadline; and (ii) submit the Hourly Invoice
on behalf of Freelancer to Freelancer's Client for payment.
By recording time on Upwork and allowing an Hourly Invoice to be created based
on the time recorded, Freelancer represents and warrants that (y) Freelancer has
completed the applicable Freelancer Services fully and satisfactorily; and (z)
the hours Freelancer reports are true, accurate, and complete.
2.2 HOURLY INVOICE REVIEW
Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of
the Thursday following the Sunday deadline for submission of the Hourly Invoice.
Payments will be held in escrow during the Dispute Period (defined below),
providing four days for Client to review and dispute the Hourly Invoice before
funds are released. During the Dispute Period, Client may initiate a Dispute as
to some or all of the time invoiced on the Hourly Invoice.
On the Friday following the Sunday deadline for submission of the Hourly
Invoice, Client will be deemed to have approved all undisputed amounts on the
Hourly Invoice, and irrevocably instructed Upwork’s Affiliate, Upwork Escrow, to
release escrow funds as described in these Hourly Direct Contract Escrow
Instructions.


3. INSTRUCTIONS TO RELEASE FUNDS IRREVOCABLE
Client’s instruction to Upwork Escrow and its wholly owned subsidiaries to
release funds to 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 release 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 herein, Client agrees that once Upwork
Escrow has charged Client’s Payment Method, the charge is non-refundable and any
funds will only be returned pursuant to a Release Condition (see below).


4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Upwork Escrow is authorized to and will release applicable portions of the
Client Escrow Account (each portion, a “Release”) to the Freelancer Escrow
Account, 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. The amount of the Release will be delivered to the Freelancer
Escrow Account, in accordance with Freelancer’s and Client’s instructions (as
applicable), these Hourly Direct Contract Escrow Instructions, and the other
Terms of Service.
4.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the
following:
 1. Client and Freelancer have submitted joint written instructions for a
    Release.
 2. 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.
 3. 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.
 4. 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.
 5. 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.
 6. 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.
    
    

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. DISPUTES BETWEEN CLIENT AND FREELANCER
For Hourly Direct Contracts, Client may dispute Freelancer’s hours invoiced on
the Hourly Invoice for the prior week (Monday 12:00 a.m. midnight UTC to Sunday
11:59 p.m. UTC) during the four days following the close of the weekly invoice
period (Monday 12:00 a.m. midnight UTC to Thursday 11:59 p.m. UTC) (the “Dispute
Period“). It is Client’s responsibility to review the Hourly Invoice of every
Hourly Direct Contract on a weekly basis and to file any disputes during the
Dispute Period. Once the Dispute Period expires, Client will be deemed to have
accepted the Freelancer Services and Freelancer Fees and can no longer dispute
them. Disputes handled by Upwork can only address the hours billed, not the
quality of the Freelancer Services or the Work Product provided under Hourly
Direct Contracts.
If Client disputes Freelancer’s hours invoiced in the Hourly Invoice under an
Hourly Direct Contract during the Dispute Period, Client and Freelancer are
encouraged to resolve the dispute between themselves. If Client and Freelancer
fail to come to a resolution, Upwork will promptly review the Hourly Invoice and
determine, in our sole discretion, whether an adjustment is appropriate
consistent with Client’s and Freelancer’s instructions in these Escrow
Instructions. Upwork's determination of such dispute shall be final unless
Client and Freelancer pursue legal proceedings, in which case funds will be
released according to the final order from which appeal is not taken in
accordance with Section 5.1 of these Hourly Direct Contract Escrow Instructions.
You acknowledge and agree that Upwork Escrow or its Affiliates may, at its sole
discretion, withhold or delay payment in the event of dispute between a Client
and a Freelancer. You further acknowledge and agree that Upwork, Upwork Escrow,
and other Affiliates are not and will not be a party to any dispute between a
Client and Freelancer over an Hourly Invoice or Hourly Direct Contract.


7. REFUNDS AND CANCELLATIONS
Client and Freelancer are encouraged to come to a mutual agreement if refunds or
cancellations are necessary. If there are no funds in escrow, Freelancer may
issue a refund via the Upwork platform up to the full amount paid on the Hourly
Direct Contract.


8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTES
All Escrow funds released under Section 6 of these Escrow Instructions are
subject to the normal Service Fees associated with Escrow Accounts, as detailed
in the User Agreement and these Escrow Instructions.


9. 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.


10. 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 may be
abusing the Dispute Assistance Program or as otherwise permitted by the Terms of
Service. However, any Disputes for any Hourly Direct Contracts that existed
prior to termination will be subject to the Terms of Service.
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. 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.








ANY HIRE ESCROW INSTRUCTIONS


VERSION 1.1

EFFECTIVE DECEMBER 10, 2021

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TABLE OF CONTENTS

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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:

 1. 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.

 2. 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.

 3. 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.

 4. 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.

 5. 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.

 6. 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.

 7. Client and Freelancer have submitted joint written instructions for a
    Release.

 8. 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.

 9. 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

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TABLE OF CONTENTS

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Upwork Escrow Inc. provides escrow services solely to Users of Upwork and
Elance. We provide these escrow services solely to deliver, hold, or receive
payment for jobs for services engaged through, and to pay fees including
service, membership and payment processing and administration fees to, Upwork.
These escrow services are intended for business use, and the Users agree to use
these escrow services only for business purposes and not for consumer, personal,
family, or household purposes.
UPWORK ESCROW INC. DOES NOT PROVIDE ESCROW SERVICES TO THE GENERAL PUBLIC.
This escrow company holds California Department of Financial Protection and
Innovation License No. 963 5086.


FEE AND ACH AUTHORIZATION AGREEMENT


VERSION 7.0

EFFECTIVE APRIL 28, 2022

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TABLE OF CONTENTS

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This Fee and ACH Authorization Agreement (this “Agreement”) is between you and
Upwork Global Inc. or Elance Inc. as described below in Section 1 (Parties).
This Agreement provides information on the fees Upwork Global Inc. ("Upwork
Global") and its Affiliates Elance Limited ("Elance Ltd.") and Upwork Escrow
Inc. (“Upwork Escrow”) charge for use of the Site’s communication, invoicing,
dispute resolution and payment services, including Payment Protection, and
includes eligible Users’ authorization for debits and credits from and to their
designated bank accounts via the automated clearing house network (“ACH”). This
Agreement is part of the Terms of Service. Capitalized terms not defined in this
Agreement are defined in the User Agreement, Site Terms of Use, or elsewhere in
the Terms of Service.
By clicking to accept the Terms of Service on the Site or by continuing to use
the Site or the Site Services on or after the effective date noted above, you
accept and agree to this Agreement. To the extent permitted by applicable law
and except as otherwise provided in the Terms of Service, we may modify this
Agreement without prior notice to you, and any revisions to this Agreement will
take effect when posted on the Site unless otherwise stated. However, we will
provide advance notice of any increase in prices or fees affecting current
Users. Please check the Site often for updates.


1. PARTIES

You are entering into this Agreement with Upwork (also referred to as “we” and
“us”).
If you reside in the United States, you are entering into this Agreement with
Upwork Global. If you reside outside the United States, you are entering into
this Agreement with Elance Ltd.


2. FEES CHARGED TO FREELANCERS

Pursuant to the User Agreement, we charge Freelancers a Service Fee on the
amounts of Freelancer Fees charged by the Freelancer to their Client on a
Service Contract. Depending on certain features of the Service Contract, the
Service Fees will be charged either as "tiered" or "straight" pricing, as
discussed in further detail in this Section 2. Where applicable, Upwork Global,
Elance Ltd., or Upwork Escrow may also collect taxes (such as value added tax
(“VAT”) in Europe) on Service Fees.
Pursuant to the Freelancer Membership Agreement, we charge Freelancers a
Membership Fee. These Membership Fees automatically renew until they are
canceled as described on the Site.
Additionally, the use of various Payment Methods offered through the Site and
the Site Services may incur added fees or charges. All Payment Methods will be
posted on the Site along with any associated fees or charges, which we may
update from time to time at our sole discretion. By selecting a Service subject
to additional fees or charges, you thereby authorize us to charge to you and to
collect from you (consistent with this Agreement, the User Agreement, or
elsewhere in the Terms of Service) any fees, charges, or taxes described in this
Section 2.


2.1 TIERED PRICING

We will charge you a Service Fee based on the total Freelancer Fees charged by
you to your Client (less any refunds or reversals) for the duration of your
relationship with your Client (the “Engagement Relationship”). Unless different
pricing described in Section 2.2, 2.3, or 2.4 applies, the Service Fee rates
decrease as the total Freelancer Fees you have charged to your Client for the
Engagement Relationship meet certain thresholds as follows (“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%

Below are some examples of Tiered Pricing.
Example 1. Fixed-Price Contract; Repeat Service Contracts
If a Freelancer and a Client who have never entered into a Service Contract
together before agree to a $600 Fixed-Price Contract, the Service Fee will be
calculated as follows:
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

Note: The Service Fee will appear as a single amount in your Account, rather
than separate amounts as shown in the example above. Examples in this Agreement
are provided for illustrative purposes only and are not binding. Because of
rounding, the Service Fees charged may differ slightly.
If the same Freelancer and Client agree to another $600 Fixed-Price Contract,
the Service Fee will be calculated as follows:
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

If the same Freelancer and Client enter into additional Fixed-Price Contracts
for different Service Contracts, the Freelancer Fees for each Service Contract
will count toward the total Freelancer Fees collected for purposes of
determining the Tiered Pricing that applies to the Service Fees. If the
Freelancer charges $10,000 in Freelancer Fees to the Client, then the Service
Fee on any additional Freelancer Fees for the Engagement Relationship with the
Client will be 5% of the Freelancer Fees. For example, if the Freelancer has
charged a total of $15,000 in Freelancer Fees during the Engagement Relationship
and the Freelancer and Client enter into a new Fixed-Price Contract for $1,000,
the Service Fee would be determined as follows:
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

Example 2. Hourly Contract
If a Freelancer and Client enter into an Hourly Contract for $50 per hour, and
the Freelancer works 400 hours, the Service Fees will be calculated as follows:
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

Note: The Service Fee will appear as a single amount in your Account, rather
than separate amounts as shown in the example above. Examples in this Agreement
are provided for illustrative purposes only and are not binding. Because of
rounding, the Service Fees charged may differ slightly.


2.2 FREELANCERS WORKING ON ENTERPRISE CLIENT CONTRACTS

If you are a Freelancer with a Service Contract entered into with an Enterprise
Client, the Service Fee rate is 10% of the Freelancer Fees, unless otherwise
provided in the Enterprise Client contract. If you are a Freelancer with an
active Contract with a Client whose Account is being converted to an Enterprise
Client Account, then only on any Service Contract that is active at the time of
the conversion, Upwork will honor the lower of (a) the Tiered Service Fee in
effect at the time of the conversion, or (b) the Service Fee rate in the
Enterprise Client contract for that Account. For purposes of the Terms of
Service, “Enterprise Client ” means a Client, including a legacy Enterprise
client or an Upwork Business Client, whose profile displays the following
“Enterprise” badge:



2.3 ALTERNATE PRICING

For some Service Contracts, as described in this Section 2.3, we do not charge
Tiered Pricing, but instead charge an alternate fee (“Alternate Pricing”) which
only applies to Service Contracts when any of the following are true:
(a) you entered into the Service Contract before Upwork first started charging
Tiered Pricing;
(b) you entered into the Service Contract pursuant to a feature of the Site
where we advertised a different Service Fee, such as discounted Service Fees
offered in some circumstances for amounts charged on a contract or for a
Featured Job Post for Clients;
(c) you have an Any Hire Contract with a Client and you did not have an Upwork
Relationship prior to the Any Hire Contract (see Section 7 of the User
Agreement) or for an Upwork Payroll engagement; or
(d) the Service Contract is with a Client who is not an Enterprise Client, but
who has a legacy arrangement for lower fees that apply to the Service Contract.
As described in this Section 2.3, if Alternate Pricing applies, we will
typically charge you a Service Fee of a fixed percent.
For certain Service Contracts, the Alternate Pricing may be a lower flat
percentage (such as through a “bring your own” program) or may have a different
tiered fee rates (such as for a Featured Job Post), or may not have a Service
Fee (such as an Upwork Payroll Contract or certain Any Hire Contracts), in each
case as clearly stated on the Site at the time the Service Contract was or is
entered into, and any applicable changes to Alternate Pricing or fees will be
clearly communicated to the Client, including communications posted to the Site.
When there is a different tiered fee rate, the initial rate will be as clearly
stated on the Site, and once the Service Fees on the Engagement Relationship
exceed $10,000, the Service Fee will be reduced to 5%, unless otherwise clearly
communicated to you, including by communications through the Site.
If a flat fee applies, it will be charged as in this example, though the percent
may vary. If no other Alternate Pricing is described to you (for example, you
entered into a Service Contract prior to the implementation of Tiered Pricing),
the Service Fee under Alternate Pricing is a flat 10%.
CONTRACT TYPE
SERVICE FEE
FREELANCER FEES
SERVICE FEES
Fixed-Price
10%
$500
$50
Hourly
10%
$50 per hour
$5 per hour

Note: Examples in this Agreement are provided for illustrative purposes only and
are not binding. Because of rounding, the Service Fees charged may differ
slightly.


2.4 OTHER FEES

Freelancers may choose a membership with an associated membership fee (the
“Freelancer Membership Fee”). More details are provided in the Freelancer
Membership Agreement. Freelancers may also choose to purchase "Connects" or
other features, premium services or options on Upwork, in each case as described
on the Site at the time of purchase.
Upwork reserves the right to change the fees of the memberships, features,
services, and options offered on the Site, or institute new fees at any time, in
each case upon reasonable notice posted in advance on the Site for existing
Users.


3. CLIENT MEMBERSHIP PLAN AND RELATED FEES

To access the Site and use the Site Services a Client must have registered for
an Account as detailed in Section 1 of the User Agreement. When you sign up for
a Client Account, you will be automatically enrolled into Upwork’s marketplace
membership (the “Client Marketplace Plan”).The Client Marketplace Plan is free
and does not require a monthly membership fee. The Client Marketplace Plan
includes access to the Site and related Site Services such as facilitating the
formation of Service Contracts, assisting Users in resolving disputes which may
arise in connection with those Service Contracts, providing access to
communication tools, and administrative services related to reporting and
facilitating payments.
In return for providing Clients with access to the Site and related Site
Services, Upwork charges Clients a “Marketplace Fee” of up to 5% on each
transaction related to a marketplace Service Contract or Project Catalog
offering a Client enters into on the Site or with Freelancers on the Site. In
the case of Hourly Service Contracts, Upwork will charge the Marketplace Fee
based on hours and expenses recorded by a Freelancer as of the Hourly Invoice
Deadline (Sunday at 23:59 UTC) each week. For Fixed-Price Contracts, Upwork will
charge the Marketplace Fee on the amount and at the time a Client funds a
milestone or pays a bonus or expense. All other transactions subject to the
Marketplace Fee, such as transactions for bonus or expense payouts, use of
Upwork Payroll related to a marketplace Service Contract, or use of any other
service on the Site where displayed on the Site, will be assessed the
Marketplace Fee at the time of invoice. Eligible Clients who use ACH as their
payment method are offered a reduced Marketplace Fee rate of 3%. At its sole
discretion, Upwork may offer Clients a different Marketplace Fee rate; any such
rate must be explicitly communicated or agreed by an authorized representative
of Upwork via email or a written agreement. No refunds of fees already paid will
be given; for example, if a funded project is canceled, payments made by a
Client are released from the Client Escrow Account for any reason or refunded by
a Freelancer, the Marketplace Fee will not be refunded.
The Marketplace Fee detailed above is not assessed on Any Hire, Direct Contract,
Enterprise, Talent Scout, or Upwork Business engagements which are subject to
the fees and rate(s) as described in the specific Any Hire, Direct Contract,
Enterprise, Talent Scout, or Upwork Business contract with Client or on the
Site.


3.1 LEGACY CLIENT MEMBERSHIP PLANS, MEMBERSHIP FEES, AND AUTOMATIC MEMBERSHIP
RENEWALS

Upwork previously offered other Client Membership Plans such as Upwork Basic,
Upwork Plus, and Upwork Business (each a “Legacy Client Membership Plan”). In
its sole discretion, Upwork may allow you to continue under a Legacy Client
Membership Plan if you were enrolled in such legacy plan before we offered the
Upwork Marketplace Plan. If you are eligible to continue with a Legacy Client
Membership Plan, your memberships on the Site under settings will still show a
Basic or Plus Plan, no other Users are eligible for a Legacy Client Membership
Plan. If you are eligible for a Legacy Client Membership Plan, we will provide
you with advance notice if we will no longer offer you participation in such
plans. If you are enrolled in a Legacy Client Membership Plan, you will be
assessed the monthly membership fee that you agreed to when you signed up for
such Legacy Client Membership Plan (including the page in the iOS application).
The amount you pay will not increase from the amount displayed on the applicable
page at the time you signed up for the membership, unless advance notice is
provided as described in this Agreement. If you cancel your Legacy Client
Membership Plan, fail to pay timely your membership fees, or Upwork suspends or
closes your Account you will be automatically enrolled in the free Legacy Client
Membership Plan. If Upwork decides to cease supporting the Legacy Client
Membership Plans, you will be notified in advance and will be automatically
enrolled in the Client Marketplace Plan.
Clients in a Legacy Client Membership Plan will not be assessed the Marketplace
Fee and instead, are subject to the fees, such as payment processing fees, that
were disclosed to Client by Upwork at the time of sign-up, and as updated
pursuant to the required advanced notice on the Site, as described in this
Agreement. If payments made by a Client are released to the Client Escrow
Account for any reason or refunded by a Freelancer, the Payment Processing Fee
will not be refunded.
Clients in a Legacy Client Membership Plan must pay any applicable monthly
membership fees (“Client Membership Fees”) through their Upwork Escrow Account,
unless the Client Membership Plan was purchased through our iOS application.
Fees for Legacy Client Membership Plans, if any, automatically renew until they
are cancelled as described on the Site and this Agreement.


3.1.1 AUTHORIZATION FOR AUTOMATIC PAYMENT OF RECURRING CLIENT FEES

There are no monthly membership fees for the Client Marketplace Plan. If you
have a Legacy Client Membership Plan, you must pay applicable Client Membership
fees, if any, through your Client Escrow Account. Each Client Membership Fee, if
any, covers a monthly billing period beginning on the date that you first make
payment and ending one month later. You irrevocably authorize and instruct us to
automatically charge the fees for the Legacy Client Membership Plan, if any, to
your Client Escrow Account at the beginning of each billing period. This
authorization will remain in full force and effect until you change your
settings in your Profile to change your Legacy Client Membership Plan, we inform
you we are no longer supporting the Legacy Client Membership Plan, or you
otherwise notify us that you wish to revoke your authorization by contacting
Customer Support, or cancel your Account.
If you are in a Legacy Client Membership Plan with a monthly membership fee
(such as the Upwork Plus plan), you can downgrade to the free Legacy Client
Membership Plan (the Upwork Basic plan) before the end of the billing period,
you will not receive a refund or a credit for any of the Client Membership Plan
fee for that given month. However, if you switch to the free Legacy Client
Membership Plan, you will still have your Legacy Client Membership until the end
of the billing period.
If you have an Upwork Plus plan and your Account is suspended, then your Account
will be downgraded to the free Upwork Basic plan at the next membership renewal.
You may switch or change between Legacy Client Membership Plans pursuant to
Section 3.1.2
If you have signed up for a membership through our iOS application, please
contact Apple for questions on billing, or on your renewal, or cancelling your
membership.


3.1.2 CHANGES TO LEGACY CLIENT MEMBERSHIP PLANS

If you are enrolled in a Legacy Client Membership and you change to another
Legacy Client Membership Plan, the new program and any applicable new billing
period will be based upon the date we receive payment of the new membership fee.
If you upgrade a membership, it will result in a new billing date effective upon
the date of payment of the additional fees and, if applicable, will result in a
credit of the unused portion of the existing category membership fees. If you
downgrade a membership, you will not receive a refund or credit for the fees
already paid. The downgrade will go into effect at the beginning of the next
billing period.
For more information on upgrading, downgrading, or canceling your membership,
check the Site or contact Customer Support. If you have signed up for a
membership through our iOS application, please contact Apple for questions on
upgrading, downgrading, or canceling your membership.
Upwork reserves the right to change membership fees, change the features and
services included in each Client Membership Plan, change the membership fees or
fees for certain premium services or options, or institute new fees at any time,
in each case upon reasonable notice posted in advance on the Site for existing
Users. No refunds of fees already paid will be given. If Upwork exercises its
right to cancel a membership, Upwork will not refund the membership fee already
paid unless otherwise required by law.


3.2 TAXES

Where applicable, Upwork Global, Elance Ltd., or Upwork Escrow may also collect
taxes (such as value added tax (VAT) where applicable) on membership fees and
the cost for premium services or features, as set forth in the User Agreement.


4. AUTHORIZATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS

If and to the extent permitted by Upwork in its sole discretion, Users may pay
Freelancer Fees, Membership Fees, fees for Legacy Client Membership Plans,
Marketplace Fees, and other fees owed under the Terms of Service from their
designated bank accounts. Subject to Upwork’s eligibility requirements, if you
elect to pay Freelancer Fees or any other amounts owed under the Terms of
Service via ACH transfers from your designated bank account, you hereby
authorize us to electronically debit and, if necessary, electronically credit
your designated bank account via ACH for such amounts pursuant to the Terms of
Service, and you agree to comply with the ACH rules issued by the National
Automated Clearing House (“NACHA”) and all applicable laws, including, but not
limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic
sanctions overseen by the Office of Foreign Assets Control (OFAC). Your
authorization for ACH transfers contained in this Section 4 will remain in full
force and effect until you notify us that you wish to revoke your authorization
by removing your bank account information from you Profile or by contacting
Customer Support. You understand that we require at least one (1) business day’s
prior notice in order to cancel your authorization for ACH transfers contained
in this Section 4.
You must notify us of any change in your designated bank account’s information
at least five (5) business days before any such change by updating your bank
account information in your Profile or by contacting Customer Support. If we do
not receive notice at least five (5) days before any such change, we may
attempt, in our sole discretion, to implement such change prior to any ACH debit
or credit transfer performed pursuant to your authorization provided in this
Section 4. However, we assume no responsibility for our failure to do so.
You may view a history of your Account transactions by logging in to the Site.
You are solely responsible for promptly reconciling your Account transaction
history with the transaction records for your bank account. You must notify us
of any errors or discrepancies in your Account transaction history (each, an
“Error”) within 30 days of when the Error could be viewed in your Account
transaction history on the Site. If you do not notify us of an Error within 30
days of when the Error could be viewed in your Account transaction history on
the Site, you will forfeit the right to contest the Error, except to the extent
such forfeiture is prohibited by applicable law or the NACHA rules.
Subject to the foregoing notice requirement: (a) if and to the extent an Error
is caused by us, we will correct the Error and (b) if an Error is caused by you,
we may, but are under no obligation to, attempt to correct the Error and will
offset any costs we incur from any funds returned to your bank account or your
Client Escrow Account, as applicable.


FREELANCER MEMBERSHIP AGREEMENT


VERSION 5.2

EFFECTIVE JULY 26, 2022

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This Freelancer Membership Agreement (“Agreement”) is between you and Upwork
Global Inc. ("Upwork Global") or Elance Limited ("Elance Ltd.") as described
below in Section 1 (Parties). This Agreement is part of and incorporates by
reference the User Agreement and the other Terms of Service. You will be
provided advance notice of any material change to this Agreement and your
continued participation in a membership program after the last modified date
will signify your acceptance of this Agreement. Capitalized terms not defined in
this Agreement are defined in the Site Terms of Use, User Agreement, or
elsewhere in the Terms of Service.


1. PARTIES

You are entering into this Agreement with Upwork (also referred to as “we” and
“us”).
If you reside in the United States, you are entering into this Agreement with
Upwork Global. If you reside outside the United States, you are entering into
this Agreement with Elance Ltd.


2. FREELANCER MEMBERSHIP PROGRAMS

Upwork offers several membership programs for Freelancers and Agencies. For
purposes of this Agreement, “Member” or “you” means a Freelancer or Agency
participating in a membership program.
Each membership program includes a certain number of “Connects,” which reserve
monthly capacity for you to submit proposals for Clients' posted Projects, as
described on the Site here. If your membership program does not include Connects
or your membership otherwise gives you the right to purchase additional
Connects, you may do so for the price advertised on the Site at the time of the
purchase, subject to a cap determined by your membership program, if applicable.
Connects that you do not use will be rolled over to the next month as described
on the Site. The conditions under which unused Connects will rollover into the
next month may vary from time to time and will depend on your membership
program. For the details on Connects, please visit the Upwork Support page.
Upwork reserves the right to change membership fees, change the monthly number
of Connects included in each membership program, change the price for Connects
or institute new fees at any time, in each case upon reasonable notice posted in
advance on the Site. No refunds of fees already paid will be given. If Upwork
exercises its right to cancel a membership, we will not refund the membership
fee already paid.


3. TAXES

Where applicable, Upwork Global, Elance Ltd., or Upwork Escrow may also collect
Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost
for Connects.


4. AUTOMATIC MEMBERSHIP RENEWAL

You must pay your Upwork membership fees and Connects through your Upwork Escrow
Account. The membership billing period begins on the date that we receive
payment. Upwork membership fees are calculated from the beginning of that
billing period. Upwork automatically renews your Upwork monthly membership, and
you irrevocably authorize and instruct us to make the required monthly payments
to Upwork on your behalf. This authorization will remain in full force and
effect until you change your settings in your Profile to change your membership
plan, otherwise notify us that you wish to revoke your authorization by
contacting Customer Support, or cancel your Account.


5. CHANGES TO MEMBERSHIP PROGRAM

You can change your membership program at any time, including by moving to an
unpaid plan, by going to the Site here. If you change your membership program,
the new program and new billing period will be based upon the date Upwork
receives payment of the new membership fee. If you upgrade a membership, it will
result in a new billing date effective upon the date of payment of the
additional fees and, if applicable, will result in a credit of the unused
portion of the existing category membership fees. If you downgrade a membership,
you will not receive a refund or credit for the fees already paid; instead your
membership will continue to the end of your current billing period but will not
renew. If your Account is suspended at the beginning of your billing period or
you do not pay your membership fees, your Account will be automatically
downgraded to an unpaid membership plan. If your Account is reinstated, you may
change your membership plan as described in this Agreement. Upwork reserves the
right to modify its membership programs at any time, upon reasonable notice
posted in advance on the Site.
For more information on upgrading, downgrading, or canceling your membership,
check the Site or contact Customer Support.




OPTIONAL SERVICE CONTRACT TERMS


VERSION 1.3

EFFECTIVE DECEMBER 22, 2020

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Users who enter into a Service Contract on the Site with another User are free
to agree to these Optional Service Terms in whole or in part, or to agree to
different or additional terms for their Service Contract(s). However, if and to
the extent that the Users who are party to a Service Contract have not agreed to
different terms, then they agree to incorporate these Optional Terms. Users may
not, by agreement amongst themselves, alter the rights or responsibilities of
Upwork or Upwork Escrow, including any provision of the Escrow Instructions, or
agree to any terms that would violate the Terms of Service. Neither Upwork,
Upwork Escrow, nor any affiliate of Upwork is a party to any Service Contract by
or between Users regardless of whether these Optional Terms are incorporated.
You acknowledge and agree that Users have discretion whether to contract with
each other and will negotiate and determine the specific terms of their Service
Contracts with each other. The Optional Service Terms is a sample only, which
may not be appropriate for all Service Contracts and which may be adjusted and
added to as Users deem appropriate. Users choose whether to use the Optional
Service Terms in whole or in part.


1. PARTIES

Client and Freelancer identified on the Site under the Service Contract are the
parties to the Services Contract. The address of each party is the address
entered under the tax information on the Site. Upwork is not a party to the
Service Contract.


2. SERVICES

Client and Freelancer agree that the Freelancer is performing services as an
independent contractor and that Freelancer is not an employee or agent of
Client. Freelancer will perform the Freelancer Services in a professional and
workmanlike manner and will timely deliver any agreed upon Work Product. The
manner and means of performing the Freelancer Services will be determined and
controlled solely by Freelancer, which is engaged by Client as an independent
contractor.
The terms concerning the services to be performed under the Service Contract
described on the Site form part of the Service Contract. Users agree that, once
accepted, the terms of the Service Contract cannot be modified by a User without
obtaining the consent of the other before making changes to the Service
Contract, including by adding additional or different milestones, by closing a
Service Contract, or making other changes to the Service Contract on the Site.
If consent of the other party is not first obtained, the other party may reject
such changes by terminating the Service Contract or accept such changes by
continuing to work on the Service Contract.


3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

If a User subcontracts with or employs third parties to perform Freelancer
Services on behalf of the User for any Engagement, the User represents and
warrants that it does so as a legally recognized entity or person and in
compliance with all applicable laws and regulations. Further, at all times a
User that agreed to perform services under a Services Contract remains
responsible for the quality of the services and represents and warrants that
User has entered into agreements with any such employees and subcontractors on
confidentiality and intellectual property at least as strong as those in these
Optional Service Terms.


4. CLIENT PAYMENTS AND BILLING

Freelancer agrees to accurately report hourly invoices by billing hours worked
under the Account of the User that worked the hours, including, if applicable,
Agencies billing their Clients for hourly work done by Agency Members.


5. TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either Client or Freelancer has the right to terminate
the Service Contract after providing any agreed-upon notice, or immediately on
the end date specified in the Service Contract terms and/or upon completion of
the Freelancer Services, in the event of a material breach, or with the consent
of the other party. Except as required by law or as otherwise may be agreed to
by the Parties, Client remains obligated to pay the Freelancer Fees for any
Freelancer Services provided prior to termination of the Hourly Contract.
Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to
fund the escrow account for the Engagement, absent a full refund to Client by
Freelancer, the Service Contract does not terminate until the Freelancer
Services are completed. However, either Client or Freelancer has the right to
terminate a Fixed-Price Contract at any time with the consent of the other party
or in the event of a material breach. If a Fixed-Price Contract is terminated,
Client does not have the right to recover any payments already released to
Freelancer from the escrow account for the Engagement.


6. INTELLECTUAL PROPERTY RIGHTS

6.1 THIRD-PARTY RIGHTS

Freelancer represents and warrants that Freelancer will not incorporate or use
the materials of any third party including those of any other client or any
employer, in performing the Freelancer Services that are not generally available
for use by the public or have not been legally transferred to the Client.
6.2 BACKGROUND TECHNOLOGY
Freelancer will disclose in the Engagement terms any Background Technology which
Freelancer proposes to incorporate into Work Product or upon which use or
distribution of the Work Product will depend. If Freelancer discloses no
Background Technology, Freelancer warrants that it will not incorporate any
Background Technology into Work Product provided pursuant thereto. Freelancer
will separately provide, with each delivery of Work Product to Client, a bill of
materials that identifies all Background Technology and other third-party
materials that have been incorporated into the Work Product and provides, for
each item of Background Technology identified, (a) the name and any associated
version number, (b) the applicable license or licensing terms, (c) whether the
item has been modified by Freelancer, and (d) how the item has been incorporated
into, is used by, or is relied upon by the Work Product. Notwithstanding the
foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees
that it will not incorporate into Work Product or otherwise deliver to Client
any software code for which the use or distribution of the code will create (or
purport to create) obligations for Client to grant any rights or immunities
under Client intellectual property to a third-party, including without
limitation any obligation that the Work Product or Client software combined
with, derived from, or distributed with such Work Product (x) be disclosed or
distributed in source code form, (y) be licensed for the purpose of making
derivative works, or (z) be redistributable at no charge.

6.3 CLIENT MATERIALS

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at
Client’s sole discretion) right to use the Client Materials as necessary solely
for the performance of the Freelancer Services under the applicable Service
Contract. Client reserves all other rights and interest, including, without
limitation, all Intellectual Property Rights, in and to the Client Materials.
Upon completion or termination of the Service Contract, or upon Client’s written
request, Freelancer will immediately return all Client Materials to Client and
further agrees to destroy all copies of Client Materials and Deliverables
(except for Background Technology as permitted by the Service Contract)
contained in or on Freelancer’s premises, systems, or any other equipment or
location otherwise under Freelancer’s control. Within ten days of such request
from Client, Freelancer agrees to provide written certification to Client that
Freelancer has returned or destroyed all Client Materials and Work Product as
provided in this subsection.

6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon Freelancer’s receipt of full payment from Client, the Work Product (except
for any Background Technology), including without limitation all Intellectual
Property Rights in the Work Product (except for any Background Technology), will
be the sole and exclusive property of Client, and Client will be deemed to be
the author thereof. If Freelancer has any Intellectual Property Rights to the
Work Product that are not owned by Client upon Freelancer’s receipt of payment
from Client, Freelancer hereby automatically irrevocably assigns to Client all
right, title and interest worldwide in and to such Intellectual Property Rights.
Except as set forth above, Freelancer retains no rights to use, and will not
challenge the validity of Client’s ownership in, such Intellectual Property
Rights. Freelancer hereby waives any moral rights, rights of paternity,
integrity, disclosure and withdrawal or inalienable rights under applicable law
in and to the Work Product. If payment is made only for partial delivery of Work
Product, the assignment described herein applies only to the portion of Work
Product delivered and paid for.

6.5 LICENSE TO BACKGROUND TECHNOLOGY

Upon Freelancer’s receipt of full payment from Client for delivery of Work
Product, Freelancer hereby automatically grants to Client an exclusive,
perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with
rights to sublicense through multiple levels of sublicensees, to reproduce, make
derivative works of, distribute, publicly perform, and publicly display in any
form or medium, whether now known or later developed, make, have made, use,
sell, import, offer for sale, and exercise any and all present or future rights
in the Background Technology incorporated in Work Product delivered for that
payment. If payment is made only for partial delivery of Work Product, the
license described herein applies only to the portion of Work Product delivered
and paid for.

6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS

If Freelancer has any right to the Work Product, including without limitation
any Intellectual Property Right, that cannot be assigned to Client by
Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full
payment from Client, unconditionally and irrevocably grants to Client during the
term of such rights, an exclusive, even as to Freelancer, irrevocable,
perpetual, worldwide, fully-paid and royalty-free license to such rights, with
rights to sublicense through multiple levels of sublicensees, to reproduce, make
derivative works of, distribute, publicly perform and publicly display in any
form or medium, whether now known or later developed, make, use, sell, import,
offer for sale and exercise any and all such rights. If Freelancer has any
rights to such Work Product that cannot be assigned or licensed, Freelancer
hereby automatically, upon Freelancer’s receipt of payment from Client,
unconditionally and irrevocably waives the enforcement of such rights, and all
claims and causes of action of any kind against Client or related to Client’s
customers, with respect to such rights, and will, at Client’s request and
expense, consent to and join in any action to enforce such rights. If payment is
made only for partial delivery of Work Product, the grant described herein
applies only to the portion of Work Product delivered.

6.7 ASSISTANCE

Freelancer will assist Client in every way, including by signing any documents
or instruments reasonably required, both during and after the term of the
Service Contract, to obtain and enforce Intellectual Property Rights relating to
Work Product in all countries. In the event Client is unable, after reasonable
effort, to secure Freelancer’s signature on any document needed in connection
with the foregoing, Freelancer hereby designates and appoints Client and its
duly authorized officers and agents as its agent and attorney in fact to act on
its behalf to further the purposes of this Section with the same legal force and
effect as if executed by Freelancer.


7. CONFIDENTIAL INFORMATION

7.1 CONFIDENTIALITY
To the extent a Client or Freelancer provides Confidential Information to the
other, the recipient will protect the secrecy of the discloser’s Confidential
Information with the same degree of care as it uses to protect its own
Confidential Information, but in no event with less than due care, and will: (a)
not disclose or permit others to disclose another’s Confidential Information to
anyone without first obtaining the express written consent of the owner of the
Confidential Information; (b) not use or permit the use of another’s
Confidential Information, except as necessary for the performance of Freelancer
Services (including, without limitation, the storage or transmission of
Confidential Information on or through the Site for use by Freelancer); and (c)
limit access to another’s Confidential Information to its personnel who need to
know such information for the performance of Freelancer Services.
7.2 RETURN
If and when Confidential Information is no longer needed for the performance of
the Freelancer Services for a Services Contract or at Client’s or Freelancer’s
written request (which may be made at any time at Client’s or Freelancer’s sole
discretion), the party that received Confidential Information, will, at its
expense, promptly destroy or return the disclosing party’s Confidential
Information and any copies thereof contained in or on its premises, systems, or
any other equipment otherwise under its control. The party that received
Confidential Information agrees to provide written certification to the party
disclosing the Confidential Information of compliance with this subsection
within ten days after the receipt of disclosing party’s written request for such
certification.
7.3 PUBLICATION
Without limiting Section 7 (Confidentiality), Client and Freelancer will not
publish, or cause to be published, any other party’s Confidential Information or
Work Product, except as may be necessary for performance of Freelancer Services
for a Services Contract.
7.4 IMMUNITY
A disclosure of information will be immune from prosecution or civil action
under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i)
in confidence to a Federal, State, or local government official, either directly
or indirectly, or to an attorney, and (ii) solely for the purpose of reporting
or investigating a suspected violation of law; or (B) is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made
under seal.


8. DEFINITIONS

The following capitalized terms have the following meanings:
“Background Technology” means all Inventions developed by Freelancer other than
in the course of providing Freelancer Services to Client under the Service
Contract and all Inventions that Freelancer incorporates into Work Product.
“Client” means any person who entered into a Service Contract to obtain
Freelancer Services from a Freelancer.
“Client Deliverables” means requests, intellectual property, and any other
information or materials that a Freelancer receives from a Client to perform
Freelancer Services.
“Client Materials” means requests, intellectual property, and any other
information or materials that Client provides to Freelancer for Freelancer to
perform Freelancer Services.
“Confidential Information” means Client Deliverables, Freelancer Deliverables,
Work Product, and any other information provided to, or created by, a User for a
Service Contract or to perform or assist in performing Freelancer Services,
regardless of whether in tangible, electronic, verbal, graphic, visual, or other
form. Confidential Information does not include material or information that is
known to the public or that: (a) is generally known by third parties as a result
of no act or omission of Freelancer or Client; (b) subsequent to disclosure
hereunder, was lawfully received without restriction on disclosure from a third
party having the right to disseminate the information; (c) was already known by
User prior to receiving it from the other party and was not received from a
third party in breach of that third party’s obligations of confidentiality; or
(d) was independently developed by User without use of another person’s
Confidential Information.
“Engagement” means an engagement for Freelancer Services that a Freelancer
provides to a Client under a Service Contract on the Site.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly,
Bonus and Expense Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a
fixed fee agreed between a Client and a Freelancer, prior to the commencement of
a Service Contract, for the completion of all Freelancer Services contracted by
Client for such Service Contract.
“Freelancer” means any person who entered into a Service Contract to perform
Freelancer services for a Client.
“Freelancer Deliverables” means requests, intellectual property, and any other
information or materials that a Client receives from a Freelancer for a
particular Service Contract.
“Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the
number of hours recorded by Freelancer in any Hourly Invoice, multiplied by the
hourly rate set by the Freelancer; (b) for a Fixed-Price Contract, the fixed fee
agreed between a Client and a Freelancer; and (c) any bonuses or other payments
made by a Client.
“Freelancer Services” means all services performed for or delivered to Clients
by Freelancers.
“Hourly Contract” means a Service Contract for which Client is charged based on
the hourly rate set by the Freelancer.
“Hourly Invoice” means the report of hours recorded for a stated period by a
Freelancer for the Freelancer Services performed for a Client.
“Intellectual Property Rights” means all patent rights, copyright rights, mask
work rights, moral rights, rights of publicity, trademark, trade dress and
service mark rights, goodwill, trade secret rights and other intellectual
property rights as may now exist or hereafter come into existence, and all
applications therefore and registrations, renewals and extensions thereof, under
the laws of any state, country, territory or other jurisdiction.
“Invention” means any ideas, concepts, information, materials, processes, data,
programs, know-how, improvements, discoveries, developments, designs, artwork,
formulae, other copyrightable works, and techniques and all Intellectual
Property Rights therein.
“Service Contract” means, as applicable, (a) the contractual provisions between
a Client and a Freelancer governing the Freelancer Services to be performed by a
Freelancer for Client for an Engagement; or (b) if you use Upwork Payroll, the
contractual provisions between Freelancer and the Staffing Provider for the
provision of services to Client.
“Work Product” means any tangible or intangible results or deliverables that
Freelancer agrees to create for, or actually delivers to, Client as a result of
performing the Freelancer Services, including, but not limited to,
configurations, computer programs, or other information, or customized hardware,
and any intellectual property developed in connection therewith.


MARK USE GUIDELINES


VERSION 2.1

EFFECTIVE AUGUST 18, 2021

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These Mark Use Guidelines (“Guidelines”) let you know about Upwork’s rights with
respect to its marks and when and how you can use them. The Guidelines are a
part of and incorporate the Terms of Service. Capitalized terms not defined in
these Guidelines are defined in the User Agreement or in the other Terms of
Service or have the meanings given such terms on the Site. To the extent
permitted by applicable law, Upwork may modify these Guidelines without prior
notice to you, and any revisions to these Guidelines will take effect when
posted on the Site, unless otherwise stated in the revised Guidelines. Please
check the Site often for updates.




1. UPWORK MARKS

The Upwork name and logo are trademarks of Upwork. These Guidelines explain the
terms under which you are allowed to use the “Upwork Marks”, which for purposes
of these Guidelines and the other Upwork Terms of Service means Upwork’s
trademarks, including the following:
Upwork

Up

Work Without Limits


Virtual Talent Bench
Project Catalog
Talent Scout
Upwork Enterprise
Elance
oDesk

Elance-oDesk


Private Talent Cloud
Talent Cloud
Work Differently
The Upwork Marks are among our most valuable assets. In order to preserve and
strengthen our identity, these Guidelines provide conditions of use and clear
instructions on proper use of the Upwork Marks.




2. USE OF UPWORK LOGO MARKS

The Upwork Marks that are also logos are also referred to in these Guidelines as
the “Upwork Logo Marks”. For example, the Upwork Logo Marks include:


You may not use an Upwork Logo Mark unless you have a written license, granted
by Upwork, permitting you to use the Upwork Logo Mark. If you have not been
granted such a license, then you must not use, copy, modify, distribute, or post
the Upwork Logo Mark for any reason. If you have such a license from Upwork Logo
Mark to use the Upwork Logo Mark, you must use the Upwork Logo Mark only as
licensed and only in accordance with these Guidelines.




3. USE OF OTHER UPWORK MARKS

You may use Upwork Marks other than the Logo Marks descriptively, provided you
adhere to these Guidelines, or as otherwise permitted by law.
Descriptive use includes instances where you are referring to Upwork or Upwork
services, such as “I registered on Upwork’s website today”, “I attended Upwork’s
Work Without Limits Executive Summit”, or “Upwork Enterprise services have saved
my company money.”
Keep these principles in mind as well:
 * 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

Unless you have written permission from Upwork, you must never use any Upwork
Mark:
 * 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.

Even if you have permission to use an Upwork Logo Mark, you must never use any
Upwork Logo Mark:
 * 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

You may not use screenshots of or videos of navigation of the Site (as defined
in the Site Terms of Use) or other works copyrighted by Upwork without Upwork’s
written permission. Rights to screenshots of user profiles, communications, and
work product on Upwork may need to be obtained from the User. You may not use
such screenshots anywhere for any purpose without written authorization. Upwork
cannot grant you permission to use screenshots that include third-party content.


UPWORK'S VIRTUAL PATENT MARKING


VERSION 1.0

EFFECTIVE AUGUST 7, 2020

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Upwork Global Inc.’s products and services, whether accessed at www.upwork.com
and/or via an application, are protected in the United States and elsewhere by
one or more of the U.S. Patent(s) listed herein and patents pending. Upwork
Global Inc. provides this webpage to satisfy the virtual patent marking
provisions of various jurisdictions, including to serve as notice under 35
U.S.C. § 287(a), as amended by the America Invents Act.
Upwork Global Inc.’s Upwork marketplace offering, including the Enterprise,
Business, Plus, and Basic service offerings, whether accessed at www.upwork.com
or via an application, are covered by U.S. Patent Nos.: 6,859,523; 6,938,048;
7,069,242; 7,155,400; 8,073,762; 8,380,709; 8,700,614; 8,706,607; 9,117,178;
9,117,180; 9,529,788; 9,672,491; 9,842,312; 9,940,594; 10,083,422; 10,102,501;
10,121,153; 10,152,695; 10,204,074; 10,223,653; 10,430,763; 10,489,745;
10,635,412; 10,650,332; and other patents pending. Upwork Global Inc.’s Upwork
managed service offering is covered by U.S. Patent Nos.: 6,859,523; 6,938,048;
7,069,242; 7,155,400; 8,073,762; 8,380,709; 8,700,614; 8,706,607; 9,117,178;
9,117,180; 9,529,788; 9,672,491; 9,842,312; 9,940,594; 10,083,422; 10,102,501;
10,121,153; 10,152,695; 10,204,074; 10,223,653; 10,430,763; 10,489,745;
10,635,412; 10,650,332; and other patents pending. Upwork Global Inc.’s Upwork
Direct Contract service offering is covered by U.S. Patent No. 10,121,153; and
other patents pending.
Other products and services not listed here may be protected by one or more
patents in the United States and elsewhere.







PROPRIETARY RIGHTS INFRINGEMENT REPORTING PROCEDURES


VERSION 1.5

EFFECTIVE DECEMBER 6, 2021

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Upwork Global Inc. (“Upwork,” “our,” “us,” or “we”) respects the intellectual
property rights of others and seeks to offer a platform which contains no
content that violates those rights. To promote these objectives, we provide a
process for submission of complaints concerning content posted by our users. Our
policy and procedures are described and referenced below.

Copyright Infringement Claims
Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”),
Upwork has procedures for receiving written notification of claimed copyright
infringement. Upwork has also designated an agent to receive notices of claimed
copyright infringement. If you believe in good faith that your copyright has
been infringed, you may submit a written communication that contains all of the
following:
 1. An electronic or physical signature of the person authorized to act on
    behalf of the owner of the copyright interest.
 2. 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.
 3. 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.
 4. Your email address and your mailing address and/or telephone number.
 5. 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.
 6. 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.

Upwork’s Legal Department is its designated agent under the DMCA. Please submit
your notice to Upwork’s Legal Department by submission of this online form or by
email to legalnotices@upwork.com.

In response to a notice, Upwork may remove or disable access to the allegedly
infringing material, and take such other actions Upwork deems appropriate in its
sole discretion. Please bear in mind that you may be liable for damages
(including costs and attorneys’ fees) if you materially misrepresent that
material is infringing. If we remove or disable access, we will attempt to
contact the poster of the allegedly infringing material so that the poster may
provide a counter notification (the “Counter-Notice”) as described below.
If you believe that a notice of copyright infringement has been improperly
submitted against you, you may submit a Counter-Notice, pursuant to Sections
512(g)(2) and (g)(3) of the DMCA. You may provide a written communication that
contains all of the following:
 1. Your physical or electronic signature.
 2. Identification of the material removed or to which access has been disabled,
    including the specific URL or link.
 3. 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.
 4. 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.

Please submit your Counter-Notice to Upwork’s Copyright Agent by submission of
this online form or by email to legalnotices@upwork.com.
Trademark and Other Intellectual Property Right Infringement Notices
For claims of trademark infringement or other claims of intellectual property
infringement, you must similarly provide us with clear information about the
location of the allegedly infringing work, including the URL or link where the
work is located; complete information about your trademark or other intellectual
property rights, including identifying the trademarked word(s) or symbol(s),
trademark registration number(s), and a direct link to the trademark record(s),
if available; and your contact information (name, physical address, email
address and telephone number). Please also indicate your relationship to the
trademark holder, including whether you are the trademark holder or whether you
are an authorized representative for the holder.
Please submit your notice to Upwork’s Legal Department by submission of this
online form or by email to legalnotices@upwork.com.


PRIVACY POLICY


VERSION 5.2

EFFECTIVE SEPTEMBER 26, 2022

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TABLE OF CONTENTS

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This Privacy Policy tells you Upwork Global Inc.'s (“Upwork”) policies and
procedures for the collection, use, and disclosure of information through
www.upwork.com (“Site”). It includes websites, features, applications, widgets,
or online services owned or controlled by Upwork and that post a link to this
Privacy Policy (together with the Site, the “Service”). It also includes any
information Upwork collects offline in connection with the Service.
This Privacy Policy describes the choices available to you for the use of, your
access to, and how to update and correct your personal information . This
Privacy Policy incorporates by reference the Upwork Global Data Processing
Agreement. Note that we combine the information we collect from you from the
Site, through the Service generally, or offline.
If you have an unresolved privacy or data use concern that we have not addressed
to your satisfaction, please contact our U.S.-based third-party dispute
resolution provider free at https://feedback-form.truste.com/watchdog/request .
Certain features or services referenced in this Privacy Policy may not be
offered on the Service at all times. Please also review our Terms of Service,
which governs your use of the Service, and which is accessible at
https://www.upwork.com/legal/terms/.
We’ve provided short summaries in this Privacy Policy (in italics throughout) to
help you understand what information we collect, how we use it, and what choices
or rights you may have. While these summaries help explain some of these
concepts in a simple and clear way, we encourage you to read the entire Privacy
Policy to understand our data practices.




TABLE OF CONTENTS

 1. 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

 2. Use of Information
 3. Data Retention
 4. 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

 5.  Third Party Analytics Providers, Ad Servers and Similar Third Parties
 6.  Your Choices and Rights
 7.  Security
 8.  International Transfers of Personal Information
 9.  Privacy Shield Notice
 10. Links to Other Sites
 11. Public Profile
 12. Phishing
 13. California and Nevada Residents – Your Privacy Rights
 14. Changes to this Policy
 15. Contacting Us
 16. Supplemental Privacy Notice for California Residents





1. INFORMATION COLLECTION

Users of the Service may be Clients, Freelancers, or Agencies, or Site Visitors
(as each is defined in the User Agreement ).
Information You Provide to Us
When you use the Service, you may provide us with information about you. This
may include your name and contact information, financial information to make or
receive payment for services obtained through the Upwork platform, or
information to help us fill out tax forms. When you use the Service, we may also
collect information related to your use of the Service and aggregate this with
information about other users. This helps us improve our Services for you. You
may also provide us with information about your contacts or friends if, for
example, you’d like to add those contacts to a message room. Agencies may also
provide us with information about Freelancers associated with the Agency.
 * 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.

You do not have a statutory obligation to provide us with any information, but
you may have a contractual obligation to do so, and if we do not receive certain
information from you, then we will not be able to provide our Service to you. If
you have any questions regarding whether provision of information is mandatory
and the consequences for withholding such information, please contact us using
the contact information below.
Information Received from Third Parties
Third parties may also give us information about you. If we combine that
information with information about you collected through the Service, we will
still treat that combined information as set forth in this Privacy Policy.
We also may receive information about you from third parties. For example, we
may supplement the information we collect with outside records or third parties
may provide information in connection with a co-marketing agreement or at your
request (such as if you choose to sign in with a third-party service). If we
combine the information we receive from others with information we collect
through the Service, we will treat the combined information as described in this
Privacy Policy.
Information Collected Automatically
Like other online companies, we receive technical information when you use our
Services. We use these technologies to analyze how people use the Service, to
improve how our Site functions, to save your log-in information for future
sessions, and to serve you with advertisements that may interest you.
We and our third party service providers, including analytics and third party
content providers, may automatically collect certain information from you
whenever you access or interact with the Service. This information may include,
among other information, 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. We may combine this automatically collected log information with other
information we collect about you. We do this to improve services we offer you,
and to improve marketing, analytics, and site functionality.
The information we collect also includes the Internet Protocol (“IP”) address or
other unique device identifier (“Device Identifier”) for any device (computer,
mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a
number that is automatically assigned or connected to the device you use to
access the Service, and our servers identify your device by its Device
Identifier. Some mobile service providers may also provide us or our third party
service providers with information regarding the physical location of the device
used to access the Service.
Upwork and its partners use cookies or similar technologies to analyze trends,
administer the website, track users’ movement around the website, the desktop
app, and the mobile app, and to gather demographic information about our user
base as a whole. The technology used to collect information automatically from
Upwork Users may include the following:
 * 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.

In addition, we and our marketing partners, affiliates, analytics, and service
providers may use a variety of other technologies (such as tags) that collect
similar information for security and fraud detection purposes and we may use
third parties to perform these services on our behalf.
HOW WE RESPOND TO DO NOT TRACK SIGNALS
Upwork does not respond to Do-Not-Track signals.
Please note that your browser setting may allow you to automatically transmit a
“Do Not Track” signal to websites and online services you visit. There is no
consensus among industry participants as to what “Do Not Track” means in this
context. Like many websites and online services, Upwork does not alter its
practices when it receives a “Do Not Track” signal from a visitor’s browser. To
find out more about “Do Not Track,” please visit http://www.allaboutdnt.com .
The General Data Protection Regulation: Data Processing Agreement
To streamline compliance with the General Data Protection Regulation (“GDPR”),
Upwork has posted a Data Processing Agreement (“DPA”) governing the relationship
between the Customer (as defined in the DPA) acting as a data controller or
processor, as applicable (and as defined in the DPA), of personal data under
European Data Protection Legislation; and Upwork (acting as a data processor or
subprocessor, as applicable).
Unless otherwise agreed to in writing by you and Upwork, to the extent Upwork
processes any EU personal data for you as a controller (as defined by the
General Data Protection Regulation (EU) 2016/679) in your role as a Customer,
the Data Processing Agreement applies.
Work Diaries and Work View
We collect information about a Freelancer’s work for a Client, including
automatically collected information about work on a particular project. If a
Freelancer enables Work Diaries, we will share Work Diaries with the relevant
Client and Agency. We tell Freelancers when we are capturing information for the
Work Diary and allow Freelancers to block such data sharing.
As part of the Service, when enabled by a Freelancer, we collect information
about a Freelancer’s work on a project for a Client. This feature is known as
Work Diary. Work Diaries include information provided by the Freelancer, such as
a memo, as well as automatically gathered information about work on a project,
such as number of mouseclicks and keyboard strokes and regularly taken
screenshots (which may include a webcam picture of you if you have enabled this
feature in your settings). In order to use Work Diaries, you must download and
install the Team App software from www.upwork.com .
We will share information contained in Work Diaries with the relevant Client and
with any manager or administrator of any applicable Freelancer Agency. We inform
Freelancers each time we capture information for Work Diary. As set forth in our
Terms of Service, End User License Agreement, and help pages on the Site, a
Freelancer may choose to block or delete the screen shot and associated data for
a recorded work interval, but then the Freelancer may not be paid for that work
interval. Upwork may use de-identified or aggregated information from Work
Diaries for statistical analysis, product development, marketing and research.
User Profiles
Freelancers may create a profile, with certain or all information publicly
available. Clients and Agencies may also create organization profiles.
You may have the opportunity to create a profile, which consists of information
about you, and may include Personal Information, 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, feedback/rating information and other information, including your
username (“Profile”). The information in your Profile may be visible to all
Upwork Users and the general public subject to the privacy choices you make
within your Upwork Profile. If you choose to make your profile publicly visible,
your profile will be visible to the entire Internet, including clients,
freelancers, visitors, and search engines such as Google and Bing, and may
appear on Upwork partners' sites. You may edit certain information in your
Profile via your account and may choose to limit who is able to view certain
content you post to your Profile. Clients and Agencies of associated individual
users or companies may also have the opportunity to create an organization
Profile. If, in any case, you believe that an unauthorized profile has been
created about you, you can request for it to be removed by contacting us at
https://support.upwork.com or legalnotices@upwork.com.
Identity Verification
We place a premium on trust in our Service, so we may take steps to verify your
identity.
Before a Freelancer can complete registration on the Service, or at any time
thereafter, we may request or re-request identity verification. Without limiting
the manner in which we request identity verification, we may require Freelancers
to participate in a video call after submitting their government issued ID to
enable us to confirm that the Freelancer is indeed the individual in the ID. We
may record such video calls and take screenshots of the user during the call.
Upwork may use the information obtained from Identity Verification for purposes
of verifying your identity, enforcing our Terms of Service and other agreements,
and preventing fraud.
Messaging
Freelancers, Agencies, and Clients may communicate with each other through the
Service. For example, Freelancers, Agencies, and Clients may wish to discuss
Client needs and Freelancer work proposals. If you communicate with an Agency or
Client, that Agency or Client will also be a “data controller” with respect to
such communications.
Community Forums
We may offer public forums or blogs. If you participate, your comments and
questions will be publicly displayed.
The Service may provide you the opportunity to participate and post content
publicly in forums, on blogs, through interactive features on Upwork and through
other communication functionality (“Community Forums”). You may choose, through
such features or otherwise, to submit or post questions, comments, or other
content (collectively, “User Forum Content”). Please note that certain
information, such as your name and Profile may be publicly displayed on the
Service along with your User Forum Content. Please note that your use of
Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
Note that anything you post to a Community Forum is public — others will have
access to your User Forum Content and may use it or share it with third parties.
If you choose to voluntarily disclose Personal Information in your User Forum
Content or use Community Forums to link to your Profile, that information will
be considered public information and the protections of this Privacy Policy will
not apply .
To request removal of your personal information from our blog or community
forum, contact us at https://support.upwork.com or legalnotices@upwork.com . In
some cases, we may not be able to remove your Personal Information, in which
case we will let you know if we are unable to do so and why.
Testimonials
We display personal testimonials of satisfied customers on our Service, in
addition to other endorsements. With your consent we may post your testimonial
along with your name. If you wish to update or delete your testimonial, you can
contact us at https://support.upwork.com or legalnotices@upwork.com.
Work Listings Through the Service
If you choose to post a work listing via the Service as a Client, the contents
of such listing will be viewable publicly, unless you designate the listing as
only viewable through the Service or as private using the settings available on
the applicable website. Work listings include information such as budget,
location, history of work listing(s) by the Client, the names of other
Freelancers performing work for the Client, Client feedback and rating
information and timing of project performance.
Feedback
We collect public and private feedback from Upwork Users about their experience
with other Upwork Users of our Service. Please note that any public feedback
that you provide via the Service about your experience with other Upwork Users
of our Service or that is provided about you by other Users is publicly viewable
via the Service. On rare occasions, we may remove feedback pursuant to the
relevant provisions of our Terms of Service, including the Terms of Use . Any
private feedback that you provide via the Service about your experience with
other Upwork Users of our Service or that is provided about you by other Users
will not be publicly viewable via the Service.
We also collect feedback from Users about our Service. We use this information
to respond to your inquiries, improve the Service and how our Site functions,
and develop new products and features.

Email to Friends and Referral Program
Upwork lets you send project postings to friends via email. Upwork also offers
the ability to send friends emails about providing or purchasing services
through the Service. You should only provide Upwork contact information from
individuals who are familiar to you and with their consent. If you choose to use
either feature, your friend’s email address will be used to send the requested
posting and your email address will be used to copy you on the message to your
friend or to send the message on your behalf. Upwork stores this information for
the sole purpose of sending this one-time email and tracking the success of our
referral program.
Your friend may contact us at https://support.upwork.com or
legalnotices@upwork.com to request that we remove this information from our
database.
Social Networking Services
You may register for an account directly with our Site, or through a social
networking service. If you register with a social networking service (or later
link your account to one), we will collect certain information about you from
that social networking service, and what we collect depends on your privacy
settings with that social networking service. The Service may also allow you to
“like” or share content with social networking services.
You may register to join the Service directly via the Service or by logging into
your account with a third party social networking service (“SNS”) via our
Service (e.g., Facebook, Github and other third party services that let you sign
in using your existing credentials with those services). If you choose to
register via an SNS, or to later link your account with the Service to your
account with an SNS, we will use the Personal Information you have provided to
the SNS (such as your name, email address, gender and other information you make
publicly available via the SNS) to create your account. Note that the
information we collect from and through an SNS may depend on the privacy
settings you have set with the SNS and the permissions you grant to us in
connection with linking your account with the Service to your account with an
SNS. Other than what we may share with the SNS as described below, the Personal
Information an SNS has about you is obtained by the SNS independent of our
Service, and Upwork is not responsible for it.
The Upwork Service also may permit additional interactions between it and a
third party website, service, or other content provider, such as enabling you to
“like” or share content to a third party SNS. If you choose to “like” or share
content, or to otherwise share information from or via our Service with a third
party site or service, that information may be publicly displayed, and the third
party may have access to information about you and your use of our Service (and
we may have access to information about you from that third party). These
features may collect your IP address, which page you are visiting on our site,
and may set a cookie to enable the feature to function properly. Your
interactions with third parties through an SNS or similar features are governed
by the respective privacy policies of those third parties.
You represent that you are entitled to use your SNS account for the purposes
described herein without breach by you of any of the terms and conditions that
govern the SNS, and without obligating Upwork to pay any fees or making Upwork
subject to any usage limitations imposed by such SNS. You can disable the link
between your Upwork account and your SNS account at any time through the
“Settings” section of our Service. Please note that your relationship with any
SNS is governed solely by your agreement(s) with such SNS. If your SNS account
terminates, then functions enabled through the link between your Upwork account
and your SNS account will terminate as well.
SMS Terms of Service
US Short Code Terms of Service
Upwork Alerts
 * For users who opt-in, the Upwork Alerts SMS program sends helpful reminders
   related to activity on the Upwork platform and other marketing and
   promotional messages such as event invitations and job posting support.
 * Users may opt-in to the program by texting “JOIN” to UPWORK. The number of
   messages received may vary based on user activity. Messaging and data usage
   rates may apply to all text messages between you and Upwork. If you have any
   questions about your text plan or data plan, it is best to contact your
   wireless provider. This program is provided as a service to you, and neither
   Upwork nor your mobile carrier will be responsible or liable for delayed or
   undelivered messages.
 * You can cancel the SMS service at any time by texting "STOP" to UPWORK. After
   you send the SMS message "STOP" to us, you will receive an SMS message
   confirming that you have been unsubscribed and you should no longer receive
   marketing SMS messages from us. To opt-in again, just sign up as you did the
   first time and we will start sending SMS messages to you again.
 * If you are experiencing issues with the messaging program, you can reply with
   the keyword “HELP” for more assistance, or you can get help directly at
   support.upwork.com.


2. USE OF INFORMATION

We use information collected through the Service to provide and improve the
Service, process your requests, prevent fraud, provide you with information and
advertising that may interest you, comply with the law, and as otherwise
permitted with your consent.
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.

We use your Personal Information for the purposes described above:
 * 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

Unless you request that we delete certain information (see Your Choices and
Rights below), we retain government-issued identification documents you submit
to verify your identity for 40 days, selfies you submit to verify your identity
for 180 days, a copy of the headshot image from your identity document for 5
years, and other information we collect for at least 5 years. Your information
may persist in copies made for backup and business continuity purposes for
additional time. If you choose to provide us with Personal Information, we
encourage you to routinely update the data to ensure that we have accurate and
up-to-date information about you.


4. INFORMATION SHARING AND DISCLOSURE

We may share information about you to provide the Services, for legal and
investigative purposes, in connection with sweepstakes and promotions, or if we
are part of a merger or acquisition. We may also share non-identifying
information with third parties. You have choices as to whether we share your
personal information with third parties for their own marketing purposes.
We may share aggregated Non-Identifying Information and we may otherwise
disclose Non-Identifying Information (including, without limitation, Hashed
Information) to third parties. We do not share your Personal Information with
third parties for those third parties’ marketing purposes unless we first
provide you with the opportunity to opt-in to or opt-out of such sharing. We may
also share the information we have collected about you, including Personal
Information, as disclosed at the time you provide your information, with your
consent, as otherwise described in this Privacy Policy, or in the following
circumstances:
 * 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. By
   participating in a Promotion, you are agreeing to the official rules that
   govern that Promotion, which may contain specific requirements of you,
   including, except where prohibited by law, allowing the sponsor(s) of the
   Promotion to use your name, voice, likeness, or other indicia of persona in
   advertising or marketing associated with the Promotion. If you choose to
   enter a Promotion, your Personal Information may be disclosed to third
   parties or the public in connection with the administration of such
   Promotion, including, without limitation, in connection with winner
   selection, prize fulfillment, and as required by law or permitted by the
   Promotion’s official rules, such as on a winner’s list.


5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES

We may work with advertising agencies and vendors who use technology to help us
understand how people use our Site. These vendors may use technologies to serve
you advertisements that may interest you. You can choose to opt out of receiving
interest-based advertising.
Upwork works with (or may in the future work with) network advertisers, ad
agencies, analytics service providers and other vendors to provide us with
information regarding traffic on the Service, including pages viewed and the
actions taken when visiting the Service; to serve our advertisements on other
websites, within mobile apps and elsewhere online; and to provide us with
information regarding the use of the Service and the effectiveness of our
advertisements. Our service providers may collect certain information about your
visits to and activity on the Service as well as other websites or services,
they may set and access their own tracking technologies on your device
(including cookies and web beacons ), and may use that information to show you
targeted advertisements. Some of these parties may collect Personal Information
when you visit the Service or other online websites and services. We may also
share certain Non-Identifying Information with these parties, including Hashed
Information, in connection with the services they provide to us. If you wish to
opt out of interest-based advertising, click here (or if located in the European
Union, click here ). If you choose to opt out, please note you will continue to
receive generic ads.
While we may use a variety of service providers to perform advertising services,
some of these companies are members of the Network Advertising Initiative
(“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for
Online Behavioral Advertising. You may want to visit
http://www.networkadvertising.org/managing/opt_out.asp , which provides
information regarding targeted advertising and the “opt-out” procedures of NAI
members. You may also want to visit http://www.aboutads.info/choices/ , which
provides information regarding targeted advertising and offers an “opt-out” by
participating companies in the DAA Self-Regulatory Program.


6. YOUR CHOICES AND RIGHTS

According to applicable law, you may have certain choices and rights associated
with your personal information.
Communication Preferences.
 * Registered Upwork Users may update their choices regarding the types of
   communications you receive from us through your online account.
 * You may opt-out of receiving marketing emails from us by following the
   opt-out instructions provided in those emails. Please note that we reserve
   the right to send you certain communications relating to your account or use
   of the Service (for example, administrative and service announcements) via
   email and other means and these transactional account messages may be
   unaffected if you opt-out from receiving marketing communications.
 * You may opt-out of receiving text messages by replying “STOP” to any text
   message received.
 * Registered Upwork Users who access the Service by using an Upwork mobile
   application may, with permission, receive push notifications. Similarly,
   registered Upwork Users who access the Service by using certain desktop
   browsers may, with permission, receive push notifications. Notification
   preferences can be modified in the settings menu for the mobile application
   or the applicable browser.

Data Subject Rights.
In accordance with applicable law, you may have the right to:
 * Access Personal Information about you, including: (i) confirming whether we
   are processing your personal information; (ii) obtaining access to or a copy
   of your personal information.
 * Request Correction of your personal information where it is inaccurate,
   incomplete or outdated. In some cases, you can update your personal
   information within your Upwork account by logging in and visiting
   settings/user settings.
 * Request Deletion, Anonymization or Blocking of your personal information when
   processing is based on your consent or when processing is unnecessary,
   excessive or noncompliant. Note that if your information is deleted, then
   your account may become deactivated. If your account is deactivated or you
   ask to close your account, you will no longer be able to use the Service. If
   you would like to close your account in our system, you can do so through the
   Upwork Service (once you have logged in, visit settings / user settings, and
   then click on the close my account link).
 * Request Restriction of or Object to our processing of your personal
   information when processing is noncompliant.
 * Withdraw your Consent to our processing of your personal information. If you
   refrain from providing personal information or withdraw your consent to
   processing, some features of our Service may not be available.
 * Request data portability and receive an electronic copy of personal
   information that you have provided to us.
 * Be informed about third parties with which your personal information has been
   shared.
 * Request the review of decisions taken exclusively based on automated
   processing if that could affect data subject rights.

Please see our Privacy Center for more information or to submit a request to us
regarding your Personal Information. Upwork uses automated means to calculate
the Job Success Score of Freelancers. If you believe that our services have
miscalculated your Job Success Score or you would like to exercise any other
rights with regard to your Personal Information, please email us at
privacyrequests@upwork.com for assistance. We may be able to assist you by
conducting a manual review of your Job Success Score, such as by assessing
whether the information you’ve provided us is accurate. While we strongly
encourage you to first raise any questions or concerns about your Personal
Information directly with us, you have a right to lodge a complaint with the
relevant supervisory authority and to seek judicial remedy.
We will use commercially reasonable efforts to honor your requests for deletion;
however, certain information will actively persist on the Service even if you
close your account, including information in your Work Diaries and messages you
posted to the Service. In addition, the rights described above may be limited,
for example, if fulfilling your request would reveal personal information about
another person, or if you ask us to delete information we are required by law to
keep or have compelling legitimate interests in keeping (such as for fraud
prevention purposes). Your Personal Information may remain in our archives and
information you update or delete, or information within a closed account, may
persist internally for our administrative purposes, to the extent permitted by
law. In addition, we typically will not remove information you posted publicly
through or on the Service. Bear in mind that neither you nor Upwork can delete
all copies of information that has been previously shared with others on the
Service.


7. SECURITY

We take a number of steps to protect your data, but no security is guaranteed.
Upwork takes commercially reasonable steps to help protect and secure the
information it collects and stores about Upwork Users. All access to the Site is
encrypted using industry-standard transport layer security technology (“TLS”).
When you enter sensitive information (such as tax identification number), we
encrypt the transmission of that information using secure socket layer
technology (“SSL”). We also use HTTP strict transport security to add an
additional layer of protection for our Upwork Users. But remember that no method
of transmission over the Internet, or method of electronic storage, is 100%
secure. Thus, while we strive to protect your Personal Information, Upwork
cannot ensure and does not warrant the security of any information you transmit
to us.


8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION

Because we are a U.S. company, we process and store your information in the
United States and our service providers may process and store it elsewhere.
Upwork is a U.S. company. If you are located outside the United States and
choose to provide information to us, Upwork transfers Personal Information to
the United States for processing, and our service providers may process Personal
Information in the United States and elsewhere. These countries may not have the
same data protection laws as the country in which you initially provided the
information. When we transfer your information to the United States, we will
protect it as described in this Privacy Policy.
When we transfer Personal Information from territories in the EEA or with
similar laws to our affiliates or service providers in the United States and
elsewhere outside the EEA, we rely on approved data transfer mechanisms, which
may include standard contractual clauses approved by the European Commission and
the Privacy Shield, as described below. You may request a copy of the standard
contractual clauses relevant to your Personal Information, if any, using the
contact information below.


9. PRIVACY SHIELD NOTICE

Upwork and its affiliates Upwork Inc., Upwork Escrow Inc., Elance, Inc., and
Upwork Talent Group, Inc. have certified that their U.S. operations adhere to
the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with
respect to the Personal Information that they receive in reliance on the Privacy
Shield. Our Privacy Shield certification is available at
https://www.privacyshield.gov/list . To learn more about the Privacy Shield
program, please visit https://www.privacyshield.gov .
In light of the judgment of the Court of Justice of the EU in Case C-311/18,
Upwork does not rely on the Privacy Shield as a legal basis for the transfer of
personal data, however, when Upwork or one of its affiliates receives Personal
Information under the Privacy Shield and then transfers it to a third party
service provider acting as an agent on their behalf, Upwork or its affiliate may
have certain responsibility under the Privacy Shield if both (i) the agent
processes the information in a manner inconsistent with the Privacy Shield and
(ii) Upwork or its affiliate is responsible for the event giving rise to the
damage.
Covered European residents should contact Upwork at the contact information
below regarding Upwork’s or its affiliates' compliance with the Privacy Shield.
Upwork will attempt to answer your questions and satisfy your concerns in a
timely and complete manner as soon as possible. If, after discussing the matter
with Upwork, your issue or complaint is not resolved, Upwork and the above-named
affiliates have agreed to participate in the Privacy Shield independent dispute
resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK
FIRST.
For other Personal Information Upwork or its affiliates receive under the
Privacy Shield, Upwork and its affiliates have committed to refer unresolved
privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to
an independent dispute resolution mechanism, JAMS Privacy Shield Dispute
Resolution, operated by JAMS. If you do not receive timely acknowledgment of
your complaint, or if your complaint is not satisfactorily addressed, please
visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to
file a complaint.
If your complaint still is not resolved through these channels, under limited
circumstances, an additional binding arbitration option may be available before
a Privacy Shield panel, as described at https://www.privacyshield.gov. Every
individual also has a right to lodge a complaint with the relevant supervisory
authority.


10. LINKS TO OTHER SITES

Our Service contains links to other websites. If you choose to click on a third
party link, you will be directed to that third party’s website. The fact that we
link to a website is not an endorsement, authorization or representation of our
affiliation with that third party, nor is it an endorsement of their privacy or
information security policies or practices. We do not exercise control over
third party websites. These other websites may place their own cookies or other
files on your computer, collect data or solicit Personal Information from you.
We encourage you to read the privacy policies or statements of the other
websites you visit.


11. PUBLIC PROFILE

The profile you create on our Site will be publicly accessible unless otherwise
indicated. This means it will be visible to the entire Internet, including
clients, freelancers, visitors, and search engines such as Google and Bing, and
may appear on Upwork partners' sites. You may change the privacy settings of
your profile through your account portal.


12. PHISHING

Phishing websites imitate legitimate websites in order to obtain personal or
financial information. Identity theft and the practice currently known as
“phishing” are of great concern to Upwork. For more information about phishing,
visit the website of the Federal Trade Commission at
http://www.consumer.ftc.gov/articles/0003-phishing . In addition, if you believe
you have received an email or had a similar interaction with a third party
pretending to be Upwork, please report it at https://support.upwork.com .


13. CALIFORNIA AND NEVADA RESIDENTS – YOUR PRIVACY RIGHTS

NOTICE FOR CALIFORNIA RESIDENTS
Please see the Supplemental Notice for California Residents below for additional
details on rights available to California residents, and how to exercise such
rights.
NOTICE FOR NEVADA RESIDENTS
Under Nevada law, certain Nevada residents may opt out of the sale of
“personally identifiable information” for monetary consideration to a person for
that person to license or sell such information to additional persons.
“Personally identifiable information” includes first and last name, address,
email address, phone number, Social Security Number, or an identifier that
allows a specific person to be contacted either physically or online.
We do not engage in such activity; however, if you are a Nevada resident who has
purchased or leased goods or services from us, you may submit a request to opt
out of any potential future sales under Nevada law by emailing
privacyrequests@upwork.com. Please note we will take reasonable steps to verify
your identity and the authenticity of the request. Once verified, we will
maintain your request in the event our practices change.


14. CHANGES TO THIS POLICY

We may change this Privacy Policy. If we make substantial changes, we will
provide notice.
Upwork may update this Privacy Policy at any time and any changes will be
effective upon posting. In the event that there are substantial changes to the
way we treat your Personal Information, we will display a notice through the
Services prior to the change becoming effective. We may also notify you by
email, in our discretion. However, we will use your Personal Information in a
manner consistent with the Privacy Policy in effect at the time you submitted
the information, unless you consent to the new or revised policy.


15. CONTACTING US

If you have any questions about this Privacy Policy, please contact us at
https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to
Upwork, Attn: Legal, 655 Montgomery Street Suite 490, DPT 17022, San Francisco,
CA 94111-2676, USA.
If you are in the United Kingdom and contacting us does not resolve your
inquiry, you may contact our UK representative under the following contact
details via mail at: VeraSafe United Kingdom Ltd. 37 Albert Embankment, London
SE1 7TL, United Kingdom.
If you are located in the EEA, for the purposes of Article 27 of the GDPR, you
may contact our EU representative under the following contact details via mail
at: VeraSafe Ireland Ltd. Unit 3D North Point House, North Point Business Park,
New Mallow Road, Cork T23AT2P, Ireland.
You may also reach our UK and/or EEA Representatives via completing this form.



16. SUPPLEMENTAL PRIVACY NOTICE FOR CALIFORNIA RESIDENTS

This Supplemental Privacy Notice for California Residents supplements the
information in our Privacy Policy above, and except as provided herein, applies
solely to California residents. It applies to personal information we collect on
or through the Service and through other means (such as information collected
offline, in person, and over the telephone). It does not apply to personal
information we collect from our employees or job applicants in their capacity as
employees and job applicants. It also does not apply to information we collect
about businesses that use our Service -- including any employees, owners,
directors, officers, or contractors of those businesses -- in the course of our
provision or receipt of business-related services.
Summary of Information We Collect
California law requires us to disclose information regarding the categories of
personal information that we have collected about California consumers (as that
term is defined in the California Consumer Privacy Act ("CCPA")), the categories
of sources from which the information was collected, the business or commercial
purposes (as those terms are defined by applicable law) for which the
information was collected, and the categories of parties with whom we share
personal information.
We or our service providers may collect the below categories of information for
the following business or commercial purposes (as those terms are defined in
applicable law):
 * Providing the Service (e.g., account servicing and maintenance, matching
   freelancer talent with client needs, customer service, advertising and
   marketing, analytics, and communication about the Service);
 * Our or our service providers' operational purposes;
 * Auditing consumer interactions on our site (e.g., measuring ad impressions);
 * Detecting, protecting against, and prosecuting privacy and security incidents
   and fraudulent or illegal activity;
 * Bug detection, error reporting, and activities to maintain the quality or
   safety of our Service;
 * Investigating compliance with, enforcing, and/or complying with the law;
 * Short-term, transient use, such as customizing content that we or our service
   providers display on the Service;
 * Improving our existing Service and developing new services (e.g., by
   conducting research to develop new products or features);
 * Other uses that advance our commercial or economic interests, such as third
   party advertising and communicating with you about relevant offers from us or
   third party partners;
 * Other uses about which we notify you.

Examples of these types of uses are identified below. We may also use the below
categories of personal information for compliance with applicable laws and
regulations, and we may combine the information we collect (“aggregate”) or
remove pieces of information (“de-identify”) to limit or prevent identification
of any particular user or device.
Categories of Personal Information We Collect
Categories of Sources
Examples of Uses
Categories of Third Parties With Which We May Share That Information
Identifiers (such as account information, name, email address, address, phone
number, social network account and profile data, biometric identifiers or
information such as a facial photograph, selfie, government-issued
identification, or Service interaction data)
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers and other users)

Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Personalizing content
Marketing and advertising
Administering promotional activities
Communicating with you
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client),
Agencies, Upwork Payroll vendors, and government agencies
Affiliates

Commercial information (such as transaction data)
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers and other users)
Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Personalizing content
Marketing and advertising
Communicating with you
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client), Agencies, Upwork Payroll vendors,
and government agencies
Affiliates


Financial data (such as payment information)
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers)
Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Communicating with you
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client), Agencies, Upwork Payroll vendors,
and government agencies
Affiliates


Internet or other network or device activity (such as IP address, unique device
and app identifiers, browsing history or other usage data)
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers)
Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Personalizing content
Marketing and advertising
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client), Agencies, Upwork Payroll vendors,
and government agencies
Affiliates


General Location information
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers)
Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Personalizing content
Marketing and advertising
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client), Agencies, Upwork Payroll vendors,
and government agencies
Affiliates


Sensory information (such as audio recordings if you call our customer service,
video recording (if you provide permission), or screenshots from Work Diaries)
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers)
Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client), Agencies, Upwork Payroll vendors,
and government agencies
Affiliates


Other information that identifies or can be reasonably associated with you (such
as user generated content, e.g. community posts, feedback and job postings, in
each case, when the content can be used to identify you)
You
Your use of the Service/automatically collected from you
Affiliates
Third Parties (such as agents/service providers)
Providing the Service, including to process your transactions, address your
inquiries, provide assistance to you in using the Service, and in connection
with Upwork’s Enterprise Compliance and other premium offerings
Fixing and improving the Service
Personalizing content
Marketing and advertising
Administer promotional activities
Communicating with you
Preventing, detecting, investigating, and responding to possible fraud,
unauthorized access/use of the Service, breaches of terms and policies
Legal and investigative purposes, such as responding to lawful subpoenas or
other requests for information, in order to investigate compliance with, enforce
and/or comply with the law
Third parties, such as service providers, Clients (e.g. where a Freelancer makes
his/her information available to a Client), Agencies, Upwork Payroll vendors,
and government agencies
Affiliates
The public if you or other users post content publicly




Rights
If you are a California resident, you may have certain rights. California law
may permit you to request that we:
 * Provide you the categories of personal information we have collected or
   disclosed about you in the last twelve months; the categories of sources of
   such information; the business or commercial purpose for collecting or
   selling your personal information; and the categories of third parties with
   whom we shared personal information.
 * Provide access to and/or a copy of certain information we hold about you.
 * Delete certain information we have about you.

You may have the right to receive information about the financial incentives
that we offer to you, if any. You also have the right to not be discriminated
against (as provided for in applicable law) for exercising certain of your
rights.
If you would like to exercise any of these rights, please submit a request
through the Data Request Form available in our Privacy Center or email us at
privacyrequests@upwork.com. You will be required to verify your identity before
we fulfill your request. You can also designate an authorized agent to make a
request on your behalf. To do so, you must provide us with written authorization
or a power of attorney, signed by you, for the agent to act on your behalf. You
will still need to verify your identity directly with us.
Certain information may be exempt from such requests under applicable law. For
example, we need certain types of information so that we can provide the Service
to you. If you ask us to delete it, you may no longer be able to access or use
the Service.
The CCPA sets forth certain obligations for businesses that “sell” personal
information. Based on the definition of “sell” under the CCPA and under current
regulatory guidance, we do not believe we engage in such activity and have not
engaged in such activity in the past twelve months.
Accessibility
This Privacy Policy uses industry-standard technologies and was developed in
connection with the World Wide Web Consortium's Web Content Accessibility
Guidelines, version 2.1. If you wish to print this policy, please do so from
your web browser or by saving the page as a PDF.






PRIVACY CENTER


VERSION 3.1

EFFECTIVE SEPTEMBER 14, 2020

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The General Data Protection Regulation (GDPR) is a data privacy law that gives
residents of the European Economic Area (“EEA”) more clarity and control over
how their personal data is used. Personal data is anything that can directly or
indirectly identify a person, such as a photo, name, bank details, medical
information, computer IP address, and so on. This European-wide law replaces the
1995 Data Protection Directive 95/46/EC.
The California Consumer Privacy Act (CCPA) is a new data privacy law, effective
January 1, 2020, that applies to certain businesses and is intended to enhance
privacy rights and consumer protection for residents of California.
Learn more about how Upwork is complying with the GDPR and the CCPA in our
Privacy Policy.


WHAT DOES THIS MEAN FOR YOU AND UPWORK?
Upwork’s Legal and Information Security and Privacy teams have carefully
analyzed applicable privacy laws and regulations and undertaken the necessary
steps to ensure that Upwork is in compliance with their requirements.
We value our users’ privacy and their rights to control their personal data.
Regardless of where you call home, you may close your account or request the
deletion of all personal information we have about you at any time. However, we
will only be following the requirements outlined by the GDPR and the CCPA for
those living in the EEA and in California, respectively. If you live elsewhere,
we will be happy to consider your request to delete your data.
Upwork DATA PROCESSING AGREEMENT (“DPA”)
To streamline GDPR compliance, Upwork has posted a Data Processing Agreement
(“DPA”), governing the relationship between the Customer (as defined in the DPA,
acting as a data controller or processor, as applicable) of personal data under
European Data Protection Legislation; and Upwork (acting as a data processor or
subprocessor, as applicable).
Unless otherwise agreed to in writing by you and Upwork, to the extent Upwork
processes any EU personal data for you as a controller (as defined by the
General Data Protection Regulation (EU) 2016/679) in your role as a Customer,
the Data Processing Agreement applies.



HOW DO I SUBMIT A DATA REQUEST?
Depending on where you are located, you may have certain rights with regard to
your personal information. These rights may be limited, for example, if
fulfilling a request would reveal personal information about another person, or
if you ask us to delete information which we are required by law to keep or have
compelling legitimate interests in keeping (such as fraud prevention purposes or
record retention requirements under applicable laws). In addition, we typically
will not remove information you posted publicly or shared with others through or
on the Service, as neither you nor Upwork can delete all copies of information
that have been previously shared with others on the Service.
If you would like to request to close your account in our system, you can do so
through the Upwork Service (once you have logged in, visit settings / user
settings, and then click on the close my account link). In addition, you can
access, correct, or delete your personal information by making updates to that
information through your account. You can also submit a request to us regarding
your personal information by completing the below form or emailing
privacyrequests@upwork.com. Please note that if your information is deleted,
then your account may become deactivated. If your account is deactivated or you
ask to close your account, you will no longer be able to use the Service.
Click here to access the data request form.


ADDITIONAL RESOURCES
If you are likely to process EEA-based individuals’ personal data consider
checking out these resources:
 * Upwork Privacy Policy
 * Upwork Cookie Policy
 * Data Protection Self-Assessment (UK Information Commissioner’s Office)
 * GDPR FAQs for Small Organizations (UK Information Commissioner’s Office)
   


COOKIE POLICY


VERSION 1.3

EFFECTIVE AUGUST 4, 2022

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This policy describes how Upwork uses cookies and other related technologies
(collectively referred to as “cookies”) when you interact with us on
http://www.upwork.com (the “Site”) as set forth in the Upwork Privacy Policy.
By visiting or using the Site, you agree that we can use the cookies described
in this Cookie Policy. You can stop or update your cookie preferences by
changing the settings in your browser (more information on how to do this is
provided below) or adjusting the settings at the bottom of the homepage labeled
“Cookie Settings”. We may modify this Agreement without notifying you, so please
check back often for updates.
What are cookies?


Cookies are text files, containing small amounts of information, which are
downloaded to your browsing device (such as a computer or smartphone) when you
visit a website. Cookies can be recognized by the website that downloaded them,
or by other websites that use the same cookies. First- party cookies are cookies
that belong to Upwork, or are placed on your device by Upwork. Third-party
cookies are cookies that another party places on your browsing device through
our Site.
What are cookies used for?


Cookies do lots of different jobs, like helping us understand how the Site is
being used, letting you navigate between pages efficiently, remembering your
preferences, and generally improving your browsing experience. Cookies can also
help ensure marketing you see online is more relevant to you and your interests.
What types of cookies does Upwork use?


To provide you with the best browsing experience, Upwork uses the following
types of cookies: Strictly Necessary, Performance, Functional, and Targeting
Cookies. You can find out more about each cookie category in the sections below.
Strictly Necessary Cookies


These cookies are essential, as they enable you to move around the Site and use
its features, such as accessing secure areas. Without these cookies, some
services you have asked for such as payment submission can’t be provided. These
cookies cannot be switched off in our systems, because they are necessary for
Site functionality. While you can set your browser to block or alert you about
these cookies, some or all parts of the Site may not function.
Performance Cookies


These cookies collect information about how you use the Site, for example which
pages you go to most often and if you get error messages from certain pages.
These cookies gather only aggregated or anonymous information that does not
identify you.
Functionality Cookies


These cookies allow the Site to remember choices you make (such as your username
or the region you’re in). For instance, the Site uses functional cookies to
remember your language preference. These cookies can also be used to remember
changes you’ve made to text size, font and other parts of pages that you can
customize. They may also be used to provide services you’ve asked for such as
watching a video or commenting on a blog. They may be set by us or by third
party providers whose services we have added to our pages. If you do not allow
these cookies then some or all of these services may not function properly.
Targeting Cookies


These cookies are used to deliver advertisements that are more relevant to you
and your interests. They are also used to limit the number of times you see an
advertisement as well as help measure the effectiveness of an advertising
campaign. They remember that you have visited a website and this information may
be shared with other organizations such as advertisers. This means after you
have been to the Site you may see some advertisements about our services
elsewhere on the Internet.
How long will cookies stay on my browsing device?


The length of time a cookie will stay on your browsing device depends on whether
it is a “persistent” or “session” cookie. Session cookies will only stay on your
device until you stop browsing. Persistent cookies stay on your browsing device
until they expire or are deleted.
How to control and delete cookies through your browser



The browser you are using to view the Site can enable, disable or delete
cookies. To do this, follow the instructions provided by your browser (usually
located within the “Help,” “Tools'' or “Edit” functions). Please note that if
you set your browser to disable cookies, you may not be able to access certain
parts of the Site ( e.g. to apply for a job or post a job. Other parts of the
Site may also not work properly. You can find out more information about how to
change your browser cookie settings at www.allaboutcookies.org.
Also, you may update your cookie preferences by clicking the “Cookie Settings”
button at the bottom of the Site’s homepage.
Contacting Us



If you have any questions about this Cookie Policy, please contact us at
https://support.upwork.com/home or by mail addressed to Attn: Legal, 655
Montgomery Street, Suite 490, DPT 17022, San Francisco, CA 94111-2676, USA.


API TERMS OF USE


VERSION 2.0

EFFECTIVE DECEMBER 14, 2016

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These API Terms of Use (the “API Terms”), dated as of December 14, 2016 (the
“Effective Date”), are made and entered into by and between Upwork Global Inc.,
a Delaware corporation and its affiliates (“Upwork” or “we”), and you
(“Developer” or “you”). Upwork and Developer are sometimes referred to in the
API Terms individually as a “Party” and collectively as the “Parties”. Upwork
and Developer hereby agree as follows:
1. Agreement to the API Terms.
By registering a software application, website, or product you create or service
that you offer (a “Developer Application”), you agree to be bound by the API
Terms. You must read, agree to, and accept all of the terms and conditions
contained in the API Terms in order to use the Upwork API. Additionally, you
agree to and accept the Upwork Terms of Service, available at
https://www.upwork.com/legal/. If you disagree with any of the terms of the API
Terms or the Upwork Terms of Service, Upwork does not grant you a license to use
the Upwork API. If you are using the Upwork API on behalf of a company or any
other entity, you represent and warrant that you have full legal authority to
register a Developer Application on behalf of that entity and bind it to the API
Terms and the Upwork Terms of Service. If you are not authorized, you may not
accept the API Terms or register a Developer Application for someone else.
2. Definitions.
Capitalized terms not defined in the API Terms have the meanings given to them
in the Upwork Terms of Service.
 * Upwork API. A set of web-based services providing programmatic access to
   Upwork systems and data, together with all updates, revisions, and copies
   thereof. This also includes any associated tools and documentation that
   Upwork makes available under the API Terms.
 * Upwork Content. Any data, content, or executables of or associated with the
   Upwork API or Site Services (as defined in the Upwork Terms of Service). This
   includes all Upwork User Data.
 * Upwork User Data. Any content, information, and other data about persons who
   use the Upwork services received or collected by Developer through any
   instance of the Developer Application, the Upwork API, or otherwise in
   connection with the API Terms.

3. Developer’s Use of the Upwork API.

Developer wishes to use and access the Upwork API in connection with the
development and distribution of a Developer Application and agrees to the
additional requirements herein. Developer and Upwork hereby agree as follows:
 * Developer Registration. Before using the Upwork API, Developer must provide
   accurate information identifying its organization and the individual
   representative who will serve as a point of contact for Upwork. The
   registration may be completed and accepted by Upwork on the Site. Upon
   successful registration, Upwork shall make Access Credentials available to
   Developer. “Access Credentials” means the necessary security keys, secrets,
   tokens, and other credentials to access the Upwork API. All activities that
   occur using your Access Credentials are your responsibility. Access
   Credentials are specific to you and are confidential information. Keep them
   secret. You must not sell, transfer, or sublicense the Access Credentials. Do
   not try to circumvent them and do not require your users, employees,
   contractors, or agents to obtain their own Access Credentials to build,
   maintain, or use the Developer Application. Developer itself must request any
   Access Credentials to be used by any employee, contractor, or agent of
   Developer.
 * Development of the Developer Application. Subject to the terms of these Terms
   of Use, Developer will develop one or more Developer Applications. Developer
   will ensure that all Developer Applications are and remain in compliance with
   the API Terms and the Upwork Terms of Service.
   * Permitted Uses of the Upwork API. Your use of the Upwork API is limited to
     the purpose of facilitating your own or your Users’ use of the Upwork Site
     and Site Services. Some examples of permitted uses of the Upwork API would
     be to create Applications that:
     * Allow Upwork Users to search for and browse Upwork job postings with a
       customized interface;
     * Allow Upwork Users to manage active contracts;
     * Allow Upwork Users to apply to jobs on Upwork; or
     * Allow Upwork Users to manage invoices, billing, and communications on
       Upwork.
   * Prohibited Uses of the Upwork API. Developer must never do any of the
     following:
     * Use the Upwork API in any Developer Application that includes adult
       content, promotes gambling, involves the sale of tobacco or alcohol to
       persons under 21 years of age, promotes or offers malicious code, or
       violates any applicable law or regulation.
     * Use the Upwork API to retrieve Upwork Content that is then aggregated
       with third-party search results in such a way that a user cannot
       attribute the Upwork Content to Upwork (such as aggregated search
       results).
     * Distribute or allow access to the Upwork API to anyone other than the
       entity on whose behalf Developer agreed to these Terms, or create an
       application programming interface that enables access to Upwork Content
   * Prohibited Uses/Functions of Developer Application. Developer and the
     Developer Application must not do the following:
     * Implement features or business practices that unlawfully harm the
       professional reputation or relationships of Upwork or Upwork users.
     * Use Upwork Content received from the Upwork API in any manner that
       facilitates bias, discrimination, or data “redlining,” whether
       intentional or inadvertent, based on sensitive or protected categories or
       characteristics.
     * Impersonate Upwork or an Upwork user or intentionally misrepresent Upwork
       or any Upwork user or other third party when requesting or publishing
       information.
     * Obfuscate or hide any Upwork buttons, sign-in functionality, or consent
       or authorization flows from your users.
     * Proxy, request, or use Upwork account user names or passwords in any
       fashion for any reason.
     * Request from the Upwork API more than the minimum data fields and
       application permissions the Developer Application needs.
     * Try to exceed or circumvent limitations on calls and use. This includes
       creating multiple Developer Applications for identical, or largely
       similar, purposes.
     * Download, scrape, post, or transmit, in any form or by any means, any
       part of the Site or Site Services, including data retrieved by web
       browser plugins.
     * Copy, reformat, reverse-engineer, or otherwise modify the Upwork API,
       Access Credentials, the Site, the Site Services, or any Upwork Content.
     * Promote or operate any product or service that competes with the Upwork
       Site Services.
     * Interfere with or disrupt Upwork services, Upwork servers or networks
       connected to Upwork services, or disobey any requirements, procedures,
       policies or regulations of networks connected to the Upwork Site or Site
       Services.
     * Engage in any conduct that fails to comply with, or is otherwise
       inconsistent with, any agreement between Developer and Upwork or any
       written instructions provided by Upwork.

4. API License.
 * Using the Upwork API. As part of the API Terms, Upwork grants you a
   non-exclusive, non-transferable, and non-sublicensable (except as expressly
   permitted herein) license to use the Upwork API solely to do the following
   and subject to the restrictions set forth in the API Terms:
   * Enable your Application to interact with Upwork’s databases to retrieve
     information necessary to facilitate your own or Your Users’ use of the Site
     and Site Services through your Application;
   * Make limited intermediate copies of Upwork Content only as necessary to
     perform activity permitted under the API Terms. You must delete all
     intermediate copies when they are no longer required for the purpose for
     which they were created;
   * Rearrange or reorganize Upwork Content within your Application; and
   * Display in your Application Upwork Content consistent with this Agreement.
 * Access Credentials. Upwork will provide you with Access Credentials that
   permit you to access the Upwork API. The Access Credentials are the property
   of Upwork and may be revoked if you share them with any third party (other
   than as allowed in the API Terms), if they are compromised, if you violate
   the API Terms or the Upwork Terms of Service, or if Upwork terminates the API
   Terms.
 * API Call Limitations. The number of API calls you will permitted to make
   during any given time period may be limited. Upwork will determine call
   limits based on various factors, including the ways your Application may be
   used or the anticipated volume of use associated with your Application.
   Upwork may, in its sole discretion, charge you for API calls that exceed the
   call limits or terminate your access to the Upwork API in accordance with
   Section 17 (Suspension and Termination). Unused calls will not roll over to
   the next day or month, as applicable.

5. Certification.
At its discretion, Upwork may require or offer Certification for certain
Applications. Certification will consist of confirmation by Upwork or a third
party it designates that your Application’s technology complies with the API
Terms and the Upwork Terms of Service. You will be responsible for all costs
associated with certification and any modifications necessary to meet the
certification requirements and you may not be permitted to access the Upwork API
in certain cases until certification is complete. At Upwork’s discretion, future
modifications of your Application or use or display of Upwork Content may be
subject to re-certification. If Upwork requires certification, your failure to
maintain certification is cause for immediate termination of the API Terms.
6. Data Use.
 * Obligations to Upwork. Developer may only use, disclose, and otherwise
   process Upwork User Data in accordance with the written instructions of
   Upwork and applicable laws, rules and regulations.
 * Prohibited Uses. Developer will not:
   * Use Upwork Content for any purpose except to the extent necessary for (1)
     the purpose of processing and supporting a specific transaction for the
     applicable Upwork user or (2) the purpose of providing services to Upwork.
   * Use Upwork Content for any research or publication purpose without prior
     written consent and a license from Upwork to research or publish, as
     applicable, Upwork Content.
   * Use Upwork Content for any other purpose (e.g., for Developer’s own benefit
     or for the benefit of any other entity or person).
   * Use Upwork Content for user profiling purposes or for advertising purposes.
   * Sell, lease, sublicense, or otherwise transfer, directly or indirectly,
     Upwork Content to any third party.
   * Augment, commingle, or supplement Upwork Content with personally
     identifiable or confidential information (including any mobile device
     identifier or other unique identifier that identifies any particular user,
     browser, computer or device) from any third-party source.
   * Use the user identification or authentication codes connected to any Upwork
     user to disclose information related to that user to any third party.

7. Data Storage.
Except as provided in the API Terms, Developer may not copy or store any Upwork
Content, or any information expressed by or representing Upwork Content (such as
hashed or otherwise transformed data).
 * Authentication Tokens. Developer may store any Developer Application-specific
   alphanumeric user identification codes that Upwork provides to Developer for
   identifying individual users of the Developer Application or any tokens that
   Upwork provides to Developer when an Upwork user authenticates the Developer
   Application for the Upwork user’s account.

 * Cached Content. Solely for the purpose of improving user experience,
   Developer may cache Upwork Content for no more than twenty-four (24) hours.
 * Deletion. Developer must promptly and securely delete all Upwork User Data
   collected from Upwork users upon request of the Upwork user, when the Upwork
   user deactivates or uninstalls the Developer Application, when the Upwork
   user closes their account with Developer, and before, when possible, or
   promptly upon termination of the API Terms. Developer will promptly and
   securely delete all Upwork Content after completion of all activities
   reasonably necessary to operate or maintain the Developer Application and
   upon termination of the API Terms.

8. User Consent and Agreement.
 * User Agreement and Privacy Policy. The Developer Application must include
   your own user agreement and privacy policy. Your user agreement and privacy
   policy must be prominently identified or located where members download or
   access the Development Application. Your privacy policy must meet applicable
   legal standards and accurately describe the collection, use, storage and
   sharing of data. You must promptly notify us of any breaches of your user
   agreement or privacy policy that impact or may impact Upwork users.
 * User Consent. Before obtaining information from Upwork users, you must obtain
   their informed consent by telling them what information you collect and how
   it will be used, stored or shared, and by taking any additional steps
   required by law or regulation.

9. Data Safeguards.
Developer will protect Upwork User Data in accordance with all applicable laws.
Your network, operating system, and software of your web servers, databases, and
computer systems (collectively “Systems”) must be properly configured to
securely operate the Developer Application and Upwork User Data. The Developer
Application must use reasonable security measures to protect any Upwork User
Data and any elements or components of the Upwork API. You shall not architect,
design, or select Systems in a manner to avoid these obligations. You must
promptly report to Upwork at legalnotices@upwork.comany security deficiencies
in, or intrusions into, your Systems that you discover to Upwork. You will work
with Upwork to correct any security deficiency and disconnect any intrusions or
intruders as soon as practicable upon discovery of any such deficiency or
intrusion. In the event of any security deficiency or intrusion involving the
Developer Application or Upwork User Data, you will make no public statements
without prior written and express permission from Upwork in each instance,
unless otherwise required by law.
10. Access to the Upwork API.
Subject to the API Terms, Upwork may, in its sole discretion, make specific
instances or versions of the Upwork API available to Developer for use in
connection with Developer Applications. Upwork may terminate such access to the
Upwork API, in whole or certain features, functions, or services thereof, for
convenience, at any time. The Upwork API will be deemed to be a part of the Site
Services as set forth in the Upwork Terms of Service.
11. Upwork API Support and Changes.
Upwork may provide technical support, upgrades, or modifications of the Upwork
API in Upwork’s sole discretion. Upwork may cease providing technical support,
upgrades, or modifications of the Upwork API at any time and for any reason
without notice or liability to Developer. Upwork may release new versions of the
Upwork API and require Developer to use the new version of the Upwork API.
Developer’s use of new releases or versions of the Upwork API will be acceptance
of all modifications of the Upwork API.
12. Intellectual Property.
 * Upwork Materials. Upwork owns all rights, title, and interest, including all
   intellectual property rights, in and to, the Upwork API; all elements,
   components, and executables of the Upwork API; and all elements, components,
   and executables of the Site Services (collectively, the “Upwork Materials”).
   The only exception to this is any information or Content which you as an
   Upwork user have licensed to Upwork under the Upwork Terms of Service. Except
   for the express licenses granted in the API Terms, Upwork does not grant you
   any right, title, or interest in the Upwork Materials. Developer agrees to
   take such actions as Upwork may reasonably request to perfect Upwork’s rights
   to the Upwork Materials.
 * Developer Property. Except to the extent the Developer Application contains
   Upwork Materials, Upwork claims no ownership or control over your Developer
   Application. During the term of the API Terms you hereby grant Upwork a
   paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and
   license, under all of your intellectual property rights, to: (1) use,
   perform, and display the Developer Application and its content for purposes
   of marketing, demonstrating, and making the Developer Application available
   to Upwork users; (2) link to and direct Upwork users to the Developer
   Application; and (3) sublicense the foregoing rights to our affiliates.
 * Feedback. Developer may, but is not required to, provide suggestions,
   comments, ideas, or know‐how, in any form, to Upwork related to Upwork
   products, services or technology (“Feedback”). To the extent Developer
   provides Feedback to Upwork, Developer grants Upwork the right to use such
   Feedback without any right to compensation from Upwork.

13. Independent Development by Upwork.

Developer understands and acknowledges that Upwork may be independently creating
applications, content, and other products or services that may be similar to or
competitive with the Developer Application. Nothing in the API Terms will be
construed as restricting or preventing Upwork from creating and fully exploiting
any applications, content, and other products or services, without any
obligation to Developer. This paragraph will survive the termination or
expiration of the API Terms.
14. Confidential Information.
Developer agrees that the content of the Upwork API, and any Upwork Content that
by its nature should reasonably be known to be confidential, is deemed to be
confidential information of Upwork and Developer will maintain the same in
strict confidence and not disclose the same to any third party (other than
employees, agents and contractors of Developer for the sole purpose of providing
services to Developer to complete work permitted hereunder) or use the same for
any purpose other than its performance under the Agreement. To the extent that
you retain any Upwork Content after the termination or expiration of the API
Terms, this paragraph will survive the termination or expiration of the API
Terms.
15. Effect.
The provisions of the API Terms will control over any inconsistent provisions of
the Upwork Terms of Service, and the Upwork Terms of Service, as modified and
supplemented by the API Terms, will remain in full force and effect. Any “shrink
wrap” or “click wrap” license agreement or any other terms and conditions
associated with Developer’s Application is null and void, is not applicable
hereunder, and is expressly excluded.
16. Fees.
Upwork currently provides the Upwork API without charge. However, Upwork
reserves the right, at Upwork’s sole discretion, to charge fees for future use
of or access to the Upwork API. Developer may not charge any fee to Upwork users
for the Developer’s Application without the express written permission or
agreement of Upwork.
17. Term and Termination.
 * Term. The term of the API Terms will commence on the date upon which you
   agree to the API Terms and will continue until terminated as set forth below.

 * Developer’s Termination Rights. Developer may terminate the API Terms by
   discontinuing use of the Upwork API and returning all Upwork Content,
   including Upwork User Data.
 * Suspension and Termination. Upwork may suspend or terminate Developer’s use
   of the Upwork API at any time if we believe you have violated the API Terms
   or Upwork Terms of Service, or if we believe the availability of the Upwork
   API in the Developer Application is not in our or our users’ best interests.
   Immediately upon termination of the API Terms, all licenses granted to
   Developer will cease and all data retrieved from the Upwork API or Site
   Services must be deleted.
 * Effect of Termination. Upon termination of these Terms:
   * all rights and licenses granted to Developer will terminate immediately;
   * Developer will promptly and securely destroy Upwork Content in your
     possession or control;
   * neither party is liable to the other party solely because the API Terms
     have been terminated;
   * unless we agree otherwise in writing or as stated explicitly in the API
     Terms, Developer must permanently delete all Upwork Content and Upwork User
     Data or other data which you stored pursuant to your use of the Upwork API.
     Upwork may require that you certify in writing your compliance with this
     section; and
   * Upwork will make commercially reasonable efforts to remove all references
     and links to the Developer Application from the Site (Upwork has no other
     obligation to delete copies of, references to, or links to the Developer
     Application).

18. Warranties and Liabilities.
 * Disclaimer of Warranties. UPWORK PROVIDES THE UPWORK API, UPWORK CONTENT, AND
   ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS
   WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST
   EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UPWORK DISCLAIMS ANY AND ALL
   WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
   WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
   ACCURACY OF DATA, AND NONINFRINGEMENT. UPWORK DOES NOT GUARANTEE THAT THE
   UPWORK API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN
   PARTICULAR, THE OPERATION OF THE UPWORK API MAY BE INTERRUPTED DUE TO
   MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. UPWORK DISCLAIMS ALL
   LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN
   FUNCTIONING. FURTHERMORE, UPWORK DISCLAIMS ALL LIABILITY FOR ANY
   MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE UPWORK
   API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE
   PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER
   REASON.
 * Limitations of Liability. UPWORK AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR
   DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
   PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO
   YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE UPWORK API. THIS
   LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR
   CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR
   SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED
   REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS
   LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT UPWORK MAY CAUSE
   YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE
   LAW.
 * Indemnification. You will defend, hold harmless, and indemnify Upwork (and
   our and their respective employees, agents, shareholders, and directors) from
   any claim or action brought by a third party, including all damages,
   liabilities, costs and expenses, including reasonable attorneys’ fees, to the
   extent resulting from, alleged to have resulted from, or in connection with:
   (i) your breach of your obligations herein; or (ii) the violation of any
   copyright, trademark, service mark, trade secret or United States patent by
   the Developer Application.

19. General.
 * Relationship of the Parties. The parties are agreeing to the API Terms as
   independent contractors, and the API Terms will not be construed to create a
   partnership, joint venture or employment relationship between them. Neither
   party is authorized to or will represent itself to be an employee or agent of
   the other or enter into any agreement on the other’s behalf of or in the
   other’s name.
 * Assignability. You may not assign the API Terms, nor any of your rights or
   obligations hereunder, without Upwork’s prior written consent. Upwork may
   freely assign the API Terms without your consent. Any attempted assignment or
   transfer in violation of this section will be null and void. Subject to the
   foregoing restrictions, the API Terms will inure to the benefit of successors
   and permitted assigns of the parties.
 * Severability. If and to the extent any provision of the API Terms is held
   illegal, invalid, or unenforceable in whole or in part under applicable law,
   such provision or such portion thereof shall be ineffective as to the
   jurisdiction in which it is illegal, invalid, or unenforceable to the extent
   of its illegality, invalidity, or unenforceability, and shall be deemed
   modified to the extent necessary to conform to applicable law so as to give
   the maximum effect to the intent of the parties. The illegality, invalidity,
   or enforceability of such provision in that jurisdiction shall not in any way
   affect the legality, validity, or enforceability of such provision in any
   other jurisdiction or of any other provision in any jurisdiction.
 * Choice of Law and Venue. The API Terms and any controversy, dispute or claim
   arising out of or relating to the API Terms shall be governed by and
   construed in accordance with the laws of the State of California without
   regard to its conflict of law provisions and excluding the United Nations
   Convention on Contracts for the International Sale of Goods (CISG). With
   respect to any User located outside the United States, the User agrees that
   the California state courts of Santa Clara County (or, if there is federal
   jurisdiction, the United States District Court for the Northern District of
   California) will have jurisdiction and venue with respect to any claim
   arising out of or relating to the API Terms and consents to the personal
   jurisdiction and venue of those courts.
 * No Waiver. The failure or delay of either party to exercise or enforce any
   right or claim does not constitute a waiver of such right or claim and shall
   in no way affect that party’s right to later enforce or exercise it, unless
   such party issues an express written waiver, signed by a duly authorized
   representative of each party.
 * Miscellaneous. The API Terms set forth the entire agreement and understanding
   of the parties relating to their subject matter and cancel and supersede any
   prior or contemporaneous discussions, agreements, representations,
   warranties, and other communications between them. No modification or
   amendment to the API Terms shall be binding upon Upwork unless in a written
   instrument signed by a duly authorized representative of Upwork.





'UPWORK TEAM' SOFTWARE LICENSE AGREEMENT


VERSION 1.0

EFFECTIVE MAY 5, 2015

Download

--------------------------------------------------------------------------------


TABLE OF CONTENTS

--------------------------------------------------------------------------------

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a
legal agreement between you and Upwork Global Inc. and its affiliates (“Upwork”,
“we”, or “us”). This EULA governs your use of the Upwork software and any third
party software that may be distributed therewith (collectively the “Software”).
Upwork agrees to license the Software to you (personally and/or on behalf of
your employer) (collectively “you” or “your”) only if you accept all the terms
contained in this EULA. By installing, using, copying, or distributing all or
any portion of the software, you accept and agree to be bound by all of the
terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF
THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
Your use of the Software is also subject to your agreements with us concerning
your use of the upwork.com website (the “Site”) and the services provided
through that website. This EULA hereby incorporates by reference all terms,
conditions rules, policies and guidelines on the Site, including the Upwork
Terms of Service (the “Terms of Service”). Please also see the Upwork Privacy
Policy (the “Privacy Policy”) at https://www.upwork.com/legal/privacy-policy/.
Capitalized terms not defined in this EULA are defined in the Terms of Service.
1. CONDITIONAL LICENSE.
1.1. License Grant:

Subject to your compliance with the terms and conditions of this EULA, Upwork
grants you a non-exclusive, non-transferable right to use the executable code
version of the Software for your use solely in connection with work you perform
on or through the Site.
1.2. Restrictions on Use:
You agree not to modify, display, adapt, translate, loan, distribute, prepare
derivative works from, decompile, reverse engineer, disassemble or otherwise
attempt to derive source code from the Software. You may not publish,
redistribute, sublicense or sell the Software or any information or material
associated with the Software. You may not rent, lease or otherwise transfer your
rights to the Software. You may not use the Software in any manner that could
damage, disable, overburden or impair the Site, nor may you use the Software in
any manner that could interfere with any other party’s use and enjoyment of the
Site. You agree that you will use the Software for lawful purposes and only in
compliance with all applicable laws, including but not limited to copyright and
other intellectual property laws. In addition, you shall not perform, nor
release the results of any testing of the Software to any third party without
the prior written consent of Upwork. You also agree not to remove, obscure, or
alter any copyright notice, trademarks or other proprietary rights notices
contained within or accessed in conjunction with or through the Software.
1.3. Intellectual Property Rights:
The Software is licensed, not sold, to you for use pursuant to the terms of this
EULA. All rights not expressly granted to you are reserved to Upwork or its
licensors or third party providers. You acknowledge that Upwork or its licensors
or third party providers own all rights, title and interest, including without
limitation all Intellectual Property Rights, in and to the Software, portions
thereof, or any information or material provided through or in conjunction with
the Software. Your rights to use the Software shall be limited to those
expressly granted in this Section 1. All rights not expressly granted to you are
reserved by Upwork, its licensors or third party providers. “Intellectual
Property Rights” means all patent rights, copyright rights, mask work rights,
moral rights, rights of publicity, trademark, trade dress and service mark
rights, goodwill, trade secret rights and other intellectual property rights as
may now exist or hereafter come into existence, and all other proprietary
rights, and all applications, registrations, renewals, extensions and
restorations thereof, now or hereafter in force and effect worldwide.
2. DISCLAIMER OF WARRANTIES.
2.1. “As Is”; No Warranty:

THE SOFTWARE IS PROVIDED BY UPWORK AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY
SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. UPWORK EXPRESSLY
DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND
STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF
PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE
MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE
ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH
YOU. UPWORK DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY,
TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU
DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA
THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.
2.2. Privacy Disclaimer:
TO THE FULLEST EXTENT PERMITTED BY LAW, UPWORK DISCLAIMS LIABILITY IN THE EVENT
OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION
OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.
2.3. Jurisdictional Limitations:
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE
LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE
SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS
THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
2.4. Survival of Disclaimer:
The provisions of this Section 2 and of Section 3 shall survive the termination
of this EULA, but this shall not imply or create any continued right to use the
Software after termination of this EULA.
3. LIMITATION OF LIABILITY
3.1. Limitation of Liability:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL UPWORK, OUR LICENSORS OR OUR
THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S
USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO
PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND
PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF UPWORK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER
THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE
PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE
SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE
(INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY
NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE
FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
3.2. Damages Cap:
EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM,
UPWORK’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA
SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES
PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR
($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS
SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT
OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY UPWORK.
4. INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to indemnify and
hold harmless Upwork and its subsidiaries, affiliates, joint ventures,
suppliers, officers, directors, shareholders, employees and agents, from any
claim or demand made by any third party due to or arising directly or indirectly
out of your conduct or in connection with your use of the Software or its
features, any alleged violation of these terms, or any alleged violation of any
applicable law or regulation. Upwork reserves the right, at its own expense, to
assume the exclusive defense and control of any matter otherwise subject to
indemnification by You, but doing so shall not excuse your indemnity
obligations.
5. PRIVACY AND SECURITY
The Software creates a means for others to record the visual output
(“Screenshot”) of your computer. You hereby acknowledge and agree that each time
you activate the Software, the Software may periodically transmit Screenshots to
Upwork. These Screenshots may be displayed in the Upwork work diary when the
Screenshot is captured. These Screenshots may include, without limitation, the
visual output of all open programs, windows, backgrounds, taskbars, system
trays, multiple screens, title bars, menus, graphics, screen savers, and any
information, images, and text therein. You acknowledge and agree that, if your
confidential information is displayed as visual output of your computer while
the Software is active, such confidential information may be included in a
Screenshot, transmitted to Upwork, and displayed in the applicable work diary.
In order to prevent transmission of your confidential information to Upwork, you
agree not to access your confidential information while the Software is active.
Although we have taken reasonable measures to prevent unauthorized persons from
gaining access to your computer via the Software, we cannot foresee or control
the actions of third parties. Therefore, use of the Software could make you
vulnerable to security breaches that you might not otherwise face and could
result in the loss of your privacy or property. You agree that Upwork is not
liable to you for security breaches resulting from your use of the Software or
otherwise.
6. NO NOTICE OF UPDATES.
Upwork reserves the right to modify or change this EULA from time to time
without notice to You. The latest version will be available on the Site. Upwork
also may update or modify the Software from time to time at its discretion. Your
election to continue use of the Software, after the date of posting of these
modifications to the EULA or to the Software constitutes acceptance of those
modifications. If you do not agree with the modifications, do not use the
Software.
7. EXPORT CONTROLS.
You are responsible for complying with trade regulations and both foreign and
domestic laws. You acknowledge that the Software or its underlying technology
may not be downloaded to or exported or re-exported: (a) into (or to a resident
or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country
subject to United States embargo; (b) to anyone on the U.S. Treasury
Department’s list of Specially Designated Nationals or on the U.S. Commerce
Department’s Denied Party or Entity List; and (c) you will not export or
re-export the Software to any prohibited country, person, end-user or entity
specified by U.S. Export Laws.
8. TERM AND TERMINATION:
8.1. Termination:
This EULA is effective as soon as you install, use, copy or distribute the
Software and shall continue until it is terminated by Upwork or you, as provided
for under the terms of this Section. Unless otherwise agreed to in writing with
us, either you or we may terminate the contractual agreement represented by this
EULA at any time upon notice to the other party. This EULA, including without
limitation your right to the Software as specified in Section 1, terminates
immediately and without notice from Upwork if you fail to comply with any of its
provisions. Upon termination you shall immediately discontinue use of and
destroy the Software and all copies or portions thereof, including any master
copy, and within ten (10) days certify in writing to Upwork that all copies have
been destroyed.

8.2. Survival of Termination:
Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination
of this EULA. The termination of this EULA does not limit Upwork’s other rights
it may have by law.
9. MISCELLANEOUS PROVISIONS.
9.1. Severance. Waiver:

If for any reason a court of competent jurisdiction finds any provision or
portion of this EULA to be unenforceable, it shall be enforced to the maximum
extent permissible, and the remaining provisions shall remain in full force.
9.2. Audit.
You agree that, on Upwork’s request, you will certify in writing your compliance
with the terms of this EULA.
9.3. Assignment.
You may not assign this EULA or sublicense, assign, transfer or delegate any
right or duty hereunder, without the prior written consent of Upwork, at our
sole discretion. Notwithstanding the foregoing, Upwork may assign or transfer
this EULA or any rights granted hereunder without your prior consent. This EULA
is binding on and will inure to the benefit of the parties successors and
permitted assigns.
9.4. Entire Agreement.
This EULA and the terms expressly incorporated by reference herein, constitute
the entire agreement between the parties with respect to the subject matter
hereof and supersede and replace all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter.


UPWORK PAYROLL AGREEMENT


VERSION 3.1

EFFECTIVE NOVEMBER 1, 2018

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If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this
“Agreement”) applies to Client. Your use of the Site after the effective date
will signify your acceptance of and agreement to this Agreement. Please refer to
the Terms of Service for the complete terms governing your usage of the Site and
Site Services. Capitalized terms not defined in this Agreement have the meanings
in the Terms of Services.
This Agreement is a binding legal agreement by and between Client (“Client” and
“you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all
prior agreements between Client and Upwork concerning Upwork Payroll.
1. UPWORK PAYROLL STAFFING PROVIDER
When a Client uses Upwork Payroll, which is described on the Site here (“Upwork
Payroll”), a third-party staffing vendor will employ the Freelancer (the
“Staffing Provider”). Freelancer (if accepted for employment as described below)
will become an employee of the Staffing Provider. The Staffing Provider will
assign Freelancer to work for Client, and Client will be responsible for
supervising Freelancer. When, and only if, a Freelancer has been accepted for
employment by the Staffing Provider and assigned to Client, Freelancer becomes a
“Payroll Employee” for purposes of this Agreement, but also remains a Freelancer
under the Terms of Service.
Your ability to use Upwork Payroll may depend on certain factors, including,
without limitation, the location of the Freelancer, the estimated length of the
engagement, the wage to be paid, and the nature of the work to be performed. A
request to use Upwork Payroll may be rejected for any lawful reason.
2. INTERNATIONAL PAYROLL SERVICES
Upwork Payroll is currently only available for Freelancers who will work in the
United States. Requests regarding international employment and associated fees
can be addressed on a case-by-case basis by contacting upworkpayroll@upwork.com.
3. HIRING PROCESS
As a Client, you will select a Freelancer to be employed by the Staffing
Provider and assigned to work for you via Upwork Payroll. No work can begin
until the engagement is active on the Upwork Site, and Client is informed that
the Freelancer has started employment and may begin work. After Freelancer’s
employment begins, Client will continue to pay for each Freelancer’s services
through the Site unless Client pays the Opt-Out Fee.
4. HIRING DECISIONS; LIMITATIONS ON HIRING
Client acknowledges and agrees that Client selects a Freelancer to become a
Payroll Employee based upon Client’s determination that Freelancer possesses the
skills, background, and education to satisfy the requirements of the assignment.
Upwork does not (a) select the Freelancer; (b) have the authority or ability to
decide to engage or end the engagement of the Freelancer on behalf of Client;
(c) make any independent evaluation or investigation or otherwise conduct any
due diligence regarding Freelancers, their resumes, qualifications, skills,
background, or prior experience; or (d) make any representations or warranties
as to the skills, experience, background, or education of any Freelancer or
Payroll Employee. All information regarding a Payroll Employee posted on or to
the Site or provided by Upwork is intended to be indicative or illustrative only
and is not intended to be a guarantee or warranty on the part of Upwork. Upwork
is not responsible for and shall have no liability for Client’s use of or
reliance on any Freelancer information posted or provided by Upwork.
The Staffing Provider has the right not to hire a Freelancer for any lawful
reason or no reason at all, including if the Freelancer does not meet the
Staffing Provider’s standards for employment or the job is considered, in the
Staffing Provider’s sole discretion, too hazardous or not covered by the
applicable workers’ compensation insurance policy. No Payroll Employee may be
engaged to perform services that require the Payroll Employee to handle
hazardous materials or operate heavy machinery.
5. DISCLAIMER OF LIABILITY FOR UPWORK
Client acknowledges and agrees that Client and Freelancer are solely responsible
for Freelancer Services and for all work performed and Work Product. Upwork
provides no express warranty of, will have no implied warranty of, and will have
no responsibility for, the Staffing Provider’s services, Freelancer Services
and/or Work Product. Upwork expressly disclaims all express and implied
warranties for Freelancer Services and/or Work Product, including, without
limitation, warranties of non-infringement, merchantability, and fitness for a
particular purpose. As between Upwork and Client, Freelancer Services, Work
Product, and deliverables are provided AS IS.
6. UPWORK PAYROLL SERVICES
The following are the services provided by the Staffing Provider for Payroll
Employees assigned to Client: (a) calculation and payment of wages (including
any applicable overtime wages) based upon submitted timesheets; (b) collection,
payment, and reporting of all required taxes on such wages; (c) unemployment
insurance and workers’ compensation coverage; (d) administration of legally
required benefits, including health insurance, disability insurance, paid sick
leave, paid vacation, severance, notice or termination costs, retirement
benefits or other welfare or pension benefits; and (e) administration of legally
required leaves of absence, wage garnishments, and unemployment claims.
7. WORK ENVIRONMENT
Client acknowledges and agrees that neither Upwork nor the Staffing Provider
will control the work environment in which a Payroll Employee will perform
services for Client. Client will be solely responsible for ensuring that the
work environment is safe and free from harassment and discrimination as required
by applicable law.
8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
Client will be solely responsible for protecting its property, including by
implementing and enforcing any agreements, policies or procedures to protect
Client’s intellectual property and confidential information.
If Client assigns a Payroll Employee any supervisory duties or gives a Payroll
Employee authority to sign tax returns, render accounting or legal opinions,
issue negotiable instruments, or make final decisions of the nature of those
generally made by Client’s executives, officers, or directors, Client agrees
that Client and Freelancer are solely responsible for any such decisions or
actions by the Payroll Employee.
Client will inform Staffing Provider through Upwork (at
upworkpayroll@upwork.com) if any Payroll Employee supervises other Client
employees or Payroll Employees or will handle hazardous materials or operate
heavy machinery.
If a Payroll Employee is required to possess or maintain any license or be
supervised by a supervisor with a special license, Client will be responsible
for verifying such license and/or providing such supervision.
Client acknowledges and agrees that Payroll Employees are not employees of
Upwork and that Upwork does not supervise or control Payroll Employees. Client
further acknowledges and agrees that (a) Upwork does not have the power or
ability to require a Freelancer to start or stop work; (b) Upwork does not
determine or control any term or condition of Freelancer’s employment
(including, but not limited to, pay, work hours, work schedules, work locations,
performance evaluations, discipline, and termination); (c) Upwork merely
provides the platform for Client to assign work to Freelancer and separately
facilitates the relationship between Staffing Provider and Freelancer; and (d)
Upwork is not an employer or joint employer of the Freelancer.
9. COMPLIANCE WITH LEGAL REQUIREMENTS
With respect to all Payroll Employees, Client will comply with all applicable
legal requirements, including without limitation all laws prohibiting
discrimination, harassment, and retaliation and all laws concerning meal and
rest breaks, expense reimbursements, leave, and safety. Client will also comply
with all reasonable directives by the Staffing Provider regarding the Payroll
Employee.
Client will immediately inform Staffing Provider through Upwork (at
upworkpayroll@upwork.com) of (a) any complaint by or against a Payroll Employee
of harassment, discrimination, retaliation or unlawful activity; or (b) any
request by a Payroll Employee for a leave of absence or disability accommodation
or any awareness by Client of a potential disability or need for leave or
accommodation. Client will cooperate with Staffing Provider to complete a prompt
and thorough investigation of any complaint or to provide any leave or
accommodation required by law.
All Payroll Employees must be paid on an hourly, non-exempt basis unless the
Staffing Provider explicitly approves an exempt determination. If the Staffing
Provider approves an exempt determination, the Client is solely responsible for
ensuring the determination remains appropriate. Client agrees never to request,
encourage, or require Payroll Employees to work off the clock or without
reporting time to the Staffing Provider. Client will not prohibit or discourage
any Payroll Employee from taking any meal or rest break authorized by law and/or
by the Staffing Provider.
10. PAYING PAYROLL EMPLOYEES
10.1 General Payment Obligations

Your payments for Upwork Payroll are governed by the terms below, as well as the
Hourly and Miscellaneous Payment Agreement with Escrow Instructions.
You recognize and agree that all hours recorded and submitted to the Staffing
Provider by your Payroll Employees will automatically be deemed approved by you,
and you authorize those hours to be paid by you. In addition, Payroll Employees
do not pay any Service Fees to Upwork. Instead, the Client pays the fees, as
described below. Client also understands and agrees that Client is responsible
for covering the cost of all Payroll Employee wages, even if, for example, a
Payroll Employee reports having worked more than the number of hours authorized
by Client.
10.2 Client Bill Rate; Payroll Employee Pay Rate
The total amount the Client pays is the “Bill Rate”, which includes the Payroll
Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees.
The Client will pay Upwork’s service fees for the use of the platform and the
use of Upwork Payroll (collectively, the “Payroll Service Fees”). The Payroll
Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is
$25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are
paid by the Client, and there are no Upwork fees paid by Freelancers for
engagements using Upwork Payroll.
To use Upwork Payroll, Client acknowledges and agrees that the Pay Rate on
Upwork must be at least the minimum wage in the location where the Payroll
Employee works.
In addition to the Bill Rate, Client acknowledges and agrees that it will be
responsible for any additional costs required under applicable law. These
additional costs vary based on the location of the Payroll Employee and include
overtime premiums, expense reimbursements, sick leave, vacation, severance,
notice or termination costs, health insurance (including costs under the
Affordable Care Act), and other similar benefits (collectively, “Additional
Costs”). For more information on these Additional Costs, please email
upworkpayroll@upwork.com.
10.3 Funding and Making Payments
Client’s payments of amounts for wages, expense reimbursements, miscellaneous
invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment
Agreement with Escrow Instructions.
The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on
Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill
Rate (for employees who are paid by salary) or the Bill Rate multiplied by the
number of hours worked for the previous workweek, including any overtime premium
pay (for employees paid by the hour) will be charged to Client’s Payment Method
on the Monday following the end of the workweek or at such other time as
communicated by Upwork or Staffing Provider in writing. Additional Costs will be
charged to Client’s Payment Method after Client is provided notice of the
Additional Costs. Bonuses and expense reimbursements will be charged to Client’s
Payment Method after they are approved by Client.
11. REQUIRED NOTIFICATIONS
Client can provide notices required under this Agreement to
upworkpayroll@upwork.com.
Client will provide written notice within 24 hours of its own receipt of any
notice of a work-related accident or injury, and within three days of its
receipt of any notice of any garnishment orders, involuntary deduction orders,
notices of IRS liens, and other forms of legal process affecting the payment of
wages to a Payroll Employee.
Client will provide written notice within three days of any changes to the job
description or work hours of a Payroll Employee, including any change from
part-time to full-time status.
Client will provide written notice of the termination of a Payroll Employee’s
assignment (whether initiated by Client or the Payroll Employee) by providing
notice of the termination, including the Payroll Employee name, Client, and
termination date to upworkpayroll@upwork.com either (a) at least three business
days before the Payroll Employee’s last day of employment; (b) immediately if
employee quits without notice; or (c) such longer time as may be required to
provide the Payroll Employee with adequate notice of termination under the law
where the Payroll Employee resides or is legally organized. Failure to timely
provide notice may result in additional obligations to the Payroll Employee
under applicable law, and Client agrees to pay any such costs.
Client also will provide Upwork notice, as provided above, if a Payroll Employee
performs no work for Client for more than 10 consecutive Business Days due to
any reason other than planned time off or legally required leave (which
includes, without limitation, legally required medical or family leave).
12. INDEMNIFICATION
In addition to the indemnification obligations set forth in the User Agreement,
Client agrees to (a) release, indemnify, hold harmless, protect, and defend
Upwork and its respective partners, employees, directors, officers, agents,
affiliates, and subsidiaries (each an “Indemnified Party”) from and against any
and all claims by any person or entity, including a Freelancer or Payroll
Employee; and (b) reimburse any Indemnified Party for any claims, expenses,
costs (including attorneys’ fees and court costs), obligations, losses, and
damages (whether joint or several and including special, consequential,
compensatory, or punitive damages), whether arising in contract, tort, or
otherwise, related to: (i) actual or alleged acts, errors, or omissions
(including, but not limited to, breaches of contract or violations of statutes,
laws, rules, or regulations) by Client, its employees (including Payroll
Employee(s)), partners, agents, affiliates, members, subsidiaries,
representatives, and officers; (ii) any breach of or failure to perform under
this Agreement, including, but not limited to, Client’s failure to accurately or
timely report wages, hours, expenses, and other reimbursements owed a Payroll
Employee or payment of taxes for which Client is responsible; (iii) any alleged
failure to properly classify one or more Payroll Employees as exempt from
overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork
and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly
submitted for payment by Payroll Employee; (vi) the actual or alleged failure of
Client to comply in any respect with any workplace law or law related to the
employment of persons, including, but not limited to, any location’s laws with
respect to the payment of wages or the treatment of employees, and including,
without limitation, the Fair Labor Standards Act, the Occupational Safety and
Health Act, the Americans With Disabilities Act, the Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act, the Family and Medical
Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively,
“Employment Laws and Regulations”), or (vii) the actual or alleged failure of
Upwork or the Staffing Provider to comply in any respect with the Employment
Laws and Regulations based in whole or in part (A) on any instruction(s),
act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or
false information provided by Client to Upwork or the Staffing Provider. This
indemnification provision will survive the expiration or other termination of
this Agreement or Client’s relationship with Upwork.
13. CHANGE OF STAFFING PROVIDER
Upwork may enter into a contract with a new provider or multiple providers to
act as the employer of Payroll Employees (“New Company”) and may end or change
contracts with existing providers. If requested as a result of such changes,
Client will cooperate with such New Company in every reasonable manner to ensure
uninterrupted performance of Upwork Payroll.
14. TERMINATION OF UPWORK PAYROLL
Without limiting Upwork’s ability to terminate services provided to Client under
other Terms of Service, Upwork may terminate Upwork Payroll at any time after
providing Client with notice of such termination at least 30 days in advance of
the final day Upwork Payroll will be offered (the “Termination Date”). The
Staffing Provider will have the obligation for wages and benefits accrued to
Payroll Employees through and including the Termination Date, at which point
such duties will cease. Additionally, all obligations of the Staffing Provider
to maintain workers’ compensation insurance coverage and/or health care coverage
on behalf of Payroll Employees will cease on the Termination Date.
Client, or another third party designated by Client in Client’s sole discretion
and only if it elects to designate a third party, as the case may be, will
immediately assume all federal, state, and local obligations of an employer to
the Payroll Employees and will immediately assume full responsibility for
providing payroll services and workers’ compensation coverage. Client will
inform Payroll Employees that they are no longer covered by the Staffing
Provider’s workers’ compensation and/or health care policies.
Upon the Termination Date, Upwork will immediately be released from such
obligations as are permitted by law, but Upwork and the Staffing Provider will
not be relieved of any such obligations that accrued or occurred prior to the
Termination Date.
15. GENERAL PROVISIONS
15.1 Governing Law

This Agreement and any Claim or action related thereto will be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflict of law provisions and excluding the United Nations Convention on
Contracts for the International Sale of Goods (CISG). Clients located in the
United States and its territories agree that any Claim between Client and Upwork
must be resolved as described in the subsections of the User Agreement titled
“Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class
Action/Jury Trial Waiver.”
15.2 Severability

If any provision of this Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of this Agreement will be unimpaired, and
the invalid or unenforceable provision will be deemed modified so that it is
valid and enforceable to the maximum extent permitted by applicable law.

15.3 No Assignment
This Agreement, and the parties’ rights and obligations herein, may not be
assigned, subcontracted, delegated, or otherwise transferred by a party without
the other party’s prior written consent, and any attempted assignment,
subcontract, delegation, or transfer in violation of the foregoing will be null
and void.
15.4 Waiver
Any waiver or failure to enforce any provision of this Agreement on one occasion
will not be deemed a waiver of any other provision or of such provision on any
other occasion.
15.5 Execution and Delivery; Binding Effect
The parties will evidence execution and delivery of this Agreement with the
intention of becoming legally bound, by accepting the Terms of Service on the
Site.
16. CONTACTING US
If you have any questions, or need assistance, please contact
upworkpayroll@upwork.com.


UPWORK DIGITAL ACCESSIBILITY STATEMENT


VERSION 3.0

EFFECTIVE SEPTEMBER 14, 2022

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Upwork is committed to providing an accessible experience to our customers and
the public, regardless of background, nationality, race, ethnicity, gender,
gender identity, sexual orientation, disability status, veteran status, or other
similarly protected characteristics. This Upwork Digital Accessibility Statement
concerns our commitment to providing access to persons with disabilities. Please
also see our Nondiscrimination Statement.
Please contact our Accessibility Coordinator at
accessibilitycoordinator@upwork.com or send a letter addressed to: Attn:
Accessibility Coordinator, 655 Montgomery Street, Suite 490, DPT 17022, San
Francisco, CA 94111-2676, USA, to learn more about accessibility support
services at Upwork.


REASONABLE ACCOMMODATIONS

Individuals who need a reasonable accommodation to access Upwork’s services and
information should send an email to accessibilitycoordinator@upwork.com or send
a letter addressed to: Attn: Accessibility Coordinator, 655 Montgomery Street,
Suite 490, DPT 17022, San Francisco, CA 94111-2676, USA to provide information
about the nature of the requested accommodation. Requesters must include contact
information such as an email address or telephone number at which they can be
reached. Depending on the nature of the request, Upwork may need sufficient
notice to provide a reasonable accommodation.


ONLINE ACCESSIBILITY

Upwork strives to provide an accessible digital experience for our users.

The Web Content Accessibility Guidelines (WCAG) defines requirements for website
providers to improve online accessibility for people with disabilities. Upwork
has voluntarily undertaken efforts to comply with, and in some cases exceed, the
WCAG Guidelines 2.1 Level AA, and employs formal accessibility quality assurance
methods to ensure accessibility of Upwork’s digital platform.

Our efforts to improve online accessibility are ongoing. In the event that a
user with a disability experiences accessibility issues with our website or
mobile application, please notify us by sending an email to
accessibilitycoordinator@upwork.com or sending a letter addressed to: Attn:
Accessibility Coordinator, 655 Montgomery Street, Suite 490, DPT 17022, San
Francisco, CA 94111-2676, USA. In your communication to us, please specify the
nature of the accessibility difficulty, including the web address or mobile
application that may have presented an accessibility challenge.


THIRD-PARTY WEBSITES AND ELEMENTS



Upwork's website may contain sections or links to webpages that are hosted or
controlled/powered by third parties, or engage third party plugins or services.
WCAG compliance for these sections will be controlled by these third party
providers, not by Upwork. Upwork does not make representations with regard to
the accessibility of third-party websites and may not be able to remediate
accessibility barriers on such websites. However, Upwork continually works to
identify and adopt more accessible alternatives to such sections and sites
wherever feasible.


FEEDBACK

We are always working to ensure that our products and services are accessible to
all users, visitors and the public, including individuals with disabilities. If
you have an idea or question about accessibility support services at Upwork,
please contact our accessibility coordinator by sending an email to
accessibilitycoordinator@upwork.com or sending a letter addressed to: Attn:
Accessibility Coordinator, 655 Montgomery Street, Suite 490, DPT 17022, San
Francisco, CA 94111-2676, USA.


NONDISCRIMINATION STATEMENT


VERSION 1.3

EFFECTIVE SEPTEMBER 22, 2020

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Upwork’s mission is to create economic opportunities so people have better
lives. Key to our mission is that these opportunities should be equally
available to all qualified talent in our community, regardless of background,
nationality, race, ethnicity, sex, gender, gender identity, sexual orientation,
actual or perceived disability status, veteran status, marital status, or other
similarly protected characteristics. Upwork’s goal is for members of our
community to feel welcome on the Site. A condition of using the Site is your
agreement not to engage in any unlawful discrimination or harassing conduct.
Such conduct is not permitted on Upwork by any member of our community. Upwork
does not require Users to violate local laws or take actions that may subject
them to legal liability. Upwork will take actions to enforce this policy. Users
engaging in this activity are subject to Account closure. Please bring any
reports of discrimination or harassment to our attention at
legalnotices@upwork.com.


MASTER SUBSCRIPTION AGREEMENT (ENTERPRISE STANDARD)


VERSION 6.2

EFFECTIVE AUGUST 31, 2021

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MASTER SUBSCRIPTION AGREEMENT - STANDARD



This Master Subscription Agreement governs each Order Form (collectively, the
“Agreement”) entered into by Upwork Global Inc. (“Upwork”) and the subscriber
identified in the Order Form (“Subscriber”). Any term used in this Master
Subscription Agreement that is defined in the Order Form and is not otherwise
defined herein will have the meaning ascribed to it in the Order Form. The
parties hereby agree:


 1. DEFINITIONS. The following terms will have the meanings ascribed to them
    below when used in this Agreement:

1.1 “Affiliate” means an entity which directly or indirectly controls, is
controlled by, or is under common control with Subscriber or Upwork (as
applicable), whereby “control” (including, with correlative meaning, the terms
“controlled by” and “under common control”) means direct or indirect ownership
or control of more than 50% of the voting interests of Subscriber or Upwork (as
applicable).
1.2 “Authorized Users” means Subscriber’s representatives who are permitted to
access and use the Platform on Subscriber’s behalf.
1.3 “Authorized Recipients” means employees and representatives of the party
receiving Confidential Information that have a bona fide need to receive such
Confidential Information.
1.4 “BYO Freelancer” ” means a Freelancer that Subscriber brings to Upwork’s
Platform that is not a registered freelancer on the Platform.
1.5 “BYO Service Fee” means the Subscriber fee that is payable to Upwork that
applies to Engagements involving a BYO Freelancer.
1.6 “Claims” means any and all third-party claims, suits or proceedings,
including without limitation claims or actions by applicable government
agencies.
1.7 “Confidential Information” means any information or materials (regardless of
form or manner of disclosure) that are disclosed by or on behalf of one party to
the other party that (i) are marked, flagged, or communicated as being
“confidential” or “proprietary” either at the time of such disclosure; (ii) the
disclosing party orally discloses to the receiving party and identifies as being
confidential or proprietary at the time of disclosure and confirms to be such in
writing within 10 days after such disclosure; or (iii) a reasonable person
should know to be confidential, even if not so marked. The term “Confidential
Information” does not include any information or materials that: (a) are or
become generally known or available to the public through no breach of this
Agreement or other wrongful act or omission by the receiving party; (b) were
already known by the receiving party; (c) are acquired by the receiving party
without restriction from a third party who has the right to make such
disclosure; or (d) are independently developed by or on behalf of the receiving
party without reference to any Confidential Information.
1.8 “Custom Compliance Costs” means all third-party costs incurred by Upwork,
its Affiliates, or Employment Provider for any background checks, drug tests or
other compliance or screening measures required by Subscriber or applicable law.
1.9 “Effective Date” means the later of either the “Contract Start Date” listed
on the first Order Form signed by the parties or date that the first Order Form
is fully executed by the parties.
1.10 “Employment Provider” means Upwork’s third-party employment provider(s)
that employ Freelancers classified as employees in conjunction with Upwork
Payroll Services.
1.11 “Employment-Related Costs” means any additional employment-related costs,
if applicable, for items Subscriber requires or that are required by law,
including overtime, premium pay, expense reimbursements, paid sick leave, and
Affordable Care Act (ACA) health insurance contributions, paid vacation,
severance, notice or termination costs, jurisdictional costs, and other similar
benefits.
1.12 “Engagement” means an engagement for Freelancer Services and Freelancer
Work Product that a Freelancer provides to a Subscriber.
1.13 “Enterprise Billing Services” means Upwork’s Service of issuing Freelancer
Payments on Subscriber’s behalf as due for each Engagement and then billing
Subscriber in arrears on a monthly basis for all such payments as further
described in Section 3.1 (Enterprise Billing Services).
1.14 “Freelancer” means a user that advertises and provides services via the
Platform. Freelancers collectively refers to all BYO Freelancers and Platform
Freelancers, regardless of their classification.
1.15 “Freelancer Information” means any information regarding a Freelancer on
the Platform.
1.16 “Freelancer Payments” means all payments made by Upwork or Employment
Provider on behalf of Subscriber to Freelancers in accordance with this
Agreement, including, if applicable, expenses authorized by Subscriber or
required by law.
1.17 “Freelancer Payments and Costs” collectively means Freelancer Payments,
Custom Compliance Costs and Employment-Related Costs.
1.18 “Freelancer Services” means the services that a Freelancer has agreed to
perform for Subscriber, including Subscriber’s project post and description on
the Platform.
1.19 “Freelancer Work Product” means all work, work product, and deliverables
created by a Freelancer for Subscriber based on Subscriber’s project post and
description on the Platform.
1.20 “Order Form” means the applicable enterprise order form executed by
Subscriber and Upwork that references this Agreement.
1.21 “Platform” means the website located at www.upwork.com, including any pages
tailored to or viewable by a specific client thereon (e.g., private talent
clouds).
1.22 “Platform Content” has the meaning given to it in Section 5.2.
1.23 “Platform Freelancer” means a Freelancer that is not a BYO Freelancer.
1.24 “Program Management Services” means Services provided by Upwork to
Subscriber to help Subscriber use its Upwork account on the Platform, including
without limitation, assistance by Upwork to help determine Subscriber’s project
needs, suggestion of certain talent, and skills needed to complete Subscriber’s
project and help Subscriber draft project posts.
1.25 "Service Contract" means the contractual provisions that govern each
Engagement, including any independent contractor agreement, non-disclosure
agreement, or other agreement between Subscriber and Freelancer in connection
with the Engagement, and the provisioning of Freelancer Services and Freelancer
Work Product, including the Engagement terms awarded and accepted on the
Platform, applicable project descriptions and Freelancer rates, hours, and
milestones, provided, however, that in each case, such terms will not, and will
not purport to, expand Upwork’s obligations or restrict Upwork’s rights under
this Agreement. In the event that Subscriber does not provide its own
independent contractor agreement for an Engagement, Subscriber will have the
ability to use the Platform’s optional service terms by default as a
convenience.
1.26 “Services” means Upwork’s products and services that are provided to
Subscriber in connection with this Agreement, and as further set forth on the
Order Form, and any Technology provided by Upwork in connection with the
operation or provision of such products and services, including provisioning
access to the Platform. The “Services” are separate from and do not include
Freelancer Services or Freelancer Work Product.
1.27 “Service Fee” means the Subscriber fee that is payable to Upwork that
applies to Engagements involving a Platform Freelancer.
1.27 “Subscription Fee” means the subscription fee specified in the Order Form
that Subscriber pays for its access to the Services described herein.
1.28 “Talent Sourcing Services” means those Services that Subscriber may request
from Upwork from time to time related to talent sourcing, which include helping
generate interest in Subscriber’s job posts from Freelancers and the provision
of a short list of Freelancers advertising the skills that Subscriber seeks. Any
use by Subscriber of Talent Sourcing Services will not alter or remove any
Subscriber responsibilities under the Agreement.
1.29 “Taxes” means all taxes, levies, imposts, duties, and similar governmental
assessments arising in connection with this Agreement, including but not limited
to sales, use, VAT, GST, income withholding, property, excise, service,
transaction, privilege, and occupation, in addition to taxes incurred on
transactions between Upwork and its Affiliates or third-party subcontractors.
The term “Taxes” does not include taxes levied on Upwork’s own income and
property.
1.30 “Technology” means all ideas, concepts, inventions, systems, platforms,
software, interfaces, tools, utilities, templates, forms, documentation,
content, training materials, techniques, methods, processes, algorithms,
know-how, trade secrets, and other technologies, implementations and
information.
1.31 “Term” has the meaning ascribed to it in Section 4.1.
1.32 “UTC” means Universal Time Coordinated.
1.33 “Upwork Payroll Fee” means the fee charged by Upwork to Subscriber for the
provisioning of Upwork Payroll Services in connection with an Engagement.
1.34 “Upwork Payroll Services” means the Service provided by Upwork whereby
Employment Provider will handle certain administrative and legal requirements
relating to the hiring of the Freelancer, including offering, tracking, and
paying Freelancers legally-required sick leave, employment agreements, policies
and notices, wage payment, payroll taxes, workers’ compensation, unemployment
insurance, and the Affordable Care Act (ACA), if applicable, in addition to any
other benefits required by law.
 2. PLATFORM AND SERVICES.

2.1 Platform Access. Subject to the terms and conditions of this Agreement,
Upwork (i) shall use commercially reasonable efforts to make the Platform
available to Subscriber and (ii) hereby grants to Subscriber and its Authorized
Users a limited, terminable, non-exclusive, non-assignable, non-sublicensable,
non-transferable (except as otherwise authorized herein) world-wide license to
access and use the Platform to (a) find, communicate with, and engage
Freelancers through the Platform, (b) receive, review, and approve Freelancer
Services and Freelancer Work Product, and (c) approve Freelancer billing records
for payment by Upwork or the Employment Provider on behalf of Subscriber.
Subscriber is responsible for its Authorized Users’ use of the Platform and will
take reasonable steps to ensure that their use of the Platform complies with the
terms of this Agreement. During the Term, Upwork may modify the features and
functionality of the Platform. Subscriber hereby acknowledges that its access to
and use of the Platform will be via the internet only. Subscriber shall take
reasonable steps to prevent unauthorized access to the Platform, including
without limitation by protecting and instructing Authorized Users to protect
passwords and login information. Subscriber shall promptly notify Upwork if it
becomes aware of any unauthorized use of the Platform and will reasonably
cooperate with Upwork to remediate such breaches.

2.2 Program Management and Other Services. If Subscriber requests Program
Management Services from Upwork, then Subscriber authorizes Upwork personnel to
access Subscriber’s Upwork enterprise account and take actions on the Platform
on behalf of Subscriber as directed by Subscriber, including without limitation,
posting projects, creating Platform Content, preparing and offering contracts on
the Platform to Freelancers, releasing payments, and closing such contracts upon
completion of the work. All actions performed by program management personnel in
Subscriber’s Upwork enterprise account will be considered to be actions by and
at the direction of Subscriber. Any use by Subscriber of Program Management
Services or other services listed on the Order Form will not alter, reduce or
eliminate any Subscriber responsibilities under this Agreement, including
without limitation worker classification. Subscriber agrees to enroll any
Freelancer that should be classified as an employee or is subject to taxation
under the UK tax legislation IR35 ("IR35") in Upwork Payroll Services, and,
unless otherwise instructed by Subscriber, any Service Contracts opened in
Subscriber's Upwork Enterprise account on behalf of Subscriber will be
established as independent contractor relationships.
2.3 Affiliates. Subscriber’s Affiliates are permitted to contract for Services
and to use the Platform pursuant to the terms of this Master Subscription
Agreement by either (i) directly entering into an Order Form with Upwork, which
will be governed under the terms of this Master Subscription Agreement (an
“Affiliate Order Form”) or (ii) if authorized by Subscriber, using the Platform
as an Authorized User under Subscriber’s account. By entering into an Affiliate
Order Form directly with Upwork under romanette (i), (a) Subscriber’s Affiliate
agrees to be bound by the terms of this Master Subscription Agreement as if a
direct party hereto and all applicable terms that apply to “Subscriber” in this
Master Subscription Agreement will be deemed to apply to the Affiliate for the
purposes of its use of the Platform and Upwork’s Services and (b) in the event
that this Agreement terminates or expires with respect to Subscriber, the terms
of this Agreement will remain in effect for the Affiliate until the sooner
occurrence of either the expiration of the Affiliate Order Form or termination
by the Affiliate. By authorizing an Affiliate to use Subscriber’s account as an
Authorized User under romanette (ii), (1) Subscriber agrees to be directly
responsible for all costs and fees incurred by such Affiliate, which will be
directly billed to Subscriber and (2) Subscriber will be responsible for its
Affiliates’ compliance with this Master Subscription Agreement. If an Affiliate
of Subscriber that establishes a relationship with Upwork under this provision
ceases to be an Affiliate of Subscriber, then the relevant Affiliate Order Form
will terminate with respect to such Services in accordance with Section 4.4
(Effect of Termination and Survival).
2.4 Freelancer Services.

2.4.1 Freelancer Relationship. If and after the Freelancer has agreed to provide
Freelancer Services to Subscriber and has executed a Service Contract and any
other necessary agreements, Subscriber and Freelancer will work directly
together. Upwork will not supervise, control, or otherwise be responsible for
the performance of the Freelancer Services by Freelancer. For the avoidance of
doubt, Subscriber is responsible for the appropriate classification of each
Freelancer, for determining whether any engagement is subject to taxation under
IR35, and for providing any designation or notice required under IR35 to Upwork
at legalnotices@upwork.com and/or the Freelancer. If there is a dispute between
Subscriber and Freelancer, that dispute is solely between Subscriber and the
Freelancer and Upwork will not be responsible or liable to either Subscriber or
Freelancer with respect to such dispute.
2.4.2 Hourly Work for Independent Contractors. For hourly work performed by
Freelancers classified as independent contractors, Subscriber can dispute the
Freelancer billing entries as described by this Section. The Freelancer invoice
will cover the billing period that begins Mondays at 00:00 midnight UTC and ends
Sundays at 23:59 UTC (the “Weekly Billing Period”). Following each Weekly
Billing Period, Subscriber has from Monday at 12 noon UTC until Friday at 23:59
UTC to review the Freelancer’s billing records and file a dispute through the
Platform if Subscriber disputes the hours billed by the Freelancer (the
“Subscriber Review Period”). If Subscriber does not file a dispute during the
Subscriber Review Period, then (i) Subscriber will be deemed to have irrevocably
approved the time billed and irrevocably accepted the work performed by the
Freelancer during the time reflected on the Platform at the end of the
Subscriber Review Period, and (ii) Upwork will be authorized and instructed to
make payment to Freelancer for time reflected on the Platform.
2.4.3 Hourly Work for Employees. For hourly work performed by Freelancers
classified as employees, (i) Subscriber will be deemed to have automatically
approved all hours worked at the time Subscriber is invoiced for the work,
including overtime and (ii) Subscriber authorizes and instructs Upwork to make
payment to Freelancer for time reflected on any weekly time sheet, including
overtime payments. For Freelancers engaged by Upwork or Employment Provider as
employees, Subscriber agrees to comply with all applicable laws (e.g., not
requiring or encouraging any Freelancer to work without recording time, not
discouraging or prohibiting Freelancers from taking any meal or rest periods
authorized by law) and acknowledges and agrees that overtime wages are included
in the Freelancer Payments and Costs to be reimbursed by Subscriber.
2.4.4 Milestone Work. For Engagements where Freelancer Payments are tied to
completing milestones, Subscriber must approve or reject milestone approval
requests through the Platform within 14 calendar days after such approval
requests are submitted through the Platform. Subscriber acknowledges and agrees
that in the event Subscriber fails to approve or reject a submitted milestone
approval request within such 14 calendar day period, then (i) the Freelancer
Services or Freelancer Work Product reflected in the milestone approval request
will be deemed irrevocably accepted by Subscriber, and any payment associated
with the milestone will be deemed irrevocably approved by Subscriber and (ii)
Upwork will be authorized and instructed to make payment to Freelancer for such
milestone.
2.4.5 Arbitration with Freelancer. Subscriber shall enter into an agreement with
each Freelancer for each Engagement that includes a provision requiring that any
and all disputes between Subscriber and Freelancer will be subject to individual
arbitration and include a waiver of all class and collective actions. In
addition, the arbitration provision must expressly identify Upwork, including
its affiliates, officers, and directors, as a third-party beneficiary of such
arbitration provision.
2.5 On-Site Engagements; Compliance with Worker Safety Laws. Subscriber is
responsible for the safety and protection of Freelancers while such Freelancers
are performing Freelancer Services on Subscriber’s premises or at such other
location(s) as designated by Subscriber. Subscriber shall comply at all times
with all applicable laws and regulations related to Freelancer’s performance of
the Freelancer Services, including without limitation, laws, and regulations
related to work environment safety and conduct and laws related to illegal
discrimination, harassment and retaliation.
2.6 Restrictions. Subscriber will not: (i) license, sublicense, sell, resell,
distribute, transfer, assign, or otherwise commercially exploit or make
available to any third party, the Platform or the Services, except as expressly
permitted herein; (ii) modify or make derivative works based on the Services or
otherwise violate Upwork’s intellectual property rights in the Services; (iii)
reverse engineer or access the Services for any reason that is not expressly
authorized under this Agreement, including in order to (a) build a competitive
product or service or access the Services for the purposes of monitoring
performance, availability, functionality, or for any benchmarking or competitive
purposes, (b) build a product using similar ideas, features, functions or
graphics of the Service, or (c) scrape the Platform for data or content or copy
any ideas, features, functions or graphics of the Services; (iv) transmit
information that identifies or relates to natural persons or confidential
financial information through the Platform; (v) submit or post Platform Content
or other material to the Platform that is fraudulent, discriminatory, abusive,
spamming, infringing, obscene, threatening, defamatory, unlawful, tortious, or
otherwise objectionable to a reasonable person; (vii) submit or post Platform
Content or other material to the Platform that violates applicable law or the
privacy rights, publicity rights, or intellectual property rights of any third
party; (vi) submit or post Platform Content or other material to the Platform
that contains viruses, worms, Trojan horses, spam, or other harmful computer
code, files, scripts, agents, or programs; (vii) interfere with or disrupt the
integrity or performance of the Services or the data contained in it, including
engaging in denial of service attacks; (viii) attempt to gain unauthorized
access to the Services or its systems or networks; (ix) use the Services in
violation of applicable law; or (x) use or access any data on the Platform in
violation of the published privacy policy on the Platform. Subscriber will not
encourage any third party to violate these restrictions. Although Upwork is not
responsible for Subscriber’s Platform Content, it is permitted to monitor
Platform Content and reserves the right to delete any Platform Content (in whole
or in part) that Upwork determines in its reasonable discretion violates this
provision or any other part of this Agreement or which is inappropriate.
2.8 Upgrading/Downgrading. If Subscriber decides to Upgrade or Downgrade (as
those terms are defined below), then, in addition to such other terms as the
parties may need to agree to in connection with such Upgrade or Downgrade,
Subscriber authorizes and directs Upwork to migrate Freelancer contracts related
to existing Engagements between service tiers by opening a new contract on the
new service tier and then closing the old contract on the old service tier. If
no end date is indicated on the old contract, the new contract will be
established with a six-month duration. In the event the old contract is either
(i) a fixed price contract with no incomplete milestones or (ii) an hourly
contract that has not had payments made under it over the past six months, then
the old contract will only be closed on the old service tier and a new contract
will not be entered into on the new service tier. Subscriber acknowledges that
it may not be able to leave feedback for Freelancers for Engagements under
contracts that are closed by Upwork pursuant to this provision. For the purposes
of this provision, “Upgrade” means Subscriber’s election to utilize the Platform
in a higher service tier and “Downgrade” means Subscriber’s election to utilize
the Platform in a lower service tier.
 3. FEES AND PAYMENTS.

3.1 Enterprise Billing Services. Upwork will make, or cause to be made,
Freelancer Payments and Costs on behalf of Subscriber in accordance with this
Agreement. Upwork will bill Subscriber in arrears on a monthly basis for all
such payments made by Upwork and all applicable fees and costs. Subscriber’s
ability to use Enterprise Billing Services described in this Section is subject
to Upwork’s approval of a credit limit for Subscriber and limited by the amount
of that approval. Upwork may at any time without notice, grant, deny, limit,
extend, withdraw, increase or decrease credit to Subscriber at its sole
discretion.
3.2 Billing and Payment. Subscriber shall pay Upwork the fees set forth in the
Order Form in accordance with the terms and conditions contained therein, in
addition to all Freelancer Payments and Costs. Subscriber shall pay all invoices
within the time period stated on the Order Form, measured from the date of the
invoice. Payment obligations are non-cancelable and non-refundable. Any late
payments are subject to a finance charge equal to the lesser of 2% per month or
the maximum permitted by law, plus reimbursement for collection expenses. All
amounts specified in the Order Form are in U.S. dollars. All amounts hereunder
will be invoiced in, and must be paid in, U.S. dollars. The pricing during any
Renewal Term will be the same as that during the prior Term period unless Upwork
provides written notice of a price change at least 30 days before any renewal
notice is due, in which case the pricing increase will be effective upon the
commencement of the subsequent Renewal Term. Billing for any pricing increases
will commence in the month following the renewal month in which the Order Form
was renewed.
3.3 Freelancer Service Fee. Upwork normally charges Freelancers a fee stated on
the Platform. However, if a Freelancer is a BYO Freelancer or if the Freelancer
is engaged via Upwork Payroll Services, Upwork will not charge such fee to the
Freelancer for any work the Freelancer performs for Subscriber as a BYO
Freelancer or via Upwork Payroll Services.
3.4 Fees Related to Upwork Payroll Services. The Upwork Payroll Fee set forth in
the Order Form only applies to Freelancers located in the United States who are
engaged using Upwork Payroll Services. The Upwork Payroll Fee for international
Freelancer Engagements varies by country. For Upwork Payroll Service Engagements
with respect to Freelancers located outside of the United States, the Upwork
Payroll Fee and all Employment-Related Costs will be provided to Subscriber for
approval prior to the Employment Provider hiring the relevant Freelancer as
further detailed in Section 6.3 (Upwork Payroll Services).
3.5 Taxes. All fees and charges payable in connection with this Agreement or an
Order Form are exclusive of Taxes. Subscriber will be responsible for promptly
paying or reimbursing, as the case might be, all Taxes arising in connection
with this Agreement (without any offset or deduction to the fees paid to
Upwork). For countries where Upwork is not registered to collect indirect Taxes
(e.g., VAT or GST), Subscriber will pay such Taxes via reverse charge mechanism
to the appropriate tax authority. Subscriber will reimburse Upwork for any
deficiency relating to Taxes that are Subscriber’s responsibility under this
Agreement. The parties will cooperate in good faith to minimize Taxes to the
extent legally permissible and will provide each other with any applicable Tax
exemptions or certificates as reasonably requested and notify the other party if
any such exemption or certificate is subsequently revoked or modified. If
applicable, Subscriber shall communicate to Upwork its VAT or GST identification
number(s) attributed by (i) the country where Subscriber has established its
business or (ii) any other country where Subscriber has established a fixed
establishment to which Upwork’s Services are provided. Upwork will consider the
Services under this Agreement to be for Subscriber's business use and provided
to the location(s) of Subscriber as identified by the provided VAT or GST
identification number(s). Upon request, Subscriber shall promptly provide Upwork
with proof of direct Tax payments made to applicable authorities. Subscriber
shall promptly pay or reimburse Upwork for all costs and fines related to any
liability incurred by Upwork as a result of Subscriber’s non-compliance or delay
with its responsibilities herein. Subscriber’s obligation under this Section
will survive the termination or expiration of this Agreement.
3.6 Purchase Order. Notwithstanding any other provision in this Agreement, if
Subscriber requires a purchase order to issue payment under this Agreement and
Upwork has not received a copy of such purchase order, Upwork reserves the right
to suspend Subscriber’s access to the Platform until such purchase order has
been received. If Subscriber requires a valid purchase order number to be
attached to or entered in an invoice submission to Subscriber’s portal, but a
valid purchase order has not been provided to Upwork in a timely manner, the net
payment terms in the Service Order will be based on the date of the invoice
generated by Upwork and not the date of invoice submission to Subscriber’s
portal.
3.7 Non-Circumvention. If Subscriber engages (or directs a third party to
engage) the services of a Platform Freelancer that Subscriber found on the
Platform through a source other than Upwork within two years after the date that
such Platform Freelancer is first engaged by Subscriber or, if never engaged by
Subscriber through the Platform, within two years after the Platform Freelancer
is first identified by Subscriber on the Platform, then Subscriber agrees to pay
Upwork $10,000 for each such Freelancer. If upon Subscriber’s request, Upwork
finds a Freelancer that was not on the Platform and Subscriber engages that
Freelancer through a source other than Upwork, Subscriber agrees to pay Upwork
$10,000 for each such Freelancer. This provision does not apply to (i) BYO
Freelancers or (ii) Freelancers responding independently and without direct
solicitation to Subscriber’s indirect solicitations (such as employment agency
referrals and internet job postings).
 4. TERM AND TERMINATION.

4.1 Term. This Agreement will begin on the Effective Date and will continue for
the duration of the initial term length specified in the Order Form (the
"Initial Term") unless sooner terminated in accordance with the terms of this
Master Subscription Agreement. Following the Initial Term, Subscriber's Order
Form subscription will automatically renew for successive one-year terms unless
either party provides the other party notice of non-renewal at least 30 days
before the end of the then-current Term (each a "Renewal Term", all of which
together with the Initial Term are referred to as the "Term").
4.2 Termination for Cause. Upon a material breach of this Agreement by either
party, the non-breaching party may terminate this Agreement immediately if such
default continues and is not remedied within 30 days following written notice of
default from the non-breaching party. Either party will have the right to
terminate this Agreement immediately if the other party (i) becomes subject to
any bankruptcy or insolvency proceeding under federal or state statute that is
not dismissed within 30 days, (ii) becomes subject to direct control by a
trustee, receiver or similar authority, or (iii) has wound up or liquidated,
voluntarily, or otherwise. Notwithstanding the foregoing, Upwork has the right
to immediately suspend or terminate Subscriber’s account and this Agreement if
Upwork does not receive payment from Subscriber by the due date in this
Agreement and all amounts owed under the Agreement will become immediately due.
4.3 Post-Termination Obligations. If Subscriber’s subscription to the Services
or this Agreement ends early for any reason other than Subscriber’s termination
pursuant to Section 4.2 (Termination for Cause), then, in addition to other
amounts Subscriber may owe Upwork, Subscriber will be responsible for paying any
unpaid Subscription Fees associated with the remainder of the current Term.
4.4 Effect of Termination and Survival. As of the date either party provides
notice of termination to the other, Subscriber will no longer be able to enter
into new Engagements via the Platform. All projects in a working status as of
the date such notice is provided (each a “Final Engagement”) will remain active
until completed, even if completion of the Final Engagement follows the
termination date, unless otherwise agreed by the parties and the affected
Freelancer(s). Notwithstanding any termination of this Agreement, Subscriber
remains responsible for payment of all fees and payments owed to Upwork under
this Agreement, including any Freelancer Payments and Costs. The sections and
subsections titled “Fees and Payments”, “Effect of Termination and Survival”,
“Intellectual Property”, “Representations, Warranties and Disclaimers”,
“Confidentiality”, “Indemnification”, “Limitation of Liability”, “Miscellaneous”
and all of Subscriber’s outstanding obligations, will survive any termination or
expiration of this Agreement.
 5. INTELLECTUAL PROPERTY.

5.1 Ownership of the Platform and Services. All rights in and to the Platform
and Services, including any modifications made thereto and derivatives thereof,
exclusively belong to and at all times will remain the sole and exclusive
property of Upwork. All rights not expressly granted to Subscriber and its
Authorized Users with respect to the Platform and Services are reserved by
Upwork. Subscriber will not take or permit any third party to take any action
with respect to the Platform or Services that is not expressly authorized under
this Agreement.
5.2 Platform Content. Upwork allows Subscriber to submit, upload, and post
content (including text, images, video, audio, and other materials or
information) to Upwork and the Platform for the purposes of such content being
displayed on the Platform for the purpose of finding Freelancers (collectively
“Platform Content”). “Platform Content” does not include Freelancer Work Product
or Subscriber’s Confidential Information. Subscriber is solely responsible for
all Platform Content submitted, uploaded, or otherwise posted by it to the
Platform, included with respect to harm to third parties caused thereby.
Subscriber hereby grants (and represents and warrants that it has the right to
grant) Upwork and its representatives the worldwide, royalty-free, and
sublicensable right to use and publish the Platform Content in connection with
Upwork’s provision of the services.
5.3 User Feedback. Upwork will own and have a royalty-free right to exploit any
feedback, insights, and suggestions provided by or on behalf of Subscriber to
Upwork concerning the functionality, features, and performance of the Platform,
including without limitation the identification of errors or bugs or any
suggested fixes or workarounds, improvements, modifications, or enhancements
(“User Feedback”). Subscriber agrees that its provision of any User Feedback
will be gratuitous, non-confidential, unrestricted, and made without any right
to receive any compensation in return.
5.4 Ownership of Freelancer Work Product. Ownership of all Freelancer Work
Product will be governed by the Service Contract. Upwork will not own any
Freelancer Work Product. In the event that ownership rights in Freelancer Work
Product arising from an Engagement accrue to the benefit of Upwork, Upwork
hereby assigns such rights to Subscriber.
 6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.

6.1 Representations and Warranties. Each party represents and warrants that: (i)
it is an entity that is duly organized and validly existing under the laws of
the jurisdiction in which it is established; (ii) it has full power and
authority, and has obtained all required approvals, permissions and consents
necessary, to enter into this Agreement and to perform its obligations
hereunder; (iii) this Agreement is legally binding upon it and enforceable in
accordance with its terms; and (iv) the execution, delivery and performance of
this Agreement does not and will not conflict with any agreement, instrument,
judgment or understanding, oral or written, to which it is a party or by which
it may be bound.
6.2 Subscriber Acknowledgements. Other than as stated in this Agreement,
Subscriber expressly acknowledges, agrees, and understands that: (i) Upwork is
not a party to the dealings between Subscriber and Freelancer, including the
substantive terms of posts, the selection of a Freelancer, the decision to
contract with a Freelancer, and the performance or receipt of Freelancer
Services or provisioning of Freelancer Work Product; (ii) Upwork does not, in
any way, supervise, direct, or control the Freelancer or Freelancer Services;
(iii) Upwork is not a party to the Service Contract and will not have any
liability or obligations under or related to Service Contracts for any acts or
omissions by Freelancers; (iv) Upwork makes no representations as to the
quality, security, or legality of any Freelancer Services or Freelancer Work
Product, and Upwork disclaims any and all liability relating thereto; (v) Upwork
merely makes the Platform available to enable Freelancers to identify and
determine the suitability of clients at Freelancers’ discretion and to enable
clients, such as Subscriber, to identify and determine the suitability of
Freelancers at Subscriber’s discretion; (vi) Upwork does not set Freelancer’s
work hours, work schedules, or location of work, nor is Upwork involved in
determining if the Freelancer fees will be set at an hourly or fixed rate for a
Service Contract or what those rates will be; (vii) Upwork will not provide
Freelancer with training or any equipment, tools, labor, or materials needed to
complete their work; (viii) Upwork does not provide the premises at which the
Freelancer will perform the work; (ix) if there is a dispute between Subscriber
and Freelancer, that dispute is solely between Subscriber and the Freelancer and
Upwork will not be responsible or liable with respect to such dispute; (x)
Upwork is not an employer of or joint employer or integrated or single
enterprise with any independent contractor Freelancer or Subscriber; and (xi)
unless otherwise agreed as part of the relevant Engagement, independent
contractor Freelancers may hire employees or engage contractors or
subcontractors (at his or her sole expense) to assist with providing the
Freelancer Services. Upwork makes no representations about and does not
guarantee the truth or accuracy of Freelancer’s listings on the Platform; the
ability of Freelancers to deliver the Freelancer Services; or that Subscriber or
Freelancer can or will actually complete a transaction.
6.3 Upwork Payroll Services. If Subscriber requests Upwork to hire a Freelancer
classified as an employee via Upwork’s Payroll Services, then Employment
Provider will enter into an employment relationship with the applicable
Freelancer that governs the provisioning of Freelancer Services and Freelancer
Work Product. In addition to Subscriber’s responsibilities set forth in this
Agreement, if Subscriber requests to use Upwork Payroll Services, then
Subscriber shall: (i) not request or allow the Freelancer to commence work until
Subscriber receives notice from Upwork or its Employment Provider that
employment paperwork has been completed and employment has started; (ii) absent
exigent circumstances, (a) provide at least 72 hours’ advance notice (or longer,
if required under applicable law) before terminating a worker’s employment
assignment, or (b) immediately provide notice of any voluntary termination;
otherwise, Subscriber will be responsible for any penalties or costs for
violating or complying with laws governing final paycheck requirements; and
(iii) immediately inform Upwork of any request for a leave of absence or
disability accommodation or if Subscriber becomes aware of a potential
disability or need for leave or accommodation and provide any legally protected
accommodation or leave.

6.4 Freelancer Information. Upwork does not independently evaluate, investigate,
or otherwise conduct any due diligence regarding Freelancers, their profiles,
portfolios, resumes, qualifications, skills, background, or prior experience.
Accordingly, Upwork makes no representations as to the reliability, capability,
background, identity or qualifications of any Freelancer. Freelancer Information
posted on or to the Platform, is intended to be illustrative only and is not
intended to be a guarantee or warranty by Upwork. Upwork is not responsible for
and will have no liability for Subscriber’s use of or reliance on any Freelancer
Information, and Subscriber acknowledges and agrees that Subscriber will be
solely responsible for undertaking the necessary research and due diligence to
evaluate Freelancer Information and has the proper knowledge, skill, and
experience to evaluate Freelancer Information.
6.5 Disclaimer. UPWORK, ITS AFFILIATES, PARTNERS, AND SUBCONTRACTORS HEREBY
EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF ACCURACY,
SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF
TRADE WITH RESPECT THERETO, THOSE MADE BY A FREELANCER TO SUBSCRIBER OR RELATING
TO ANY FREELANCER SERVICE OR FREELANCER WORK PRODUCT. THE SERVICES PROVIDED
UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND WITH ALL FAULTS. LIABILITY FOR
FREELANCER’S WORK PRODUCT AND THE FREELANCER SERVICES ARE SOLELY THAT OF THE
FREELANCER. NEITHER UPWORK NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS HAVE ANY
RESPONSIBILITY FOR FREELANCER SERVICES OR FREELANCER WORK PRODUCT.
 7. CONFIDENTIALITY.

7.1 Obligations and Restrictions. The receiving party will: (i) keep the
disclosing party’s Confidential Information confidential; (ii) not disclose such
Confidential Information to any third party other than an Authorized Recipient
without the disclosing party’s prior written permission; (iii) exclusively use
such Confidential Information for its intended purpose; and (iv) not remove any
copyrights, trademark notices, or other indications of confidentiality from such
Confidential Information. The receiving party may disclose Confidential
Information to Authorized Recipients provided that each such Authorized
Recipient is bound by confidentiality obligations that are at least as
restrictive as the terms contained in this Agreement. The receiving party is
responsible for its Authorized Recipients’ use and disclosure of Confidential
Information and will take reasonable steps to ensure their compliance with this
Agreement. Subscriber acknowledges that Freelancers working on their Engagements
will have access to Confidential Information that is shared through the Platform
with respect to such Engagements. Subscriber authorizes Upwork to collect data
related to Subscriber’s use of the Services and Platform, to de-identify (with
respect to Subscriber and any user) any such data, and to use and disclose any
such data that is not identifiable to a specific person or to Subscriber.
7.2 Compelled Disclosure. This Agreement does not prohibit a party from
complying with (but only to the extent of) a valid legal requirement to disclose
Confidential Information, but such party must make reasonable efforts to give
the other party reasonable advance notice of such requirement. Subscriber and
Upwork further acknowledge receipt of this notice under 18 U.S.C § 1833(b)(1)
and that an individual will not be held criminally or civilly liable under any
Federal or State trade secret law for disclosing a trade secret that (A) is made
(i) in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely to report or
investigate a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under
seal.
7.3 Return of Confidential Information. Upon termination of this Agreement or at
the disclosing party’s request, the receiving party will promptly return or
destroy the disclosing party’s Confidential Information that is in its or its
Authorized Recipients’ possession (including materials containing or based upon
such Confidential Information). Upon request, the receiving party will also
certify in writing its compliance with this provision. However, each party is
permitted to retain a copy of any Confidential Information to the extent
required by law or as automatically archived pursuant to standard backup
processes provided that, notwithstanding the expiration of this Agreement, the
confidentiality terms of this Agreement will continue to apply to any
Confidential Information that remains in the possession of the receiving party
or its Authorized Recipients for as long as it remains in their possession.
7.4 Equitable Relief. The receiving party acknowledges that the unauthorized use
or disclosure of the disclosing party’s Confidential Information may cause the
disclosing party irreparable harm and significant damages that may be difficult
to calculate. Therefore, the disclosing party will have the right to seek
equitable relief to prevent or stop any actual or threatened unauthorized use or
disclosure of its Confidential Information in addition to any other rights and
remedies that it may have.
 8. INDEMNIFICATION.

8.1 Indemnification by Upwork. Upwork will indemnify Subscriber and its
directors, officers, agents and employees from and against any losses or
liabilities related to Claims to the extent caused by the infringement or
alleged infringement of U.S. intellectual property rights of a third party due
to Subscriber’s use of the Platform or Services, excluding infringement or
alleged infringement that arises or results from (i) Subscriber’s use of the
Services or Platform in a way not authorized by Upwork; (ii) any modification to
the Platform made by Subscriber; (iii) use of the Services or Platform in
combination with any other service, platform, process, or materials with which
the Services or Platform is not intended to be combined; (iv) Subscriber’s
continued use of the infringing or allegedly infringing Services or Platform
after Subscriber has been provided with modifications or other remedies to avoid
the alleged infringement; (v) Platform Content; (vi) Freelancer Services; or
(vii) Freelancer Work Product.
8.2 Indemnification by Subscriber. Subscriber will indemnify Upwork and its
Affiliates and their directors, officers, agents and employees from and against
any and all losses and liabilities related to Claims to the extent caused by (i)
Subscriber’s violation of any law or regulation, including laws related to
illegal discrimination or harassment; (ii) the misuse or unauthorized use of the
Platform; (iii) Subscriber’s Platform Content; or (iv) the misclassification of
a Freelancer under applicable classification laws and regulations.
8.3 Indemnification Requirements. The indemnification obligations of each party
(the “Indemnifying Party”) are contingent upon the other party (the “Indemnified
Party”) providing the Indemnifying Party with: (i) prompt written notice of any
Claim for which indemnification may be sought under this Agreement; (ii) control
over the defense and settlement of any such Claim with counsel of the
Indemnifying Party’s choice; and (iii) proper and full information and
assistance, at the Indemnifying Party’s expense and request, to settle or defend
any such Claim. Indemnified Party will be entitled to participate in, through
its own counsel at its own cost and expense, but not to determine or conduct,
any defense or settlement of a Claim. Indemnifying Party is not permitted to
enter into any settlement with respect to a Claim other than one for purely
money paid by Indemnifying Party with a full release of liability with respect
to Indemnified Party without Indemnified Party’s prior written consent, which
will not be unreasonably withheld.
 9.  LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST
     PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR
     EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT,
     HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
     NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK FROM SUBSCRIBER UNDER THIS
     AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO
     INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY
     UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL
     INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER
     THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS
     IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR WHICH
     LIABILITY IS SOUGHT TO BE IMPOSED. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS
     PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND
     FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY
     FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
 10. MISCELLANEOUS.

10.1 Records and Audit. Upwork will maintain reasonable records related to the
engagement of Freelancers under this Agreement (“Engagement Records”) for at
least five years following the termination of the Freelancer’s work for
Subscriber. Subject to restrictions imposed by laws and regulations related to
the privacy of the Freelancer, for the duration of the Term, Subscriber, at its
sole cost and expense and no more than once per calendar year, may audit
Engagement Records at any time during Upwork’s normal business hours after
providing Upwork with 15 days’ written notice of such audit. Such Engagement
Records will automatically be deemed Upwork’s Confidential Information and any
outside auditor engaged by Subscriber with respect to such audit will (i) be
reasonably acceptable to Upwork; and (ii) enter into a confidentiality and
non-use agreement in such form provided by Upwork with respect to the Engagement
Records. Subscriber will conduct audits in a manner that is designed to minimize
disruptions to Upwork’s business operations. If errors are identified by an
audit, then Upwork shall take prompt action to correct such errors.
10.2 Insurance. Upwork shall maintain at minimum the following types and limits
of insurance at its own expense at all times during the Term:
(i) Commercial General Liability covering products/operations, bodily injury,
property damage, and personal injury with limits of $1,000,000 per occurrence
and $2,000,000 in the aggregate.
(ii) Automobile Liability with a combined single limit of $1,000,000 for bodily
injury and property damage covering both hired and non-owned automobiles used by
Upwork to provide Services to Subscriber under this Agreement.
(iii) Statutory Workers Compensation coverage as required by state law with
employer’s liability limits of at least $1,000,000 per claim and $1,000,000 in
the aggregate.
(iv) Errors and Omissions coverage including network security and privacy
liability that includes third parties with limits of at least $10,000,000 per
claim and in the aggregate.

The foregoing policies will be issued on an occurrence basis and provided by a
carrier with a rating of at least A-VII. The existence of these insurance
policies will neither limit nor expand Upwork’s liability hereunder. Upon
Subscriber’s request, Upwork will provide Subscriber with a certification
evidencing the coverage described in this Section.
10.3 Service Delivery. Notwithstanding any other provision in this Agreement,
Upwork has the right, in its sole discretion, to provide the Platform and one or
more of its Services through Upwork, an Upwork Affiliate, or a third-party
subcontractor. Upwork will at all times remain responsible for its Affiliates’
or subcontractors’ compliance with the terms of this Agreement.
10.4 Governing Law. The laws of California will govern this Agreement and its
interpretation without reference to its principles of conflicts of laws. All
disputes arising out of this Agreement between Upwork and Subscriber will be
subject to the exclusive jurisdiction of and a venue located in the federal or
state courts of Santa Clara County, California. Subscriber and Upwork hereby
consent to the personal and exclusive jurisdiction and venue of these courts and
waive any objection (and right to object) to such venue or jurisdiction on the
basis that such forum is an inconvenient forum.
10.5 Assignment. Neither party will be permitted to assign this Agreement to a
third party other than an Affiliate or successor to its business or assets
without the other party’s prior written consent. For avoidance of doubt, this
clause does not restrict (or require consent in connection with) the transfer or
assignment of this Agreement in connection with a merger, sale of assets, sale
of stock, reorganization, or otherwise by a party.
10.6 Entire Agreement. This Agreement represents the entire agreement between
the parties and supersedes all prior agreements and understandings with respect
to the matters herein. Subject to the terms of this Agreement, no amendment to
this Agreement will be effective unless in writing signed by both parties. This
Agreement hereby incorporates by reference all policies posted on the Platform,
as may be modified by Upwork from time to time in its sole discretion. In the
event of a conflict between this Agreement and the other policies, this
Agreement will control. In the event of a conflict between this Agreement and an
Order Form, the terms of the Order Form will govern to the extent of the
conflict. The parties may execute this Agreement in counterparts, which taken
together will constitute one instrument. No provision of any pre-printed order
form, purchase order, click-through process, or other business form employed by
Subscriber will supersede the terms and conditions of this Agreement, and any
such document relating to this Agreement will be for administrative purposes
only and will have no legal effect.
10.7 Force Majeure. Excluding Subscriber’s obligation to make payments to Upwork
and to reimburse Upwork hereunder, both parties will be excused from performance
under this Agreement to the extent that either party is prevented from
performing or is unable to perform any of its obligations under this Agreement
as a result of causes beyond its reasonable control, including without
limitation, any act of god, fire, casualty, flood, earthquake, war, strike,
lockout, epidemic, destruction of facilities, riot, insurrection, material
unavailability, telecommunications or internet failures, acts of the government,
governmental requirements and regulations or restrictions imposed by law, if
such party has used its commercially reasonable efforts to mitigate its effects,
such party will give prompt written notice to the other party. In such event,
the time for the performance will be extended for the period of delay or
inability to perform due to such occurrences.
10.8 Severability. If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, then such provision will be
deemed to be severed from this Agreement and have no legal effect. Provided that
the fundamental terms of this Agreement remain valid and enforceable following
such severance, the remaining provisions of this Agreement will remain in full
force and effect and binding upon the parties.
10.9 Waiver. The waiver of one breach or default or any delay in exercising any
rights hereunder will not constitute a waiver of any subsequent breach or
default of such rights.
10.10 Notices. All notices permitted or required under this Agreement must be in
writing and will be delivered by electronic mail to legalnotices@upwork.com, in
person or mailed by first class, registered or certified mail, postage prepaid,
or by any nationally reputable overnight courier able to provide a receipt of
delivery, to the address of the party specified in this Agreement, such other
address as either party may specify in writing or such address the party sending
the notice has on file. Such notice will be deemed to have been given upon
receipt.
10.11 Independent Contractor. Neither party will be deemed to be an agent of the
other party and the relationship between the parties will only be that of
independent contractors. Neither party will have any right or authority to
assume or create any obligations or to make any representations or warranties on
behalf of any other party, whether express or implied, or to bind the other
party in any respect whatsoever.
10.12 Compliance with Law. Each party is responsible for and shall comply with
all laws and regulations that are applicable to their respective businesses,
including Subscriber with respect to its use of the Platform and Engagement of
Freelancers.
10.13 Export Law Assurances. Subscriber understands that the deliverables
provided to Subscriber under this Agreement may be subject to export control
laws and regulations. SUBSCRIBER MUST NOT EXPORT OR RE-EXPORT ANY FREELANCER
WORK PRODUCT OR ANY INFORMATION OR TECHNOLOGY UNDERLYING THE FREELANCER WORK
PRODUCT OR FREELANCER SERVICES EXCEPT IN FULL COMPLIANCE WITH ALL UNITED STATES
AND OTHER APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION, UNITED
STATES EXPORT CONTROL LAWS.
10.14 Costs. If any action at law or in equity (including arbitration) is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party will be entitled to reasonable attorney’s fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.



MASTER SUBSCRIPTION AGREEMENT (WPP)


VERSION 3.2

EFFECTIVE AUGUST 31, 2021

Download

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TABLE OF CONTENTS

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MASTER SUBSCRIPTION AGREEMENT - COMPLIANCE WPP



This Master Subscription Agreement governs each Order Form (collectively, the
“Agreement”) entered into by Upwork Global Inc. (“Upwork”) and the subscriber
identified in the Order Form (“Subscriber”). Any term used in this Master
Subscription Agreement that is defined in the Order Form and is not otherwise
defined herein will have the meaning ascribed to it in the Order Form. The
parties hereby agree:


 1. DEFINITIONS. The following terms will have the meanings ascribed to the
    below when used in this Agreement:

1.1 “Affiliate” means an entity which directly or indirectly controls, is
controlled by, or is under common control with Subscriber or Upwork (as
applicable), whereby “control” (including, with correlative meaning, the terms
“controlled by” and “under common control”) means direct or indirect ownership
or control of more than 50% of the voting interests of Subscriber or Upwork (as
applicable).
1.2 “Authorized Users” means Subscriber’s representatives who are permitted to
access and use the Platform on Subscriber’s behalf.
1.3 “Authorized Recipients” means employees and representatives of the party
receiving Confidential Information that have a bona fide need to receive such
Confidential Information.
1.4 “BYO Freelancer” ” means a Freelancer that Subscriber brings to Upwork’s
Platform that is not a registered freelancer on the Platform.
1.5 “BYO Service Fee” means the Subscriber fee that is payable to Upwork that
applies to Engagements involving a BYO Freelancer.
1.6 “Claims” means any and all third-party claims, suits or proceedings,
including without limitation claims or actions by applicable government
agencies. For the purposes of Upwork’s indemnities owed to Subscriber hereunder,
the term “Claims” excludes Excluded Claims.
1.7 “Confidential Information” means any information or materials (regardless of
form or manner of disclosure) that are disclosed by or on behalf of one party to
the other party that (i) are marked, flagged, or communicated as being
“confidential” or “proprietary” either at the time of such disclosure; (ii) the
disclosing party orally discloses to the receiving party and identifies as being
confidential or proprietary at the time of disclosure and confirms to be such in
writing within 10 days after such disclosure; or (iii) a reasonable person
should know to be confidential, even if not so marked. The term “Confidential
Information” does not include any information or materials that: (a) are or
become generally known or available to the public through no breach of this
Agreement or other wrongful act or omission by the receiving party; (b) were
already known by the receiving party; (c) are acquired by the receiving party
without restriction from a third party who has the right to make such
disclosure; or (d) are independently developed by or on behalf of the receiving
party without reference to any Confidential Information.
1.8 “Custom Compliance Costs” means all third-party costs incurred by Upwork,
its Affiliates, or Employment Provider for any background checks, drug tests or
other compliance or screening measures required by Subscriber or applicable law.
1.9 “Effective Date” means the later of either the “Contract Start Date” listed
on the first Order Form signed by the parties or date that the first Order Form
is fully executed by the parties.
1.10 “Employment Provider” means Upwork’s third-party employment provider(s)
that employ Freelancers classified as employees in conjunction with Upwork
Payroll Services.
1.11 “Employment-Related Costs” means any additional employment-related costs,
if applicable, for items Subscriber requires or that are required by law,
including overtime, premium pay, expense reimbursements, paid sick leave, and
Affordable Care Act (ACA) health insurance contributions, paid vacation,
severance, notice or termination costs, jurisdictional costs, and other similar
benefits.
1.12 “Engagement” means an engagement for Freelancer Services and Freelancer
Work Product that a Freelancer provides to a Subscriber.
1.13 “Enterprise Billing Services” means Upwork’s Service of issuing Freelancer
Payments on Subscriber’s behalf as due for each Engagement and then billing
Subscriber in arrears on a monthly basis for all such payments as further
described in Section 3.1 (Enterprise Billing Services).
1.14 “Excluded Claims” means claims arising, in whole or in part, from (i)
Subscriber’s direct engagement (whether as an employee or independent
contractor) of a Freelancer before, after or outside of Upwork’s Engagement of
Freelancer to provide Freelancer Services to Subscriber under this Agreement,
(ii) Subscriber’s direction, participation or involvement with the Freelancer or
Freelancer Services, or (iii) any of the following situations to the extent
caused by incomplete or inaccurate information provided by Subscriber (including
Subscriber’s failure to timely update information) or Subscriber’s acts or
omissions: (a) Upwork’s misclassification of a Freelancer; (b) Employment
Provider’s failure to comply with applicable wage and hour laws or regulations;
or (c) Upwork or Employment Provider’s failure to make a payment to Freelancer.
1.15 “Freelancer” means a user that advertises and provides services via the
Platform. Freelancers collectively refers to all BYO Freelancers and Platform
Freelancers, regardless of their classification.
1.16 “Freelancer Information” means any information regarding a Freelancer on
the Platform.
1.17 “Freelancer Payments” means all payments made by Upwork or Employment
Provider on behalf of Subscriber to Freelancers in accordance with this
Agreement, including, if applicable, expenses authorized by Subscriber or
required by law.
1.18 “Freelancer Payments and Costs” collectively means Freelancer Payments,
Custom Compliance Costs and Employment-Related Costs.
1.19 “Freelancer Services” means the services that a Freelancer has agreed to
perform for Subscriber, including the Subscriber’s project post and description
on the Platform.
1.20 “Freelancer Work Product” means all work, work product, and deliverables
created by a Freelancer for Subscriber based on the Subscriber’s project post
and description on the Platform.
1.21 “Independent Contractor Agreement” means the Independent Contractor
Agreement between Upwork Talent Group Inc. and the Freelancer, in substantially
the form located at www.upwork.com/legal#independent-contractor-premium. For
avoidance of doubt, the parties agree that the Independent Contractor Agreement
constitutes Upwork’s Confidential Information.
1.22 “Order Form” means the applicable enterprise order form executed by
Subscriber and Upwork that references this Agreement.
1.23 “Platform” means the website located at www.upwork.com, including any pages
tailored to or viewable by a specific client thereon (e.g., private talent
clouds).
1.24 “Platform Content” has the meaning given to it in Section 5.2.
1.25 “Platform Freelancer” means a Freelancer that is not a BYO Freelancer.
1.26 “Program Management Services” means Services provided by Upwork to
Subscriber to help Subscriber use its Upwork account on the Platform, including
without limitation, assistance by Upwork to help determine Subscriber’s project
needs, suggestion of certain talent, and skills needed to complete Subscriber’s
project and help Subscriber draft project posts.
1.27 “Services” means Upwork’s products and services that are provided to
Subscriber in connection with this Agreement, and as further set forth on the
Order Form, and any Technology provided by Upwork in connection with the
operation or provision of such products and services, including provisioning
access to the Platform. The “Services” are separate from and do not include
Freelancer Services or Freelancer Work Product.
1.28 “Service Fee” means the Subscriber fee that is payable to Upwork that
applies to Engagements involving a Platform Freelancer.
1.29 "Subscription Fee" means the subscription fee specified in the Order Form
that Subscriber pays for its access to the Services described herein.
1.30 “Talent Sourcing Services” means those Services that Subscriber may request
from Upwork from time to time related to talent sourcing, which include helping
generate interest in Subscriber’s job posts from Freelancers and the provision
of a short list of Freelancers advertising the skills that Subscriber seeks. Any
use by Subscriber of Talent Sourcing Services will not alter or remove any
Subscriber responsibilities under the Agreement.
1.31 “Taxes” means all taxes, levies, imposts, duties, and similar governmental
assessments arising in connection with this Agreement, including but not limited
to sales, use, VAT, GST, income withholding, property, excise, service,
transaction, privilege, and occupation, in addition to taxes incurred on
transactions between Upwork and its Affiliates or third-party subcontractors.
The term “Taxes” does not include taxes levied on Upwork’s own income and
property.
1.32 “Technology” means all ideas, concepts, inventions, systems, platforms,
software, interfaces, tools, utilities, templates, forms, documentation,
content, training materials, techniques, methods, processes, algorithms,
know-how, trade secrets and other technologies, implementations and information.
1.33 “Term” has the meaning ascribed to it in Section 4.1.
1.34 “UTC” means Universal Time Coordinated.
1.35 “Upwork Payroll Fee” means the fee charged by Upwork to Subscriber for the
provisioning of Upwork Payroll Services in connection with an Engagement.
1.36 “Upwork Payroll Services” means the Service provided by Upwork whereby
Employment Provider will handle certain administrative and legal requirements
relating to the hiring of the Freelancer, including offering, tracking, and
paying Freelancers legally-required sick leave, employment agreements, policies
and notices, wage payment, payroll taxes, workers’ compensation, unemployment
insurance, and the Affordable Care Act (ACA), if applicable, in addition to any
other benefits required by law.
 2. PLATFORM AND SERVICES.

2.1 Platform Access. Subject to the terms and conditions of this Agreement,
Upwork (i) shall use commercially reasonable efforts to make the Platform
available to Subscriber and (ii) hereby grants to Subscriber and its Authorized
Users a limited, terminable, non-exclusive, non-assignable, non-sublicensable,
non-transferable (except as otherwise authorized herein) world-wide license to
access and use the Platform to (a) find, communicate with, and engage
Freelancers through the Platform, (b) receive, review, and approve Freelancer
Services and Freelancer Work Product, and (c) approve Freelancer billing records
for payment by Upwork or the Employment Provider on behalf of Subscriber.
Subscriber is responsible for its Authorized Users’ use of the Platform and will
take reasonable steps to ensure that their use of the Platform complies with the
terms of this Agreement. During the Term, Upwork may modify the features and
functionality of the Platform. Subscriber hereby acknowledges that its access to
and use of the Platform will be via the internet only. Subscriber shall take
reasonable steps to prevent unauthorized access to the Platform, including
without limitation by protecting and instructing Authorized Users to protect
passwords and login information. Subscriber shall promptly notify Upwork if it
becomes aware of any unauthorized use of the Platform and will reasonably
cooperate with Upwork to remediate such breaches.
2.2 Compliance Services.
2.2.1 Worker Classification. Upwork will determine the appropriate worker
classification (e.g., independent contractor or employee, including application
of tax withholding obligations under the UK tax legislation IR35 ("IR35")) for
each Engagement based on the information that Subscriber and Freelancer provide
about the applicable Engagement between them. Determining the proper
classification for a Freelancer depends on many factors, including information
in Subscriber’s control. Subscriber will provide Upwork with all information
requested that is related to the Engagement and the classification of a
Freelancer in a timely, accurate, and complete manner and notify Upwork
immediately if any such information changes. If applicable, Upwork will provide
a Status Determination Statement ("SDS") required by IR35 to the Freelancer on
behalf of the Subscriber. If Subscriber wishes to provide an SDS or designation
under IR35 to Upwork and/or the Freelancer, Upwork will work with Subscriber to
do so.
2.2.2 Freelancer Engagement. Upwork will, based on its worker classification,
either: (i) engage the Freelancer as an independent contractor, (ii) hire the
Freelancer as an employee through Upwork Payroll Services, or (iii) if the
classification is neither employment nor independent contractor, for example the
“worker” classification in the United Kingdom, Upwork will engage the worker
consistent with applicable law. Upwork may delegate the Engagement of
Freelancers (and other obligations regarding Freelancers under this Agreement)
to one or more third parties. Upwork and Employment Provider reserve the right
not to engage or hire a Freelancer in their sole discretion. Upwork will cause
each Freelancer classified and engaged as an independent contractor to execute
an Independent Contractor Agreement. Upwork (through Employment Provider) will
cause each Freelancer classified and hired as an employee to execute an
employment agreement containing confidentiality and intellectual property
assignment provisions consistent with this Agreement.
2.2.3 Custom Requirements. At Subscriber’s request, if legally permissible and
subject to separate fees, Upwork will establish and administer mutually
agreeable custom onboarding requirements, including, if applicable, background
checks and drug tests.
2.2.4 Legal Compliance. Upwork, Employment Provider, or any third party acting
to engage a Freelancer, as applicable, shall comply with applicable laws and
regulations governing the Engagement and payment of Freelancers; except that
Upwork or Employment Provider shall not be liable for any non-compliance
associated with any information provided by Subscriber.
2.2.5 Work Protection Program. In connection with Engagements performed for
Subscriber under this Agreement by Freelancers, Upwork will provide its Work
Protection Program as described in this Section.
2.2.5.1 Freelancer Insurance Coverage. Prior to the commencement of any
Engagement with a project value of $75,000 or more based on the project value as
stated in the project description or for Engagements that exceed $75,000 through
the addition of milestones or as a result of the hours approved in a project
extension by Subscriber, Upwork will verify that the Freelancer (or the
Employment Provider for Engagements using the Upwork Payroll Service) has at
least $1,000,000 USD of professional liability or errors and omissions liability
insurance coverage in place unless this requirement is waived by Subscriber.

2.2.5.2 Dispute Process. Before starting the Dispute Process (as described
below), Subscriber shall use reasonable efforts to resolve any disputes with the
Freelancer. To start the “Dispute Process” where Upwork will attempt to help
Subscriber and the Freelancer resolve the dispute relating to Freelancer
Services, Freelancer Work Product, or payment of Freelancer fees, for any
Engagement(s), provided that for each such Engagement Subscriber shall (i) for
milestone work, provide notice to Upwork by email that reasonably asserts in
good faith that the Freelancer Work Product or Freelancer Services do not match
the description of work product or services agreed upon, within seven days of
acceptance of the milestone provided by Freelancer (or before acceptance of the
milestone), or (ii) for hourly work, provide notice to Upwork by email that
reasonably disputes in good faith the number of hours billed by the Freelancer
within seven days of the earlier of (a) the acceptance by Subscriber of the
hours worked by Freelancer, or (b) the end of the Subscriber Review Period (the
deadline described in romanettes (i) and (ii), as applicable, are referred to
herein as the “Work Protection Dispute Deadline”). Emails sent by Subscriber to
Upwork in connection with the Dispute Process must be sent to
work-protection-disputes@upwork.com.

If Subscriber, with Upwork’s assistance, is unable to resolve the dispute to its
satisfaction, including specifically to recover amounts from the Freelancer in
an amount satisfactory to Subscriber, Upwork will provide Subscriber with a
credit to use on the Platform equal to the amount disputed in connection with
the disputed Freelancer Services or Freelancer Work Product up to the total
amount paid by Subscriber (including applicable Service Fees, but net of any
monies returned or to be returned to Subscriber by the Freelancer) in connection
with the disputed services or work product (the “Work Protection Credit”);
provided, however that Subscriber assigns in writing the right to Upwork to
recover damages from the Freelancer. By accepting the Work Protection Credit,
Subscriber agrees that it thereby automatically assigns to Upwork the right to
recover damages from the Freelancer to the extent of the amount of the Work
Protection Credit. To the extent that Subscriber is harmed beyond the amount of
the Work Protection Credit, Subscriber retains the right to pursue recovery of
any excess damages from the Freelancer. The Work Protection Credit will be
provided at the “Team” level in Subscriber’s account or to Subscriber’s general
account if no “Team” exists and will expire upon the earlier of (a) three months
after the provision of such credit in Subscriber’s account or (b) termination of
the Agreement.

2.2.5.3 Limitations on Work Protection. The Work Protection Program does not
apply to Freelancer Work Product or Freelancer Services provided by BYO
Freelancers or in cases where Subscriber has waived the insurance requirement
described in Section 2.2.5.1 (Freelancer Insurance Coverage). For avoidance of
doubt, the parties agree that (i) Freelancers are solely responsible for
Freelancer Services and Freelancer Work Product; and (ii) the Work Protection
Program is provided to Subscriber as a monetary remedy only and no guarantee is
being made by Upwork with respect to Freelancer Work Product or Freelancer
Services. Notwithstanding any other provision in this Agreement, Upwork (a) is
not obligated to provide the credits described in this Section and may terminate
this Agreement with 30 days prior notice to Subscriber if Upwork reasonably
determines that allegations made by Subscriber under the Work Protection Program
have not been made in good faith, and (b) is not obligated to provide the
credits in this Section if Subscriber does not start the Dispute Process by the
Work Protection Dispute Deadline.


2.3 Program Management and Other Services. If Subscriber requests Program
Management Services from Upwork, then Subscriber authorizes Upwork personnel to
access Subscriber’s Upwork enterprise account and take actions on the Platform
on behalf of Subscriber as directed by Subscriber, including without limitation,
posting projects, creating Platform Content, preparing and offering contracts on
the Platform to Freelancers, releasing payments, and closing such contracts upon
completion of the work. All actions performed by program management personnel in
Subscriber’s Upwork enterprise account will be considered to be actions by and
at the direction of Subscriber. Any use by Subscriber of Program Management
Services or other services listed on the Order Form will not alter, reduce or
eliminate any Subscriber responsibilities under this Agreement.
2.4 Affiliates. Subscriber’s Affiliates are permitted to contract for Services
and to use the Platform pursuant to the terms of this Master Subscription
Agreement by either (i) directly entering into an Order Form with Upwork, which
will be governed under the terms of this Master Subscription Agreement (an
“Affiliate Order Form”) or (ii) if authorized by Subscriber, using the Platform
as an Authorized User under Subscriber’s account. By entering into an Affiliate
Order Form directly with Upwork under romanette (i), (a) Subscriber’s Affiliate
agrees to be bound by the terms of this Master Subscription Agreement as if a
direct party hereto and all applicable terms that apply to “Subscriber” in this
Master Subscription Agreement will be deemed to apply to the Affiliate for the
purposes of its use of the Platform and Upwork’s Services and (b) in the event
that this Agreement terminates or expires with respect to the Subscriber, the
terms of this Agreement will remain in effect for the Affiliate until the sooner
occurrence of either the expiration of the Affiliate Order Form or termination
by the Affiliate. By authorizing an Affiliate to use Subscriber’s account as an
Authorized User under romanette (ii), (1) Subscriber agrees to be directly
responsible for all costs and fees incurred by such Affiliate, which will be
directly billed to Subscriber and (2) Subscriber will be responsible for its
Affiliates’ compliance with this Master Subscription Agreement. If an Affiliate
of Subscriber that establishes a relationship with Upwork under this provision
ceases to be an Affiliate of Subscriber, then the relevant Affiliate Order Form
will terminate with respect to such Services in accordance with Section 4.4
(Effect of Termination and Survival).
2.5 Freelancer Services.
2.5.1 Hourly Work for Independent Contractors. For hourly work performed by
Freelancers classified as independent contractors, Subscriber can dispute the
Freelancer billing entries as described by this Section. The Freelancer invoice
will cover the billing period that begins Mondays at 00:00 midnight UTC and ends
Sundays at 23:59 UTC (the “Weekly Billing Period”). Following each Weekly
Billing Period, Subscriber has from Monday at 12 noon UTC until Friday at 23:59
UTC to review the Freelancer’s billing records and file a dispute through the
Platform if Subscriber disputes the hours billed by the Freelancer (the
“Subscriber Review Period”). If Subscriber does not file a dispute during the
Subscriber Review Period, then (i) Subscriber will be deemed to have irrevocably
approved the time billed and irrevocably accepted the work performed by the
Freelancer during the time reflected on the Platform at the end of the
Subscriber Review Period, and (ii) Upwork will be authorized and instructed to
make payment to Freelancer for time reflected on the Platform.
2.5.2 Hourly Work for Employees. For hourly work performed by Freelancers
classified as employees, (i) Subscriber will be deemed to have automatically
approved all hours worked at the time Subscriber is invoiced for the work,
including overtime and (ii) Subscriber authorizes and instructs Upwork to make
payment to Freelancer for time reflected on any weekly time sheet, including
overtime payments. For Freelancers engaged by Upwork or Employment Provider as
employees, Subscriber agrees to comply with all applicable laws (e.g., not
requiring or encouraging any Freelancer to work without recording time, not
discouraging or prohibiting Freelancers from taking any meal or rest periods
authorized by law) and acknowledges and agrees that overtime wages are included
in the Freelancer Payments and Costs to be reimbursed by Subscriber.
2.5.3 Milestone Work. For Engagements where Freelancer Payments are tied to
completing milestones, Subscriber must approve or reject milestone approval
requests through the Platform within 14 calendar days after such approval
requests are submitted through the Platform. Subscriber acknowledges and agrees
that in the event Subscriber fails to approve or reject a submitted milestone
approval request within such 14 calendar day period, then (i) the Freelancer
Services or Freelancer Work Product reflected in the milestone approval request
will be deemed irrevocably accepted by Subscriber, and any payment associated
with the milestone will be deemed irrevocably approved by Subscriber and (ii)
Upwork will be authorized and instructed to make payment to Freelancer for such
milestone.
2.5.4 Arbitration with Freelancer. Subscriber understands that the applicable
Independent Contractor Agreement contains an arbitration provision identifying
Subscriber as a third-party beneficiary. Subscriber agrees to be bound by such
provision.
2.6 On-Site Engagements; Compliance with Worker Safety Laws. Subscriber is
responsible for the safety and protection of Freelancers while such Freelancers
are performing Freelancer Services on Subscriber’s premises or at such other
location(s) as designated by Subscriber. Subscriber shall comply at all times
with all applicable laws and regulations related to Freelancer’s performance of
the Freelancer Services, including without limitation, laws, and regulations
related to work environment safety and conduct and laws related to illegal
discrimination, harassment and retaliation.
2.7 Restrictions. Subscriber will not: (i) license, sublicense, sell, resell,
distribute, transfer, assign or otherwise commercially exploit or make available
to any third party, the Platform or the Services, except as expressly permitted
herein; (ii) modify or make derivative works based on the Services or otherwise
violate Upwork’s intellectual property rights in the Services; (iii) reverse
engineer or access the Services for any reason that is not expressly authorized
under this Agreement, including in order to (a) build a competitive product or
service or access the Services for the purposes of monitoring performance,
availability, functionality, or for any benchmarking or competitive purposes,
(b) build a product using similar ideas, features, functions or graphics of the
Service, or (c) scrape the Platform for data or content or copy any ideas,
features, functions or graphics of the Services; (iv) transmit information that
identifies or relates to natural persons or confidential financial information
through the Platform; (v) submit or post Platform Content or other material to
the Platform that is fraudulent, discriminatory, abusive, spamming, infringing,
obscene, threatening, defamatory, unlawful, tortious, or otherwise objectionable
to a reasonable person; (vii) submit or post Platform Content or other material
to the Platform that violates applicable law or the privacy rights, publicity
rights, or intellectual property rights of any third party; (vi) submit or post
Platform Content or other material to the Platform that contains viruses, worms,
Trojan horses, spam, or other harmful computer code, files, scripts, agents, or
programs; (vii) interfere with or disrupt the integrity or performance of the
Services or the data contained in it, including engaging in denial of service
attacks; (viii) attempt to gain unauthorized access to the Services or its
systems or networks; (ix) use the Services in violation of applicable law; or
(x) use or access any data in the Platform in violation of the published privacy
policy on the Platform. Subscriber will not encourage any third party to violate
these restrictions. Although Upwork is not responsible for Subscriber’s Platform
Content, it is permitted to monitor Platform Content and reserves the right to
delete any Platform Content (in whole or in part) that Upwork determines in its
reasonable discretion violates this provision or any other part of this
Agreement or which is inappropriate.
2.8 Upgrading/Downgrading. If Subscriber decides to Upgrade or Downgrade (as
those terms are defined below), then, in addition to such other terms as the
parties may need to agree to in connection with such Upgrade or Downgrade,
Subscriber authorizes and directs Upwork to migrate Freelancer contracts related
to existing Engagements between service tiers by opening a new contract on the
new service tier and then closing the old contract on the old service tier. If
no end date is indicated on the old contract, the new contract will be
established with a six-month duration. In the event the old contract is either
(i) a fixed price contract with no incomplete milestones or (ii) an hourly
contract that has not had payments made under it over the past six months, then
the old contract will only be closed on the old service tier and a new contract
will not be entered into on the new service tier. Subscriber acknowledges that
it may not be able to leave feedback for Freelancers for Engagements under
contracts that are closed by Upwork pursuant to this provision. For the purposes
of this provision, “Upgrade” means Subscriber’s election to utilize the Platform
in a higher service tier and “Downgrade” means Subscriber’s election to utilize
the Platform in a lower service tier. For Downgrades from a Compliance product,
when a Freelancer contract is opened in the lower service tier as described in
this Section, the new contract will be set up with the same worker
classification applied as it was under the Compliance product.
 3. FEES AND PAYMENTS.

3.1 Enterprise Billing Services. Upwork will make, or cause to be made,
Freelancer Payments and Costs on behalf of Subscriber in accordance with this
Agreement. Upwork will bill Subscriber in arrears on a monthly basis for all
such payments made by Upwork and all applicable fees and costs. Subscriber’s
ability to use Enterprise Billing Services described in this Section is subject
to Upwork’s approval of a credit limit for Subscriber and limited by the amount
of that approval. Upwork may at any time without notice, grant, deny, limit,
extend, withdraw, increase or decrease credit to Subscriber at its sole
discretion.
3.2 Billing and Payment. Subscriber shall pay Upwork the fees set forth in the
Order Form in accordance with the terms and conditions contained therein, in
addition to all Freelancer Payments and Costs. Subscriber shall pay all invoices
within the time period stated on the Order Form, measured from the date of the
invoice. Payment obligations are non-cancelable and non-refundable. Any late
payments are subject to a finance charge equal to the lesser of 2% per month or
the maximum permitted by law, plus reimbursement for collection expenses. All
amounts specified in the Order Form are in U.S. dollars. All amounts hereunder
will be invoiced in, and must be paid in, U.S. dollars. The pricing during any
Renewal Term will be the same as that during the prior Term period unless Upwork
provides written notice of a price change at least 30 days before any renewal
notice is due, in which case the pricing increase will be effective upon the
commencement of the subsequent Renewal Term. Billing for any pricing increases
will commence in the month following the renewal month in which the Order Form
was renewed.
3.3 Freelancer Service Fee. Upwork normally charges Freelancers a fee stated on
the Platform. However, if a Freelancer is a BYO Freelancer or if the Freelancer
is engaged via Upwork Payroll Services, Upwork will not charge such fee to the
Freelancer for any work the Freelancer performs for Subscriber as a BYO
Freelancer or via Upwork Payroll Services.
3.4 Fees Related to Upwork Payroll Services. The flat rate Service Fees set
forth in the Order Form for BYO Freelancers and Platform Freelancers only
applies to Freelancers located in the United States who are engaged using Upwork
Payroll Services. A separate Upwork Payroll Fee, which varies by country, will
apply to international Freelancer Engagements. For Upwork Payroll Service
Engagements with respect to Freelancers located outside of the United States,
the Upwork Payroll Fee and all Employment-Related Costs will be provided to
Subscriber for approval prior to the Employment Provider hiring the relevant
Freelancer as further detailed in Section 6.3 (Upwork Payroll Services).
3.5 Taxes. All fees and charges payable in connection with this Agreement or an
Order Form are exclusive of Taxes. Subscriber will be responsible for promptly
paying or reimbursing, as the case might be, all Taxes arising in connection
with this Agreement (without any offset or deduction to the fees paid to
Upwork). For countries where Upwork is not registered to collect indirect Taxes
(e.g., VAT or GST), Subscriber will pay such Taxes via reverse charge mechanism
to the appropriate tax authority. Subscriber will reimburse Upwork for any
deficiency relating to Taxes that are Subscriber’s responsibility under this
Agreement. The parties will cooperate in good faith to minimize Taxes to the
extent legally permissible and will provide each other with any applicable Tax
exemptions or certificates as reasonably requested and notify the other party if
any such exemption or certificate is subsequently revoked or modified. If
applicable, Subscriber shall communicate to Upwork its VAT or GST identification
number(s) attributed by (i) the country where Subscriber has established its
business or (ii) any other country where Subscriber has established a fixed
establishment to which Upwork’s Services are provided. Upwork will consider the
Services under this Agreement to be for Subscriber's business use and provided
to the location(s) of the Subscriber as identified by the provided VAT or GST
identification number(s). Upon request, Subscriber shall promptly provide Upwork
with proof of direct Tax payments made to applicable authorities. Subscriber
shall promptly pay or reimburse Upwork for all costs and fines related to any
liability incurred by Upwork as a result of Subscriber’s non-compliance or delay
with its responsibilities herein. Subscriber’s obligation under this Section
will survive the termination or expiration of this Agreement.
3.6 Purchase Order. Notwithstanding any other provision in this Agreement, if
Subscriber requires a purchase order to issue payment under this Agreement and
Upwork has not received a copy of such purchase order, Upwork reserves the right
to suspend Subscriber’s access to the Platform until such purchase order has
been received. If Subscriber requires a valid purchase order number to be
attached to or entered in an invoice submission to Subscriber’s portal, but a
valid purchase order has not been provided to Upwork in a timely manner, the net
payment terms in the Service Order will be based on the date of the invoice
generated by Upwork and not the date of invoice submission to Subscriber’s
portal.
3.7 Non-Circumvention. If Subscriber engages (or directs a third party to
engage) the services of a Platform Freelancer that Subscriber found on the
Platform through a source other than Upwork within two years after the date that
such Platform Freelancer is first engaged by Subscriber or, if never engaged by
Subscriber through the Platform, within two years after the Platform Freelancer
is first identified by Subscriber on the Platform, then Subscriber agrees to pay
Upwork $10,000 for each such Freelancer. If upon Subscriber’s request, Upwork
finds a Freelancer that was not on the Platform and Subscriber engages that
Freelancer through a source other than Upwork, Subscriber agrees to pay Upwork
$10,000 for each such Freelancer. This provision does not apply to (i) BYO
Freelancers or (ii) Freelancers responding independently and without direct
solicitation to Subscriber’s indirect solicitations (such as employment agency
referrals and internet job postings).
 4. TERM AND TERMINATION.

4.1 Term. This Master Subscription Agreement will begin on the Effective Date
and will continue for the duration of the initial term length specified in the
Order Form (the "Initial Term") unless sooner terminated in accordance with the
terms of this Master Subscription Agreement. Following the Initial Term,
Subscriber's Order Form subscription will automatically renew for successive
on-year terms unless either party provides the other party notice of non-renewal
at least 30 days before the end of the then-current Term (each a "Renewal Term",
all of which together with the Initial Term are referred to as the "Term").
4.2 Termination for Cause. Upon a material breach of this Agreement by either
party, the non-breaching party may terminate this Agreement immediately if such
default continues and is not remedied within 30 days following written notice of
default from the non-breaching party. Either party will have the right to
terminate this Agreement immediately if the other party (i) becomes subject to
any bankruptcy or insolvency proceeding under federal or state statute that is
not dismissed within 30 days, (ii) becomes subject to direct control by a
trustee, receiver or similar authority, or (iii) has wound up or liquidated,
voluntarily or otherwise. Notwithstanding the foregoing, Upwork has the right to
immediately suspend or terminate Subscriber’s account and this Agreement if
Upwork does not receive payment from Subscriber by the due date in this
Agreement and all amounts owed under the Agreement will become immediately due.
4.3 Post-Termination Obligations. If Subscriber’s subscription to the Services
or this Agreement ends early for any reason other than Subscriber’s termination
pursuant to Section 4.2 (Termination for Cause), then, in addition to other
amounts Subscriber may owe Upwork, Subscriber will be responsible for paying any
unpaid Subscription Fees associated with the remainder of the current Term.
4.4 Effect of Termination and Survival. As of the date either party provides
notice of termination to the other, Subscriber will no longer be able to enter
into new Engagements via the Platform. All projects in a working status as of
the date such notice is provided (each a “Final Engagement”) will remain active
until completed, even if completion of the Final Engagement follows the
termination date, unless otherwise agreed by the parties and the affected
Freelancer(s). Notwithstanding any termination of this Agreement, Subscriber
remains responsible for payment of all fees and payments owed to Upwork under
this Agreement, including any Freelancer Payments and Costs. The sections and
subsections titled “Fees and Payments”, “Effect of Termination and Survival”,
“Intellectual Property”, “Representations, Warranties and Disclaimers”,
“Confidentiality”, “Indemnification”, “Limitation of Liability”, “Miscellaneous”
and all of Subscriber’s outstanding obligations, will survive any termination or
expiration of this Agreement.
 5. INTELLECTUAL PROPERTY.

5.1 Ownership of the Platform and Services. All rights in and to the Platform
and Services, including any modifications made thereto and derivatives thereof,
exclusively belong to and at all times will remain the sole and exclusive
property of Upwork. All rights not expressly granted to Subscriber and its
Authorized Users with respect to the Platform and Services are reserved by
Upwork. Subscriber will not take or permit any third party to take any action
with respect to the Platform or Services that is not expressly authorized under
this Agreement.
5.2 Platform Content. Upwork allows Subscriber to submit, upload, and post
content (including text, images, video, audio, and other materials or
information) to Upwork and the Platform for the purposes of such content being
displayed on the Platform for the purpose of finding Freelancers (collectively
“Platform Content”). “Platform Content” does not include Freelancer Work Product
or Subscriber’s Confidential Information. Subscriber is solely responsible for
all Platform Content submitted, uploaded, or otherwise posted by it to the
Platform, included with respect to harm to third parties caused thereby.
Subscriber hereby grants (and represents and warrants that it has the right to
grant) Upwork and its representatives the worldwide, royalty-free, and
sublicensable right to use and publish the Platform Content in connection with
Upwork’s provision of the services.
5.3 User Feedback. Upwork will own and have a royalty-free right to exploit any
feedback, insights, and suggestions provided by or on behalf of Subscriber to
Upwork concerning the functionality, features, and performance of the Platform,
including without limitation the identification of errors or bugs or any
suggested fixes or workarounds, improvements, modifications, or enhancements
(“User Feedback”). Subscriber agrees that its provision of any User Feedback
will be gratuitous, non-confidential, unrestricted, and made without any right
to receive any compensation in return.
5.4 Ownership of Freelancer Work Product. Ownership of all Freelancer Work
Product will be governed by the Independent Contractor Agreement or employee
agreement with the Freelancer, as applicable, both of which will contain a
provision that requires a Freelancer to assign all ownership rights in
Freelancer Work Product to Subscriber. Upwork will not own any Freelancer Work
Product. In the event that ownership rights in Freelancer Work Product arising
from an Engagement accrue to the benefit of Upwork, Upwork hereby assigns such
rights to Subscriber.
 6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.

6.1 Representations and Warranties. Each party represents and warrants that: (i)
it is an entity that is duly organized and validly existing under the laws of
the jurisdiction in which it is established; (ii) it has full power and
authority, and has obtained all required approvals, permissions and consents
necessary, to enter into this Agreement and to perform its obligations
hereunder; (iii) this Agreement is legally binding upon it and enforceable in
accordance with its terms; and (iv) the execution, delivery and performance of
this Agreement does not and will not conflict with any agreement, instrument,
judgment or understanding, oral or written, to which it is a party or by which
it may be bound.
6.2 Subscriber Acknowledgements. Other than as stated in this Agreement,
Subscriber expressly acknowledges, agrees, and understands that: (i) Upwork is
not a party to the dealings between Subscriber and Freelancer, including the
substantive terms of posts, the selection of a Freelancer, the decision to
contract with a Freelancer, and the performance or receipt of Freelancer
Services or provisioning of Freelancer Work Product; (ii) Upwork does not, in
any way, supervise, direct, or control the Freelancer or Freelancer Services;
(iii) Upwork makes no representations as to the quality, security, or legality
of any Freelancer Services or Freelancer Work Product, and Upwork disclaims any
and all liability relating thereto; (iv) Upwork merely makes the Platform
available to enable Freelancers to identify and determine the suitability of
clients at Freelancers’ discretion and to enable clients, such as Subscriber, to
identify and determine the suitability of Freelancers at Subscriber’s
discretion; (v) Upwork does not set Freelancer’s work hours, work schedules, or
location of work, nor is Upwork involved in determining if the Freelancer fees
will be set at an hourly or fixed rate, or what those rates will be; (vi) Upwork
will not provide Freelancer with training or any equipment, tools, labor, or
materials needed to complete their work; (vii) Upwork does not provide the
premises at which the Freelancer will perform the work; (viii) if there is a
dispute between Subscriber and Freelancer, that dispute is solely between
Subscriber and the Freelancer and Upwork will not be responsible or liable with
respect to such dispute except for the dispute assistance described in Section
2.2.5 (Work Protection Program); (ix) Upwork is not an employer of or joint
employer or integrated or single enterprise with any independent contractor
Freelancer or Subscriber; and (x) unless otherwise agreed as part of the
relevant Engagement, independent contractor Freelancers may hire employees or
engage contractors or subcontractors (at his or her sole expense) to assist with
providing the Freelancer Services. Upwork makes no representations about and
does not guarantee the truth or accuracy of Freelancer’s listings on the
Platform; the ability of Freelancers to deliver the Freelancer Services; or that
Subscriber or Freelancer can or will actually complete a transaction.
6.3 Upwork Payroll Services. If, pursuant to Section 2.2.1 (Worker
Classification), Upwork determines that the appropriate classification for a
Freelancer should be as an employee, then Subscriber directs Upwork to hire that
Freelancer via Upwork’s Payroll Service. Employment Provider will enter into an
employment relationship with the applicable Freelancer that governs the
provisioning of Freelancer Services and Freelancer Work Product. Subscriber
directs and authorizes Upwork to, on Subscriber’s behalf, cancel or revoke any
Independent Contractor Agreements offered to Freelancers in the United States by
Subscriber so that an employment offer can be made. In addition to Subscriber’s
responsibilities set forth in this Agreement, if a Freelancer is classified as
an employee by Upwork, then Subscriber shall: (i) not request or allow the
Freelancer to commence work until Subscriber receives notice from Upwork or its
Employment Provider that employment paperwork has been completed and employment
has started; (ii) absent exigent circumstances, (a) provide at least 72 hours’
advance notice (or longer, if required under applicable law) before terminating
a worker’s employment assignment, or (b) immediately provide notice of any
voluntary termination; otherwise, Subscriber will be responsible for any
penalties or costs for violating or complying with laws governing final paycheck
requirements; and (iii) immediately inform Upwork of any request for a leave of
absence or disability accommodation or if Subscriber becomes aware of a
potential disability or need for leave or accommodation and provide any legally
protected accommodation or leave.
6.4 Actions Affecting Freelancers. Subscriber agrees that it will not request or
allow a Freelancer to commence work before the worker classification process
(including contracting, if applicable) is complete and both Freelancer and
Subscriber have been informed of the result. Subscriber represents and warrants
(i) that its benefit plans for U.S.-based employees (including without
limitation retirement plans, insurance plans, stock plans, stock option plans,
and any plan governed by the Consolidated Omnibus Reconciliation Act (COBRA),
the Health Insurance Portability and Accountability Act (HIPAA), and the
Employee Retirement Income Security Act (ERISA)) all contain provisions
expressly excluding eligibility for individuals who are not paid directly by
Subscriber or an Affiliate of Subscriber; (ii) that it will not direct or
exercise any control over a Freelancer that is classified as an independent
contractor or otherwise act inconsistent with the independent contractor
classification; and (iii) that it will not enter into any agreement or provide
Freelancers with any document, including provision of a code of conduct or
amendment of contract terms, that could affect the worker classification of a
Freelancer without prior written approval from Upwork.
6.5 Freelancer Information. Upwork does not independently evaluate, investigate,
or otherwise conduct any due diligence regarding Freelancers, their profiles,
portfolios, resumes, qualifications, skills, background, or prior experience.
Accordingly, Upwork makes no representations as to the reliability, capability,
background, identity or qualifications of any Freelancer. Freelancer Information
posted on or to the Platform, is intended to be illustrative only and is not
intended to be a guarantee or warranty by Upwork. Upwork is not responsible for
and will have no liability for Subscriber’s use of or reliance on any Freelancer
Information, and Subscriber acknowledges and agrees that Subscriber will be
solely responsible for undertaking the necessary research and due diligence to
evaluate Freelancer Information and has the proper knowledge, skill, and
experience to evaluate Freelancer Information.
6.6 Disclaimer. UPWORK, ITS AFFILIATES, PARTNERS, AND SUBCONTRACTORS HEREBY
EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF ACCURACY,
SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF
TRADE WITH RESPECT THERETO, THOSE MADE BY A FREELANCER TO SUBSCRIBER OR RELATING
TO ANY FREELANCER SERVICE OR FREELANCER WORK PRODUCT. THE SERVICES PROVIDED
UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND WITH ALL FAULTS. LIABILITY FOR
FREELANCER’S WORK PRODUCT AND THE FREELANCER SERVICES ARE SOLELY THAT OF THE
FREELANCER. NEITHER UPWORK NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS HAVE ANY
RESPONSIBILITY FOR FREELANCER SERVICES OR FREELANCER WORK PRODUCT.
 7. CONFIDENTIALITY.

7.1 Obligations and Restrictions. The receiving party will: (i) keep the
disclosing party’s Confidential Information confidential; (ii) not disclose such
Confidential Information to any third party other than an Authorized Recipient
without the disclosing party’s prior written permission; (iii) exclusively use
such Confidential Information for its intended purpose; and (iv) not remove any
copyrights, trademark notices, or other indications of confidentiality from such
Confidential Information. The receiving party may disclose Confidential
Information to Authorized Recipients provided that each such Authorized
Recipient is bound by confidentiality obligations that are at least as
restrictive as the terms contained in this Agreement. The receiving party is
responsible for its Authorized Recipients’ use and disclosure of Confidential
Information and will take reasonable steps to ensure their compliance with this
Agreement. Subscriber acknowledges that Freelancers working on their Engagements
will have access to Confidential Information that is shared through the Platform
with respect to such Engagements. Subscriber authorizes Upwork to collect data
related to Subscriber’s use of the Services and Platform, to de-identify (with
respect to Subscriber and any user) any such data, and to use and disclose any
such data that is not identifiable to a specific person or to Subscriber.
7.2 Compelled Disclosure. This Agreement does not prohibit a party from
complying with (but only to the extent of) a valid legal requirement to disclose
Confidential Information, but such party must make reasonable efforts to give
the other party reasonable advance notice of such requirement. Subscriber and
Upwork further acknowledge receipt of this notice under 18 U.S.C § 1833(b)(1)
and that an individual will not be held criminally or civilly liable under any
Federal or State trade secret law for disclosing a trade secret that (A) is made
(i) in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely to report or
investigate a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under
seal.
7.3 Return of Confidential Information. Upon termination of this Agreement or at
the disclosing party’s request, the receiving party will promptly return or
destroy the disclosing party’s Confidential Information that is in its or its
Authorized Recipients’ possession (including materials containing or based upon
such Confidential Information). Upon request, the receiving party will also
certify in writing its compliance with this provision. However, each party is
permitted to retain a copy of any Confidential Information to the extent
required by law or as automatically archived pursuant to standard backup
processes provided that, notwithstanding the expiration of this Agreement, the
confidentiality terms of this Agreement will continue to apply to any
Confidential Information that remains in the possession of the receiving party
or its Authorized Recipients for as long as it remains in their possession.
7.4 Equitable Relief. The receiving party acknowledges that the unauthorized use
or disclosure of the disclosing party’s Confidential Information may cause the
disclosing party irreparable harm and significant damages that may be difficult
to calculate. Therefore, the disclosing party will have the right to seek
equitable relief to prevent or stop any actual or threatened unauthorized use or
disclosure of its Confidential Information in addition to any other rights and
remedies that it may have.
 8. INDEMNIFICATION.

8.1 Indemnification by Upwork. Upwork will indemnify Subscriber and its
directors, officers, agents and employees from and against any losses or
liabilities related to Claims to the extent caused by the infringement or
alleged infringement of U.S. intellectual property rights of a third party due
to Subscriber’s use of the Platform or Services, excluding infringement or
alleged infringement that arises or results from (i) Subscriber’s use of the
Services or Platform in a way not authorized by Upwork; (ii) any modification to
the Platform made by Subscriber; (iii) use of the Services or Platform in
combination with any other service, platform, process, or materials with which
the Services or Platform is not intended to be combined; (iv) Subscriber’s
continued use of the infringing or allegedly infringing Services or Platform
after Subscriber has been provided with modifications or other remedies to avoid
the alleged infringement; (v) Platform Content; (vi) Freelancer Services; or
(vii) Freelancer Work Product.
8.2 Worker Classification Indemnification by Upwork. Upwork will indemnify
Subscriber and its directors, officers, agents and employees from and against
any losses or liabilities related to Claims to the extent caused by: (i)
Upwork’s misclassification of a Freelancer under the Fair Labor Standards Act,
the Internal Revenue Code, state wage and hour law, IR35, or any other law; (ii)
the failure of Upwork or Employment Provider to make, when due, a payment to a
Freelancer related to this Agreement; (iii) Employment Provider’s failure to
comply with applicable wage and hour laws or regulations; or (iv) Employment
Provider’s violation of any law or regulation related to workplace safety or
conduct, including laws related to illegal discrimination or harassment.
8.3 Indemnification by Subscriber. Subscriber will indemnify Upwork and its
Affiliates and their directors, officers, agents and employees from and against
any and all losses and liabilities related to Claims to the extent caused by (i)
Subscriber’s violation of any law or regulation, including laws related to
illegal discrimination or harassment; (ii) the misuse or unauthorized use of the
Platform; (iii) Subscriber’s Platform Content; (iv) the misclassification of a
Freelancer under the Fair Labor Standards Act, the Internal Revenue Code, state
wage and hour law or any other law based on inaccurate or incomplete information
provided to Upwork by Subscriber or which Subscriber failed to update or was
caused by Subscriber; (v) Subscriber’s failure to comply with applicable wage
and hour laws or regulations or any such failure by Upwork or the Employment
Provider based on inaccurate or incomplete information provided by Subscriber or
which Subscriber failed to update or was caused by Subscriber; (vi) Subscriber’s
direction, participation or involvement with the Freelancer or Freelancer
Services; or (vii) Subscriber’s breach of its obligations in Section 6.4
(Actions Affecting Freelancers).
8.4 Indemnification Requirements. The indemnification obligations of each party
(the “Indemnifying Party”) are contingent upon the other party (the “Indemnified
Party”) providing the Indemnifying Party with: (i) prompt written notice of any
Claim for which indemnification may be sought under this Agreement; (ii) control
over the defense and settlement of any such Claim with counsel of the
Indemnifying Party’s choice; and (iii) proper and full information and
assistance, at the Indemnifying Party’s expense and request, to settle or defend
any such Claim. Indemnified Party will be entitled to participate in, through
its own counsel at its own cost and expense, but not to determine or conduct,
any defense or settlement of a Claim. Indemnifying Party is not permitted to
enter into any settlement with respect to a Claim other than one for purely
money paid by Indemnifying Party with a full release of liability with respect
to Indemnified Party without Indemnified Party’s prior written consent, which
will not be unreasonably withheld.
 9.  LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST
     PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR
     EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT,
     HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
     NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK FROM SUBSCRIBER UNDER THIS
     AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO
     INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY
     UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL
     INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER
     THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS
     IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR WHICH
     LIABILITY IS SOUGHT TO BE IMPOSED. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS
     PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND
     FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY
     FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
 10. MISCELLANEOUS.

10.1 Records and Audit. Upwork will maintain reasonable records related to the
engagement of Freelancers under this Agreement (“Engagement Records”) for at
least five years following the termination of the Freelancer’s work for
Subscriber. Subject to restrictions imposed by laws and regulations related to
the privacy of the Freelancer, for the duration of the Term, Subscriber, at its
sole cost and expense and no more than once per calendar year, may audit
Engagement Records at any time during Upwork’s normal business hours after
providing Upwork with 15 days’ written notice of such audit. Such Engagement
Records will automatically be deemed Upwork’s Confidential Information and any
outside auditor engaged by Subscriber with respect to such audit will (i) be
reasonably acceptable to Upwork; and (ii) enter into a confidentiality and
non-use agreement in such form provided by Upwork with respect to the Engagement
Records. Subscriber will conduct audits in a manner that is designed to minimize
disruptions to Upwork’s business operations. If errors are identified by an
audit, then Upwork shall take prompt action to correct such errors.
10.2 Insurance. Upwork shall maintain at minimum the following types and limits
of insurance at its own expense at all times during the Term:
(i) Commercial General Liability covering products/operations, bodily injury,
property damage, and personal injury with limits of $1,000,000 per occurrence
and $2,000,000 in the aggregate.
(ii) Automobile Liability with a combined single limit of $1,000,000 for bodily
injury and property damage covering both hired and non-owned automobiles used by
Upwork to provide Services to Subscriber under this Agreement.
(iii) Statutory Workers Compensation coverage as required by state law with
employer’s liability limits of at least $1,000,000 per claim and $1,000,000 in
the aggregate
(iv) Errors and Omissions coverage including network security and privacy
liability that includes third parties with limits of at least $10,000,000 per
claim and in the aggregate.

The foregoing policies will be issued on an occurrence basis and provided by a
carrier with a rating of at least A-VII. The existence of these insurance
policies will neither limit nor expand Upwork’s liability hereunder. Upon
Subscriber’s request, Upwork will provide Subscriber with a certification
evidencing the coverage described in this Section.
10.3 Service Delivery. Notwithstanding any other provision in this Agreement,
Upwork has the right, in its sole discretion, to provide the Platform and one or
more of its Services through Upwork, an Upwork Affiliate, or a third-party
subcontractor. Upwork will at all times remain responsible for its Affiliates’
or subcontractors’ compliance with the terms of this Agreement.
10.4 Governing Law. The laws of California will govern this Agreement and its
interpretation without reference to its principles of conflicts of laws. All
disputes arising out of this Agreement between Upwork and Subscriber will be
subject to the exclusive jurisdiction of and a venue located in the federal or
state courts of Santa Clara County, California. Subscriber and Upwork hereby
consent to the personal and exclusive jurisdiction and venue of these courts and
waive any objection (and right to object) to such venue or jurisdiction on the
basis that such forum is an inconvenient forum.
10.5 Assignment. Neither party will be permitted to assign this agreement to a
third party other than an Affiliate or successor to its business or assets
without the other party’s prior written consent. For avoidance of doubt, this
clause does not restrict (or require consent in connection with) the transfer or
assignment of this Agreement in connection with a merger, sale of assets, sale
of stock, reorganization or otherwise by a party.
10.6 Entire Agreement. This Agreement represents the entire agreement between
the parties and supersedes all prior agreements and understandings with respect
to the matters herein. Subject to the terms of this Agreement, no amendment to
this Agreement will be effective unless in writing signed by both parties;
provided, however, Upwork may amend the Independent Contractor Agreement from
time to time in its sole discretion in light of legal requirements or changes to
the Platform provided no such modification adversely changes the rights or
obligations of Subscriber. This Agreement hereby incorporates by reference all
policies posted on the Platform, as may be modified by Upwork from time to time
in its sole discretion. In the event of a conflict between this Agreement and
the other policies, this Agreement will control. In the event of a conflict
between this Agreement and an Order Form, the terms of the Order Form will
govern to the extent of the conflict. The parties may execute this Agreement in
counterparts, which taken together will constitute one instrument. No provision
of any pre-printed order form, purchase order, click-through process, or other
business form employed by Subscriber will supersede the terms and conditions of
this Agreement, and any such document relating to this Agreement will be for
administrative purposes only and will have no legal effect.
10.7 Force Majeure. Excluding Subscriber’s obligation to make payments to Upwork
and to reimburse Upwork hereunder, both parties will be excused from performance
under this Agreement to the extent that either party is prevented from
performing or is unable to perform any of its obligations under this Agreement
as a result of causes beyond its reasonable control, including without
limitation, any act of god, fire, casualty, flood, earthquake, war, strike,
lockout, epidemic, destruction of facilities, riot, insurrection, material
unavailability, telecommunications or internet failures, acts of the government,
governmental requirements and regulations or restrictions imposed by law, if
such party has used its commercially reasonable efforts to mitigate its effects,
such party will give prompt written notice to the other party. In such event,
the time for the performance will be extended for the period of delay or
inability to perform due to such occurrences.
10.8 Severability. If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, then such provision will be
deemed to be severed from this Agreement and have no legal effect. Provided that
the fundamental terms of this Agreement remain valid and enforceable following
such severance, the remaining provisions of this Agreement will remain in full
force and effect and binding upon the parties.
10.9 Waiver. The waiver of one breach or default or any delay in exercising any
rights hereunder will not constitute a waiver of any subsequent breach or
default of such rights.
10.10 Notices. All notices permitted or required under this Agreement must be in
writing and will be delivered by electronic mail to legalnotices@upwork.com, in
person or mailed by first class, registered or certified mail, postage prepaid,
or by any nationally reputable overnight courier able to provide a receipt of
delivery, to the address of the party specified in this Agreement, such other
address as either party may specify in writing or such address the party sending
the notice has on file. Such notice will be deemed to have been given upon
receipt.
10.11 Independent Contractor. Neither party will be deemed to be an agent of the
other party and the relationship between the parties will only be that of
independent contractors. Neither party will have any right or authority to
assume or create any obligations or to make any representations or warranties on
behalf of any other party, whether express or implied, or to bind the other
party in any respect whatsoever.
10.12 Compliance with Law. Each party is responsible for and shall comply with
all laws and regulations that are applicable to their respective businesses,
including Subscriber with respect to its use of the Platform and Engagement of
Freelancers.
10.13 Export Law Assurances. Subscriber understands that the deliverables
provided to Subscriber under this Agreement may be subject to export control
laws and regulations. SUBSCRIBER MUST NOT EXPORT OR RE-EXPORT ANY FREELANCER
WORK PRODUCT OR ANY INFORMATION OR TECHNOLOGY UNDERLYING THE FREELANCER WORK
PRODUCT OR FREELANCER SERVICES EXCEPT IN FULL COMPLIANCE WITH ALL UNITED STATES
AND OTHER APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION, UNITED
STATES EXPORT CONTROL LAWS.
10.14 Costs. If any action at law or in equity (including arbitration) is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party will be entitled to reasonable attorney’s fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.



MASTER SUBSCRIPTION AGREEMENT (COMPLIANCE)


VERSION 5.0

EFFECTIVE MARCH 26, 2021

Download

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TABLE OF CONTENTS

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MASTER SUBSCRIPTION AGREEMENT



This Master Subscription Agreement governs each Order Form (collectively, the
“Agreement”) entered into by Upwork Global Inc. (“Upwork”) and the subscriber
identified in the Order Form (“Subscriber”). Any term used in this Master
Subscription Agreement that is defined in the Order Form and is not otherwise
defined herein will have the meaning ascribed to it in the Order Form. The
parties hereby agree:


 1. DEFINITIONS. The following terms will have the meanings ascribed to the
    below when used in this Agreement:

1.1 “Affiliate” means an entity which directly or indirectly controls, is
controlled by, or is under common control with Subscriber or Upwork (as
applicable), whereby “control” (including, with correlative meaning, the terms
“controlled by” and “under common control”) means direct or indirect ownership
or control of more than 50% of the voting interests of Subscriber or Upwork (as
applicable).
1.2 “Authorized Users” means Subscriber’s representatives who are permitted to
access and use the Platform on Subscriber’s behalf.
1.3 “Authorized Recipients” means employees and representatives of the party
receiving Confidential Information that have a bona fide need to receive such
Confidential Information.
1.4 “BYO Freelancer” ” means a Freelancer that Subscriber brings to Upwork’s
Platform that is not a registered freelancer on the Platform.
1.5 “BYO Service Fee” means the Subscriber fee that is payable to Upwork that
applies to Engagements involving a BYO Freelancer.
1.6 “Claims” means any and all third-party claims, suits or proceedings,
including without limitation claims or actions by applicable government
agencies. For the purposes of Upwork’s indemnities owed to Subscriber hereunder,
the term “Claims” excludes Excluded Claims.
1.7 “Confidential Information” means any information or materials (regardless of
form or manner of disclosure) that are disclosed by or on behalf of one party to
the other party that (i) are marked, flagged, or communicated as being
“confidential” or “proprietary” either at the time of such disclosure; (ii) the
disclosing party orally discloses to the receiving party and identifies as being
confidential or proprietary at the time of disclosure and confirms to be such in
writing within 10 days after such disclosure; or (iii) a reasonable person
should know to be confidential, even if not so marked. The term “Confidential
Information” does not include any information or materials that: (a) are or
become generally known or available to the public through no breach of this
Agreement or other wrongful act or omission by the receiving party; (b) were
already known by the receiving party; (c) are acquired by the receiving party
without restriction from a third party who has the right to make such
disclosure; or (d) are independently developed by or on behalf of the receiving
party without reference to any Confidential Information.
1.8 “Custom Compliance Costs” means all third-party costs incurred by Upwork,
its Affiliates, or Employment Provider for any background checks, drug tests or
other compliance or screening measures required by Subscriber or applicable law.
1.9 “Effective Date” means the later of either the “Contract Start Date” listed
on the first Order Form signed by the parties or date that the first Order Form
is fully executed by the parties.
1.10 “Employment Provider” means Upwork’s third-party employment provider(s)
that employ Freelancers classified as employees in conjunction with Upwork
Payroll Services.
1.11 “Employment-Related Costs” means any additional employment-related costs,
if applicable, for items Subscriber requires or that are required by law,
including overtime, premium pay, expense reimbursements, paid sick leave, and
Affordable Care Act (ACA) health insurance contributions, paid vacation,
severance, notice or termination costs, jurisdictional costs, and other similar
benefits.
1.12 “Engagement” means an engagement for Freelancer Services and Freelancer
Work Product that a Freelancer provides to a Subscriber.
1.13 “Enterprise Billing Services” means Upwork’s Service of issuing Freelancer
Payments on Subscriber’s behalf as due for each Engagement and then billing
Subscriber in arrears on a monthly basis for all such payments as further
described in Section 3.1 (Enterprise Billing Services).
1.14 “Excluded Claims” means claims arising, in whole or in part, from (i)
Subscriber’s direct engagement (whether as an employee or independent
contractor) of a Freelancer before, after or outside of Upwork’s Engagement of
Freelancer to provide Freelancer Services to Subscriber under this Agreement,
(ii) Subscriber’s direction, participation or involvement with the Freelancer or
Freelancer Services, or (iii) any of the following situations to the extent
caused by incomplete or inaccurate information provided by Subscriber (including
Subscriber’s failure to timely update information) or Subscriber’s acts or
omissions: (a) Upwork’s misclassification of a Freelancer; (b) Employment
Provider’s failure to comply with applicable wage and hour laws or regulations;
or (c) Upwork or Employment Provider’s failure to make a payment to Freelancer.
1.15 “Freelancer” means a user that advertises and provides services via the
Platform. Freelancers collectively refers to all BYO Freelancers and Platform
Freelancers, regardless of their classification.
1.16 “Freelancer Information” means any information regarding a Freelancer on
the Platform.
1.17 “Freelancer Payments” means all payments made by Upwork or Employment
Provider on behalf of Subscriber to Freelancers in accordance with this
Agreement, including, if applicable, expenses authorized by Subscriber or
required by law.
1.18 “Freelancer Payments and Costs” collectively means Freelancer Payments,
Custom Compliance Costs and Employment-Related Costs.
1.19 “Freelancer Services” means the services that a Freelancer has agreed to
perform for Subscriber, including the Subscriber’s project post and description
on the Platform.
1.20 “Freelancer Work Product” means all work, work product, and deliverables
created by a Freelancer for Subscriber based on the Subscriber’s project post
and description on the Platform.
1.21 “Independent Contractor Agreement” means the Independent Contractor
Agreement between Upwork Talent Group Inc. and the Freelancer, in substantially
the form located at www.upwork.com/legal#independent-contractor-premium. For
avoidance of doubt, the parties agree that the Independent Contractor Agreement
constitutes Upwork’s Confidential Information.
1.22 “Order Form” means the applicable enterprise order form executed by
Subscriber and Upwork that references this Agreement.
1.23 “Platform” means the website located at www.upwork.com, including any pages
tailored to or viewable by a specific client thereon (e.g., private talent
clouds).
1.24 “Platform Content” has the meaning given to it in Section 5.2.
1.25 “Platform Freelancer” means a Freelancer that is not a BYO Freelancer.
1.26 “Program Management Services” means Services provided by Upwork to
Subscriber to help Subscriber use its Upwork account on the Platform, including
without limitation, assistance by Upwork to help determine Subscriber’s project
needs, suggestion of certain talent, and skills needed to complete Subscriber’s
project and help Subscriber draft project posts.
1.27 “Services” means Upwork’s products and services that are provided to
Subscriber in connection with this Agreement, and as further set forth on the
Order Form, and any Technology provided by Upwork in connection with the
operation or provision of such products and services, including provisioning
access to the Platform. The “Services” are separate from and do not include
Freelancer Services or Freelancer Work Product.
1.28 “Service Fee” means the Subscriber fee that is payable to Upwork that
applies to Engagements involving a Platform Freelancer.
1.28 “Subscription Fee” means the subscription fee specified in the Order Form
that Subscriber pays for its access to the Services described herein.
1.29 “Talent Sourcing Services” means those Services that Subscriber may request
from Upwork from time to time related to talent sourcing, which include helping
generate interest in Subscriber’s job posts from Freelancers and the provision
of a short list of Freelancers advertising the skills that Subscriber seeks. Any
use by Subscriber of Talent Sourcing Services will not alter or remove any
Subscriber responsibilities under the Agreement.
1.30 “Taxes” means all taxes, levies, imposts, duties, and similar governmental
assessments arising in connection with this Agreement, including but not limited
to sales, use, VAT, GST, income withholding, property, excise, service,
transaction, privilege, and occupation, in addition to taxes incurred on
transactions between Upwork and its Affiliates or third-party subcontractors.
The term “Taxes” does not include taxes levied on Upwork’s own income and
property.
1.31 “Technology” means all ideas, concepts, inventions, systems, platforms,
software, interfaces, tools, utilities, templates, forms, documentation,
content, training materials, techniques, methods, processes, algorithms,
know-how, trade secrets and other technologies, implementations, and
information.
1.32 “Term” has the meaning ascribed to it in the Order Form.
1.33 “UTC” means Universal Time Coordinated.
1.34 “Upwork Payroll Fee” means the fee charged by Upwork to Subscriber for the
provisioning of Upwork Payroll Services in connection with an Engagement.
1.35 “Upwork Payroll Services” means the Service provided by Upwork whereby
Employment Provider will handle certain administrative and legal requirements
relating to the hiring of the Freelancer, including offering, tracking, and
paying Freelancers legally-required sick leave, employment agreements, policies
and notices, wage payment, payroll taxes, workers’ compensation, unemployment
insurance, and the Affordable Care Act (ACA), if applicable, in addition to any
other benefits required by law.
 2. PLATFORM AND SERVICES.

2.1 Platform Access. Subject to the terms and conditions of this Agreement,
Upwork (i) shall use commercially reasonable efforts to make the Platform
available to Subscriber and (ii) hereby grants to Subscriber and its Authorized
Users a limited, terminable, non-exclusive, non-assignable, non-sublicensable,
non-transferable (except as otherwise authorized herein) world-wide license to
access and use the Platform to (a) find, communicate with, and engage
Freelancers through the Platform, (b) receive, review, and approve Freelancer
Services and Freelancer Work Product, and (c) approve Freelancer billing records
for payment by Upwork or the Employment Provider on behalf of Subscriber.
Subscriber is responsible for its Authorized Users’ use of the Platform and will
take reasonable steps to ensure that their use of the Platform complies with the
terms of this Agreement. During the Term, Upwork may modify the features and
functionality of the Platform. Subscriber hereby acknowledges that its access to
and use of the Platform will be via the internet only. Subscriber shall take
reasonable steps to prevent unauthorized access to the Platform, including
without limitation by protecting and instructing Authorized Users to protect
passwords and login information. Subscriber shall promptly notify Upwork if it
becomes aware of any unauthorized use of the Platform and will reasonably
cooperate with Upwork to remediate such breaches.
2.2 Compliance Services.
2.2.1 Worker Classification. Upwork will determine the appropriate worker
classification (e.g., independent contractor or employee) for each Engagement
based on the information that Subscriber and Freelancer provide about the
applicable Engagement between them. Determining the proper classification for a
Freelancer depends on many factors, including information in Subscriber’s
control. Subscriber will provide Upwork with all information requested that is
related to the Engagement and the classification of a Freelancer in a timely,
accurate, and complete manner and notify Upwork immediately if any such
information changes.
2.2.2 Freelancer Engagement. Upwork will, based on its worker classification,
either: (i) engage the Freelancer as an independent contractor, (ii) hire the
Freelancer as an employee through Upwork Payroll Services, or (iii) if the
classification is neither employment nor independent contractor, for example the
“worker” classification in the United Kingdom, Upwork will engage the worker
consistent with applicable law. Upwork may delegate the Engagement of
Freelancers (and other obligations regarding Freelancers under this Agreement)
to one or more third parties. Upwork and Employment Provider reserve the right
not to engage or hire a Freelancer in their sole discretion. Upwork will cause
each Freelancer classified and engaged as an independent contractor to execute
an Independent Contractor Agreement. Upwork (through Employment Provider) will
cause each Freelancer classified and hired as an employee to execute an
employment agreement containing confidentiality and intellectual property
assignment provisions consistent with this Agreement.
2.2.3 Custom Requirements. At Subscriber’s request, if legally permissible and
subject to separate fees, Upwork will establish and administer mutually
agreeable custom onboarding requirements, including, if applicable, background
checks and drug tests.
2.2.4 Legal Compliance. Upwork, Employment Provider, or any third party acting
to engage a Freelancer, as applicable, shall comply with applicable laws and
regulations governing the Engagement and payment of Freelancers; except that
Upwork or Employment Provider shall not be liable for any non-compliance
associated with any information provided by Subscriber.


2.3 Program Management and Other Services. If Subscriber requests Program
Management Services from Upwork, then Subscriber authorizes Upwork personnel to
access Subscriber’s Upwork enterprise account and take actions on the Platform
on behalf of Subscriber as directed by Subscriber, including without limitation,
posting projects, creating Platform Content, preparing and offering contracts on
the Platform to Freelancers, releasing payments, and closing such contracts upon
completion of the work. All actions performed by program management personnel in
Subscriber’s Upwork enterprise account will be considered to be actions by and
at the direction of Subscriber. Any use by Subscriber of Program Management
Services or other services listed on the Order Form will not alter, reduce or
eliminate any Subscriber responsibilities under this Agreement.
2.4 Affiliates. Subscriber’s Affiliates are permitted to contract for Services
and to use the Platform pursuant to the terms of this Master Subscription
Agreement by either (i) directly entering into an Order Form with Upwork, which
will be governed under the terms of this Master Subscription Agreement (an
“Affiliate Order Form”) or (ii) if authorized by Subscriber, using the Platform
as an Authorized User under Subscriber’s account. By entering into an Affiliate
Order Form directly with Upwork under romanette (i), (a) Subscriber’s Affiliate
agrees to be bound by the terms of this Master Subscription Agreement as if a
direct party hereto and all applicable terms that apply to “Subscriber” in this
Master Subscription Agreement will be deemed to apply to the Affiliate for the
purposes of its use of the Platform and Upwork’s Services and (b) in the event
that this Agreement terminates or expires with respect to the Subscriber, the
terms of this Agreement will remain in effect for the Affiliate until the sooner
occurrence of either the expiration of the Affiliate Order Form or termination
by the Affiliate. By authorizing an Affiliate to use Subscriber’s account as an
Authorized User under romanette (ii), (1) Subscriber agrees to be directly
responsible for all costs and fees incurred by such Affiliate, which will be
directly billed to Subscriber and (2) Subscriber will be responsible for its
Affiliates’ compliance with this Master Subscription Agreement. If an Affiliate
of Subscriber that establishes a relationship with Upwork under this provision
ceases to be an Affiliate of Subscriber, then the relevant Affiliate Order Form
will terminate with respect to such Services in accordance with Section 4.4
(Effect of Termination and Survival).
2.5 Freelancer Services.
2.5.1 Hourly Work for Independent Contractors. For hourly work performed by
Freelancers classified as independent contractors, Subscriber can dispute the
Freelancer billing entries as described by this Section. The Freelancer invoice
will cover the billing period that begins Mondays at 00:00 midnight UTC and ends
Sundays at 23:59 UTC (the “Weekly Billing Period”). Following each Weekly
Billing Period, Subscriber has from Monday at 12 noon UTC until Friday at 23:59
UTC to review the Freelancer’s billing records and file a dispute through the
Platform if Subscriber disputes the hours billed by the Freelancer (the
“Subscriber Review Period”). If Subscriber does not file a dispute during the
Subscriber Review Period, then (i) Subscriber will be deemed to have irrevocably
approved the time billed and irrevocably accepted the work performed by the
Freelancer during the time reflected on the Platform at the end of the
Subscriber Review Period, and (ii) Upwork will be authorized and instructed to
make payment to Freelancer for time reflected on the Platform.
2.5.2 Hourly Work for Employees. For hourly work performed by Freelancers
classified as employees, (i) Subscriber will be deemed to have automatically
approved all hours worked at the time Subscriber is invoiced for the work,
including overtime and (ii) Subscriber authorizes and instructs Upwork to make
payment to Freelancer for time reflected on any weekly time sheet, including
overtime payments. For Freelancers engaged by Upwork or Employment Provider as
employees, Subscriber agrees to comply with all applicable laws (e.g., not
requiring or encouraging any Freelancer to work without recording time, not
discouraging or prohibiting Freelancers from taking any meal or rest periods
authorized by law) and acknowledges and agrees that overtime wages are included
in the Freelancer Payments and Costs to be reimbursed by Subscriber.
2.5.3 Milestone Work. For Engagements where Freelancer Payments are tied to
completing milestones, Subscriber must approve or reject milestone approval
requests through the Platform within 14 calendar days after such approval
requests are submitted through the Platform. Subscriber acknowledges and agrees
that in the event Subscriber fails to approve or reject a submitted milestone
approval request within such 14 calendar day period, then (i) the Freelancer
Services or Freelancer Work Product reflected in the milestone approval request
will be deemed irrevocably accepted by Subscriber, and any payment associated
with the milestone will be deemed irrevocably approved by Subscriber and (ii)
Upwork will be authorized and instructed to make payment to Freelancer for such
milestone.
2.5.4 Arbitration with Freelancer. Subscriber understands that the applicable
Independent Contractor Agreement contains an arbitration provision identifying
Subscriber as a third-party beneficiary. Subscriber agrees to be bound by such
provision.
2.6 On-Site Engagements; Compliance with Worker Safety Laws. Subscriber is
responsible for the safety and protection of Freelancers while such Freelancers
are performing Freelancer Services on Subscriber’s premises or at such other
location(s) as designated by Subscriber. Subscriber shall comply at all times
with all applicable laws and regulations related to Freelancer’s performance of
the Freelancer Services, including without limitation, laws, and regulations
related to work environment safety and conduct and laws related to illegal
discrimination, harassment and retaliation.
2.7 Restrictions. Subscriber will not: (i) license, sublicense, sell, resell,
distribute, transfer, assign, or otherwise commercially exploit or make
available to any third party, the Platform or the Services, except as expressly
permitted herein; (ii) modify or make derivative works based on the Services or
otherwise violate Upwork’s intellectual property rights in the Services; (iii)
reverse engineer or access the Services for any reason that is not expressly
authorized under this Agreement, including in order to (a) build a competitive
product or service or access the Services for the purposes of monitoring
performance, availability, functionality, or for any benchmarking or competitive
purposes, (b) build a product using similar ideas, features, functions or
graphics of the Service, or (c) scrape the Platform for data or content or copy
any ideas, features, functions or graphics of the Services; (iv) transmit
information that identifies or relates to natural persons or confidential
financial information through the Platform; (v) submit or post Platform Content
or other material to the Platform that is fraudulent, discriminatory, abusive,
spamming, infringing, obscene, threatening, defamatory, unlawful, tortious, or
otherwise objectionable to a reasonable person; (vii) submit or post Platform
Content or other material to the Platform that violates applicable law or the
privacy rights, publicity rights, or intellectual property rights of any third
party (vi) submit or post Platform Content or other material to the Platform
that contains viruses, worms, Trojan horses, spam, or other harmful computer
code, files, scripts, agents, or programs; (vii) interfere with or disrupt the
integrity or performance of the Services or the data contained in it, including
engaging in denial of service attacks; (viii) attempt to gain unauthorized
access to the Services or its systems or networks; (ix) use the Services in
violation of applicable law. Subscriber will not encourage any third party to
violate these restrictions; or (x) use or access any data on the Platform in
violation of the published privacy policy on the Platform. Although Upwork is
not responsible for Subscriber’s Platform Content, it is permitted to monitor
Platform Content and reserves the right to delete any Platform Content (in whole
or in part) that Upwork determines in its reasonable discretion violates this
provision or any other part of this Agreement or which is inappropriate.
2.8 Upgrading/Downgrading. If Subscriber decides to Upgrade or Downgrade (as
those terms are defined below), then, in addition to such other terms as the
parties may need to agree to in connection with such Upgrade or Downgrade,
Subscriber authorizes and directs Upwork to migrate Freelancer contracts related
to existing Engagements between service tiers by opening a new contract on the
new service tier and then closing the old contract on the old service tier. If
no end date is indicated on the old contract, the new contract will be
established with a six-month duration. In the event the old contract is either
(i) a fixed price contract with no incomplete milestones or (ii) an hourly
contract that has not had payments made under it over the past six months, then
the old contract will only be closed on the old service tier and a new contract
will not be entered into on the new service tier. Subscriber acknowledges that
it may not be able to leave feedback for Freelancers for Engagements under
contracts that are closed by Upwork pursuant to this provision. For the purposes
of this provision, “Upgrade” means Subscriber’s election to utilize the Platform
in a higher service tier and “Downgrade” means Subscriber’s election to utilize
the Platform in a lower service tier. For Downgrades from a Compliance product,
when a Freelancer contract is opened in the lower service tier as described in
this Section, the new contract will be set up with the same worker
classification applied as it was under the Compliance product.
 3. FEES AND PAYMENTS.

3.1 Enterprise Billing Services. Upwork will make, or cause to be made,
Freelancer Payments and Costs on behalf of Subscriber in accordance with this
Agreement. Upwork will bill Subscriber in arrears on a monthly basis for all
such payments made by Upwork and all applicable fees and costs. Subscriber’s
ability to use Enterprise Billing Services described in this Section is subject
to Upwork’s approval of a credit limit for Subscriber and limited by the amount
of that approval. Upwork may at any time without notice, grant, deny, limit,
extend, withdraw, increase or decrease credit to Subscriber at its sole
discretion.
3.2 Billing and Payment. Subscriber shall pay Upwork the fees set forth in the
Order Form in accordance with the terms and conditions contained therein, in
addition to all Freelancer Payments and Costs. Subscriber shall pay all invoices
within the time period stated on the Order Form, measured from the date of the
invoice. Payment obligations are non-cancelable and non-refundable. Any late
payments are subject to a finance charge equal to the lesser of 2% per month or
the maximum permitted by law, plus reimbursement for collection expenses. All
amounts specified in the Order Form are in U.S. dollars. All amounts hereunder
will be invoiced in, and must be paid in, U.S. dollars. The pricing during any
Renewal Term will be the same as that during the prior Term period unless Upwork
provides written notice of a price change at least 30 days before any renewal
notice is due, in which case the pricing increase will be effective upon the
commencement of the subsequent Renewal Term. Billing for any pricing increases
will commence in the month following the renewal month in which the Order Form
was renewed.
3.3 Freelancer Service Fee. Upwork normally charges Freelancers a fee stated on
the Platform. However, if a Freelancer is a BYO Freelancer or if the Freelancer
is engaged via Upwork Payroll Services, Upwork will not charge such fee to the
Freelancer for any work the Freelancer performs for Subscriber as a BYO
Freelancer or via Upwork Payroll Services.
3.4 Fees Related to Upwork Payroll Services. The flat rate Service Fees set
forth in the Order Form for BYO Freelancers and Platform Freelancers only
applies to Freelancers located in the United States who are engaged using Upwork
Payroll Services. A separate Upwork Payroll Fee, which varies by country, will
apply to international Freelancer Engagements. For Upwork Payroll Service
Engagements with respect to Freelancers located outside of the United States,
the Upwork Payroll Fee and all Employment-Related Costs will be provided to
Subscriber for approval prior to the Employment Provider hiring the relevant
Freelancer as further detailed in Section 6.3 (Upwork Payroll Services).
3.5 Taxes. All fees and charges payable in connection with this Agreement or an
Order Form are exclusive of Taxes. Subscriber will be responsible for promptly
paying or reimbursing, as the case might be, all Taxes arising in connection
with this Agreement (without any offset or deduction to the fees paid to
Upwork). For countries where Upwork is not registered to collect indirect Taxes
(e.g., VAT or GST), Subscriber will pay such Taxes via reverse charge mechanism
to the appropriate tax authority. Subscriber will reimburse Upwork for any
deficiency relating to Taxes that are Subscriber’s responsibility under this
Agreement. The parties will cooperate in good faith to minimize Taxes to the
extent legally permissible and will provide each other with any applicable Tax
exemptions or certificates as reasonably requested and notify the other party if
any such exemption or certificate is subsequently revoked or modified. If
applicable, Subscriber shall communicate to Upwork its VAT or GST identification
number(s) attributed by (i) the country where Subscriber has established its
business or (ii) any other country where Subscriber has established a fixed
establishment to which Upwork’s Services are provided. Upwork will consider the
Services under this Agreement to be for Subscriber's business use and provided
to the location(s) of the Subscriber as identified by the provided VAT or GST
identification number(s). Upon request, Subscriber shall promptly provide Upwork
with proof of direct Tax payments made to applicable authorities. Subscriber
shall promptly pay or reimburse Upwork for all costs and fines related to any
liability incurred by Upwork as a result of Subscriber’s non-compliance or delay
with its responsibilities herein. Subscriber’s obligation under this Section
will survive the termination or expiration of this Agreement.
3.6 Purchase Order. Notwithstanding any other provision in this Agreement, if
Subscriber requires a purchase order to issue payment under this Agreement and
Upwork has not received a copy of such purchase order, Upwork reserves the right
to suspend Subscriber’s access to the Platform until such purchase order has
been received. If Subscriber requires a valid purchase order number to be
attached to or entered in an invoice submission to Subscriber’s portal, but a
valid purchase order has not been provided to Upwork in a timely manner, the net
payment terms in the Service Order will be based on the date of the invoice
generated by Upwork and not the date of invoice submission to Subscriber’s
portal.
3.7 Non-Circumvention. If Subscriber engages (or directs a third party to
engage) the services of a Platform Freelancer that Subscriber found on the
Platform through a source other than Upwork within two years after the date that
such Platform Freelancer is first engaged by Subscriber or, if never engaged by
Subscriber through the Platform, within two years after the Platform Freelancer
is first identified by Subscriber on the Platform, then Subscriber agrees to pay
Upwork $10,000 for each such Freelancer. If upon Subscriber’s request, Upwork
finds a Freelancer that was not on the Platform and Subscriber engages that
Freelancer through a source other than Upwork, Subscriber agrees to pay Upwork
$10,000 for each such Freelancer. This provision does not apply to (i) BYO
Freelancers or (ii) Freelancers responding independently and without direct
solicitation to Subscriber’s indirect solicitations (such as employment agency
referrals and internet job postings).
 4. TERM AND TERMINATION.

4.1 Term. This Master Subscription Agreement will begin on the Effective Date
and will continue for the duration of the initial term length specified in the
Order Form unless sooner terminated in accordance with the terms of this Master
Subscription Agreement.
4.2 Termination for Cause. Upon a material breach of this Agreement by either
party, the non-breaching party may terminate this Agreement immediately if such
default continues and is not remedied within 30 days following written notice of
default from the non-breaching party. Either party will have the right to
terminate this Agreement immediately if the other party (i) becomes subject to
any bankruptcy or insolvency proceeding under federal or state statute that is
not dismissed within 30 days, (ii) becomes subject to direct control by a
trustee, receiver or similar authority, or (iii) has wound up or liquidated,
voluntarily, or otherwise. Notwithstanding the foregoing, Upwork has the right
to immediately suspend or terminate Subscriber’s account and this Agreement if
Upwork does not receive payment from Subscriber by the due date in this
Agreement and all amounts owed under the Agreement will become immediately due.
4.3 Post-Termination Obligations.If Subscriber’s subscription to the Services or
this Agreement ends early for any reason other than Subscriber’s termination
pursuant to Section 4.2 (Termination for Cause), then, in addition to other
amounts Subscriber may owe Upwork, Subscriber will be responsible for paying any
unpaid Subscription Fees associated with the remainder of the current Term.
4.4 Effect of Termination and Survival. As of the date either party provides
notice of termination to the other, Subscriber will no longer be able to enter
into new Engagements via the Platform. All projects in a working status as of
the date such notice is provided (each a “Final Engagement”) will remain active
until completed, even if completion of the Final Engagement follows the
termination date, unless otherwise agreed by the parties and the affected
Freelancer(s). Notwithstanding any termination of this Agreement, Subscriber
remains responsible for payment of all fees and payments owed to Upwork under
this Agreement, including any Freelancer Payments and Costs. The sections and
subsections titled “Fees and Payments”, “Effect of Termination and Survival”,
“Intellectual Property”, “Representations, Warranties and Disclaimers”,
“Confidentiality”, “Indemnification”, “Limitation of Liability”, “Miscellaneous”
and all of Subscriber’s outstanding obligations, will survive any termination or
expiration of this Agreement.
 5. INTELLECTUAL PROPERTY.

5.1 Ownership of the Platform and Services. All rights in and to the Platform
and Services, including any modifications made thereto and derivatives thereof,
exclusively belong to and at all times will remain the sole and exclusive
property of Upwork. All rights not expressly granted to Subscriber and its
Authorized Users with respect to the Platform and Services are reserved by
Upwork. Subscriber will not take or permit any third party to take any action
with respect to the Platform or Services that is not expressly authorized under
this Agreement.
5.2 Platform Content. Upwork allows Subscriber to submit, upload, and post
content (including text, images, video, audio, and other materials or
information) to Upwork and the Platform for the purposes of such content being
displayed on the Platform for the purpose of finding Freelancers (collectively
“Platform Content”). “Platform Content” does not include Freelancer Work Product
or Subscriber’s Confidential Information. Subscriber is solely responsible for
all Platform Content submitted, uploaded, or otherwise posted by it to the
Platform, included with respect to harm to third parties caused thereby. While
Upwork does not claim ownership to any Platform Content submitted by Subscriber
or authorized for use on the Platform, Subscriber does hereby grant (and
represents and warrants that it has the right to grant) Upwork and its
representatives the perpetual, worldwide, royalty-free, and sublicensable right
to use and publish the Platform Content in connection with Upwork’s provision
and promotion of the services and Subscriber’s use of the Platform.
5.3 User Feedback. Upwork will own and have a royalty-free right to exploit any
feedback, insights, and suggestions provided by or on behalf of Subscriber to
Upwork concerning the functionality, features, and performance of the Platform,
including without limitation the identification of errors or bugs or any
suggested fixes or workarounds, improvements, modifications, or enhancements
(“User Feedback”). Subscriber agrees that its provision of any User Feedback
will be gratuitous, non-confidential, unrestricted, and made without any right
to receive any compensation in return.
5.4 Ownership of Freelancer Work Product. Ownership of all Freelancer Work
Product will be governed by the Independent Contractor Agreement or employee
agreement with the Freelancer, as applicable, both of which will contain a
provision that requires a Freelancer to assign all ownership rights in
Freelancer Work Product to Subscriber. Upwork will not own any Freelancer Work
Product. In the event that ownership rights in Freelancer Work Product arising
from an Engagement accrue to the benefit of Upwork, Upwork hereby assigns such
rights to Subscriber.
 6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.

6.1 Representations and Warranties. Each party represents and warrants that: (i)
it is an entity that is duly organized and validly existing under the laws of
the jurisdiction in which it is established; (ii) it has full power and
authority, and has obtained all required approvals, permissions and consents
necessary, to enter into this Agreement and to perform its obligations
hereunder; (iii) this Agreement is legally binding upon it and enforceable in
accordance with its terms; and (iv) the execution, delivery and performance of
this Agreement does not and will not conflict with any agreement, instrument,
judgment or understanding, oral or written, to which it is a party or by which
it may be bound.
6.2 Subscriber Acknowledgements. Other than as stated in this Agreement,
Subscriber expressly acknowledges, agrees, and understands that: (i) Upwork is
not a party to the dealings between Subscriber and Freelancer, including the
substantive terms of posts, the selection of a Freelancer, the decision to
contract with a Freelancer, and the performance or receipt of Freelancer
Services or provisioning of Freelancer Work Product; (ii) Upwork does not, in
any way, supervise, direct, or control the Freelancer or Freelancer Services;
(iii) Upwork makes no representations as to the quality, security, or legality
of any Freelancer Services or Freelancer Work Product, and Upwork disclaims any
and all liability relating thereto; (iv) Upwork merely makes the Platform
available to enable Freelancers to identify and determine the suitability of
clients at Freelancers’ discretion and to enable clients, such as Subscriber, to
identify and determine the suitability of Freelancers at Subscriber’s
discretion; (v) Upwork does not set Freelancer’s work hours, work schedules, or
location of work, nor is Upwork involved in determining if the Freelancer fees
will be set at an hourly or fixed rate, or what those rates will be; (vi) Upwork
will not provide Freelancer with training or any equipment, tools, labor, or
materials needed to complete their work; (vii) Upwork does not provide the
premises at which the Freelancer will perform the work; (viii) if there is a
dispute between Subscriber and Freelancer, that dispute is solely between
Subscriber and the Freelancer and Upwork will not be responsible or liable with
respect to such dispute except for the dispute assistance described in Section
2.2.5 (Work Protection Program); (ix) Upwork is not an employer of or joint
employer or integrated or single enterprise with any independent contractor
Freelancer or Subscriber; and (x) unless otherwise agreed as part of the
relevant Engagement, independent contractor Freelancers may hire employees or
engage contractors or subcontractors (at his or her sole expense) to assist with
providing the Freelancer Services. Upwork makes no representations about and
does not guarantee the truth or accuracy of Freelancer’s listings on the
Platform; the ability of Freelancers to deliver the Freelancer Services; or that
Subscriber or Freelancer can or will actually complete a transaction.
6.3 Upwork Payroll Services. If, pursuant to Section 2.2.1 (Worker
Classification), Upwork determines that the appropriate classification for a
Freelancer should be as an employee, then Subscriber directs Upwork to hire that
Freelancer via Upwork’s Payroll Service. Employment Provider will enter into an
employment relationship with the applicable Freelancer that governs the
provisioning of Freelancer Services and Freelancer Work Product. Subscriber
directs and authorizes Upwork to, on Subscriber’s behalf, cancel or revoke any
Independent Contractor Agreements offered to Freelancers in the United States by
Subscriber so that an employment offer can be made. In addition to Subscriber’s
responsibilities set forth in this Agreement, if a Freelancer is classified as
an employee by Upwork, then Subscriber shall: (i) not request or allow the
Freelancer to commence work until Subscriber receives notice from Upwork or its
Employment Provider that employment paperwork has been completed and employment
has started; (ii) absent exigent circumstances, (a) provide at least 72 hours’
advance notice (or longer, if required under applicable law) before terminating
a worker’s employment assignment, or (b) immediately provide notice of any
voluntary termination; otherwise, Subscriber will be responsible for any
penalties or costs for violating or complying with laws governing final paycheck
requirements; and (iii) immediately inform Upwork of any request for a leave of
absence or disability accommodation or if Subscriber becomes aware of a
potential disability or need for leave or accommodation and provide any legally
protected accommodation or leave.
6.4 Actions Affecting Freelancers. Subscriber agrees that it will not request or
allow a Freelancer to commence work before the worker classification process
(including contracting, if applicable) is complete and both Freelancer and
Subscriber have been informed of the result. Subscriber represents and warrants
(i) that its benefit plans for U.S.-based employees (including without
limitation retirement plans, insurance plans, stock plans, stock option plans,
and any plan governed by the Consolidated Omnibus Reconciliation Act (COBRA),
the Health Insurance Portability and Accountability Act (HIPAA), and the
Employee Retirement Income Security Act (ERISA)) all contain provisions
expressly excluding eligibility for individuals who are not paid directly by
Subscriber or an Affiliate of Subscriber; (ii) that it will not direct or
exercise any control over a Freelancer that is classified as an independent
contractor or otherwise act inconsistent with the independent contractor
classification; and (iii) that it will not enter into any agreement or provide
Freelancers with any document, including provision of a code of conduct or
amendment of contract terms, that could affect the worker classification of a
Freelancer without prior written approval from Upwork.
6.5 Freelancer Information. Upwork does not independently evaluate, investigate,
or otherwise conduct any due diligence regarding Freelancers, their profiles,
portfolios, resumes, qualifications, skills, background, or prior experience.
Accordingly, Upwork makes no representations as to the reliability, capability,
background, identity or qualifications of any Freelancer. Freelancer Information
posted on or to the Platform, is intended to be illustrative only and is not
intended to be a guarantee or warranty by Upwork. Upwork is not responsible for
and will have no liability for Subscriber’s use of or reliance on any Freelancer
Information, and Subscriber acknowledges and agrees that Subscriber will be
solely responsible for undertaking the necessary research and due diligence to
evaluate Freelancer Information and has the proper knowledge, skill, and
experience to evaluate Freelancer Information.
6.6 Disclaimer. UPWORK, ITS AFFILIATES, PARTNERS, AND SUBCONTRACTORS HEREBY
EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF ACCURACY,
SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF
TRADE WITH RESPECT THERETO, THOSE MADE BY A FREELANCER TO SUBSCRIBER OR RELATING
TO ANY FREELANCER SERVICE OR FREELANCER WORK PRODUCT. THE SERVICES PROVIDED
UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND WITH ALL FAULTS. LIABILITY FOR
FREELANCER’S WORK PRODUCT AND THE FREELANCER SERVICES ARE SOLELY THAT OF THE
FREELANCER. NEITHER UPWORK NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS HAVE ANY
RESPONSIBILITY FOR FREELANCER SERVICES OR FREELANCER WORK PRODUCT.
 7. CONFIDENTIALITY.

7.1 Obligations and Restrictions. The receiving party will: (i) keep the
disclosing party’s Confidential Information confidential; (ii) not disclose such
Confidential Information to any third party other than an Authorized Recipient
without the disclosing party’s prior written permission; (iii) exclusively use
such Confidential Information for its intended purpose; and (iv) not remove any
copyrights, trademark notices, or other indications of confidentiality from such
Confidential Information. The receiving party may disclose Confidential
Information to Authorized Recipients provided that each such Authorized
Recipient is bound by confidentiality obligations that are at least as
restrictive as the terms contained in this Agreement. The receiving party is
responsible for its Authorized Recipients’ use and disclosure of Confidential
Information and will take reasonable steps to ensure their compliance with this
Agreement. Subscriber acknowledges that Freelancers working on their Engagements
will have access to Confidential Information that is shared through the Platform
with respect to such Engagements. Subscriber authorizes Upwork to collect data
related to Subscriber’s use of the Services and Platform, to de-identify (with
respect to Subscriber and any user) any such data, and to use and disclose any
such data that is not identifiable to a specific person or to Subscriber.
7.2 Compelled Disclosure. This Agreement does not prohibit a party from
complying with (but only to the extent of) a valid legal requirement to disclose
Confidential Information, but such party must make reasonable efforts to give
the other party reasonable advance notice of such requirement. Subscriber and
Upwork further acknowledge receipt of this notice under 18 U.S.C § 1833(b)(1)
and that an individual will not be held criminally or civilly liable under any
Federal or State trade secret law for disclosing a trade secret that (A) is made
(i) in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely to report or
investigate a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under
seal.
7.3 Return of Confidential Information. Upon termination of this Agreement or at
the disclosing party’s request, the receiving party will promptly return or
destroy the disclosing party’s Confidential Information that is in its or its
Authorized Recipients’ possession (including materials containing or based upon
such Confidential Information). Upon request, the receiving party will also
certify in writing its compliance with this provision. However, each party is
permitted to retain a copy of any Confidential Information to the extent
required by law or as automatically archived pursuant to standard backup
processes provided that, notwithstanding the expiration of this Agreement, the
confidentiality terms of this Agreement will continue to apply to any
Confidential Information that remains in the possession of the receiving party
or its Authorized Recipients for as long as it remains in their possession.
7.4 Equitable Relief. The receiving party acknowledges that the unauthorized use
or disclosure of the disclosing party’s Confidential Information may cause the
disclosing party irreparable harm and significant damages that may be difficult
to calculate. Therefore, the disclosing party will have the right to seek
equitable relief to prevent or stop any actual or threatened unauthorized use or
disclosure of its Confidential Information in addition to any other rights and
remedies that it may have.
 8. INDEMNIFICATION.

8.1 Indemnification by Upwork. Upwork will indemnify Subscriber and its
directors, officers, agents and employees from and against any losses or
liabilities related to Claims to the extent caused by the infringement or
alleged infringement of U.S. intellectual property rights of a third party due
to Subscriber’s use of the Platform or Services, excluding infringement or
alleged infringement that arises or results from (i) Subscriber’s use of the
Services or Platform in a way not authorized by Upwork; (ii) any modification to
the Platform made by Subscriber; (iii) use of the Services or Platform in
combination with any other service, platform, process, or materials with which
the Services or Platform is not intended to be combined; (iv) Subscriber’s
continued use of the infringing or allegedly infringing Services or Platform
after Subscriber has been provided with modifications or other remedies to avoid
the alleged infringement; (v) Platform Content; (vi) Freelancer Services; or
(vii) Freelancer Work Product.
8.2 Worker Classification Indemnification by Upwork. Upwork will indemnify
Subscriber and its directors, officers, agents and employees from and against
any losses or liabilities related to Claims to the extent caused by: (i)
Upwork’s misclassification of a Freelancer under the Fair Labor Standards Act,
the Internal Revenue Code, state wage and hour law or any other law; (ii) the
failure of Upwork or Employment Provider to make, when due, a payment to a
Freelancer related to this Agreement; (iii) Employment Provider’s failure to
comply with applicable wage and hour laws or regulations; or (iv) Employment
Provider’s violation of any law or regulation related to workplace safety or
conduct, including laws related to illegal discrimination or harassment.
8.3 Indemnification by Subscriber. Subscriber will indemnify Upwork and its
Affiliates and their directors, officers, agents and employees from and against
any and all losses and liabilities related to Claims to the extent caused by (i)
Subscriber’s violation of any law or regulation, including laws related to
illegal discrimination or harassment; (ii) the misuse or unauthorized use of the
Platform; (iii) Subscriber’s Platform Content; (iv) the misclassification of a
Freelancer under the Fair Labor Standards Act, the Internal Revenue Code, state
wage and hour law or any other law based on inaccurate or incomplete information
provided to Upwork by Subscriber or which Subscriber failed to update or was
caused by Subscriber; (v) Subscriber’s failure to comply with applicable wage
and hour laws or regulations or any such failure by Upwork or the Employment
Provider based on inaccurate or incomplete information provided by Subscriber or
which Subscriber failed to update or was caused by Subscriber; (vi) Subscriber’s
direction, participation or involvement with the Freelancer or Freelancer
Services; or (vii) Subscriber’s breach of its obligations in Section 6.4
(Actions Affecting Freelancers).
8.4 Indemnification Requirements. The indemnification obligations of each party
(the “Indemnifying Party”) are contingent upon the other party (the “Indemnified
Party”) providing the Indemnifying Party with: (i) prompt written notice of any
Claim for which indemnification may be sought under this Agreement; (ii) control
over the defense and settlement of any such Claim with counsel of the
Indemnifying Party’s choice; and (iii) proper and full information and
assistance, at the Indemnifying Party’s expense and request, to settle or defend
any such Claim. Indemnified Party will be entitled to participate in, through
its own counsel at its own cost and expense, but not to determine or conduct,
any defense or settlement of a Claim. Indemnifying Party is not permitted to
enter into any settlement with respect to a Claim other than one for purely
money paid by Indemnifying Party with a full release of liability with respect
to Indemnified Party without Indemnified Party’s prior written consent, which
will not be unreasonably withheld.
 9.  LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST
     PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR
     EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT,
     HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
     NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK FROM SUBSCRIBER UNDER THIS
     AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO
     INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY
     UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL
     INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER
     THAN THE TOTAL FEES PAID BY SUBSCRIBER TO UPWORK DURING THE 12 MONTHS
     IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR WHICH
     LIABILITY IS SOUGHT TO BE IMPOSED. SUBSCRIBER ACKNOWLEDGES THAT THE AMOUNTS
     PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND
     FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY
     FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
 10. MISCELLANEOUS.

10.1 Records and Audit. Upwork will maintain reasonable records related to the
engagement of Freelancers under this Agreement (“Engagement Records”) for at
least five years following the termination of the Freelancer’s work for
Subscriber. Subject to restrictions imposed by laws and regulations related to
the privacy of the Freelancer, for the duration of the Term, Subscriber, at its
sole cost and expense and no more than once per calendar year, may audit
Engagement Records at any time during Upwork’s normal business hours after
providing Upwork with 15 days’ written notice of such audit. Such Engagement
Records will automatically be deemed Upwork’s Confidential Information and any
outside auditor engaged by Subscriber with respect to such audit will (i) be
reasonably acceptable to Upwork; and (ii) enter into a confidentiality and
non-use agreement in such form provided by Upwork with respect to the Engagement
Records. Subscriber will conduct audits in a manner that is designed to minimize
disruptions to Upwork’s business operations. If errors are identified by an
audit, then Upwork shall take prompt action to correct such errors.
10.2 Insurance. Upwork shall maintain at minimum the following types and limits
of insurance at its own expense at all times during the Term:
(i) Commercial General Liability covering products/operations, bodily injury,
property damage, and personal injury with limits of $1,000,000 per occurrence
and $2,000,000 in the aggregate.
(ii) Automobile Liability with a combined single limit of $1,000,000 for bodily
injury and property damage covering both hired and non-owned automobiles used by
Upwork to provide Services to Subscriber under this Agreement.
(iii) Statutory Workers Compensation coverage as required by state law with
employer’s liability limits of at least $1,000,000 per claim and $1,000,000 in
the aggregate.
(iv) Errors and Omissions coverage including network security and privacy
liability that includes third parties with limits of at least $10,000,000 per
claim and in the aggregate.

The foregoing policies will be issued on an occurrence basis and provided by a
carrier with a rating of at least A-VII. The existence of these insurance
policies will neither limit nor expand Upwork’s liability hereunder. Upon
Subscriber’s request, Upwork will provide Subscriber with a certification
evidencing the coverage described in this Section.
10.3 Service Delivery. Notwithstanding any other provision in this Agreement,
Upwork has the right, in its sole discretion, to provide the Platform and one or
more of its Services through Upwork, an Upwork Affiliate, or a third-party
subcontractor. Upwork will at all times remain responsible for its Affiliates’
or subcontractors’ compliance with the terms of this Agreement.
10.4 Governing Law. The laws of California will govern this Agreement and its
interpretation without reference to its principles of conflicts of laws. All
disputes arising out of this Agreement between Upwork and Subscriber will be
subject to the exclusive jurisdiction of and a venue located in the federal or
state courts of Santa Clara County, California. Subscriber and Upwork hereby
consent to the personal and exclusive jurisdiction and venue of these courts and
waive any objection (and right to object) to such venue or jurisdiction on the
basis that such forum is an inconvenient forum.
10.5 Assignment. Neither party will be permitted to assign this agreement to a
third party other than an Affiliate or successor to its business or assets
without the other party’s prior written consent. For avoidance of doubt, this
clause does not restrict (or require consent in connection with) the transfer or
assignment of this Agreement in connection with a merger, sale of assets, sale
of stock, reorganization, or otherwise by a party.
10.6 Entire Agreement. This Agreement represents the entire agreement between
the parties and supersedes all prior agreements and understandings with respect
to the matters herein. Subject to the terms of this Agreement, no amendment to
this Agreement will be effective unless in writing signed by both parties;
provided, however, Upwork may amend the Independent Contractor Agreement from
time to time in its sole discretion in light of legal requirements or changes to
the Platform provided no such modification adversely changes the rights or
obligations of Subscriber. This Agreement hereby incorporates by reference all
policies posted on the Platform, as may be modified by Upwork from time to time
in its sole discretion. In the event of a conflict between this Agreement and
the other policies, this Agreement will control. In the event of a conflict
between this Agreement and an Order Form, the terms of the Order Form will
govern to the extent of the conflict. The parties may execute this Agreement in
counterparts, which taken together will constitute one instrument. No provision
of any pre-printed order form, purchase order, click-through process, or other
business form employed by Subscriber will supersede the terms and conditions of
this Agreement, and any such document relating to this Agreement will be for
administrative purposes only and will have no legal effect.
10.7 Force Majeure. Excluding Subscriber’s obligation to make payments to Upwork
and to reimburse Upwork hereunder, both parties will be excused from performance
under this Agreement to the extent that either party is prevented from
performing or is unable to perform any of its obligations under this Agreement
as a result of causes beyond its reasonable control, including without
limitation, any act of god, fire, casualty, flood, earthquake, war, strike,
lockout, epidemic, destruction of facilities, riot, insurrection, material
unavailability, telecommunications or internet failures, acts of the government,
governmental requirements and regulations or restrictions imposed by law, if
such party has used its commercially reasonable efforts to mitigate its effects,
such party will give prompt written notice to the other party. In such event,
the time for the performance will be extended for the period of delay or
inability to perform due to such occurrences.
10.8 Severability. If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, then such provision will be
deemed to be severed from this Agreement and have no legal effect. Provided that
the fundamental terms of this Agreement remain valid and enforceable following
such severance, the remaining provisions of this Agreement will remain in full
force and effect and binding upon the parties.
10.9 Waiver. The waiver of one breach or default or any delay in exercising any
rights hereunder will not constitute a waiver of any subsequent breach or
default of such rights.
10.10 Notices. All notices permitted or required under this Agreement must be in
writing and will be delivered by electronic mail to legalnotices@upwork.com, in
person or mailed by first class, registered or certified mail, postage prepaid,
or by any nationally reputable overnight courier able to provide a receipt of
delivery, to the address of the party specified in this Agreement, such other
address as either party may specify in writing or such address the party sending
the notice has on file. Such notice will be deemed to have been given upon
receipt.
10.11 Independent Contractor. Neither party will be deemed to be an agent of the
other party and the relationship between the parties will only be that of
independent contractors. Neither party will have any right or authority to
assume or create any obligations or to make any representations or warranties on
behalf of any other party, whether express or implied, or to bind the other
party in any respect whatsoever.
10.12 Compliance with Law. Each party is responsible for and shall comply with
all laws and regulations that are applicable to their respective businesses,
including Subscriber with respect to its use of the Platform and Engagement of
Freelancers.
10.13 Export Law Assurances. Subscriber understands that the deliverables
provided to Subscriber under this Agreement may be subject to export control
laws and regulations. SUBSCRIBER MUST NOT EXPORT OR RE-EXPORT ANY FREELANCER
WORK PRODUCT OR ANY INFORMATION OR TECHNOLOGY UNDERLYING THE FREELANCER WORK
PRODUCT OR FREELANCER SERVICES EXCEPT IN FULL COMPLIANCE WITH ALL UNITED STATES
AND OTHER APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION, UNITED
STATES EXPORT CONTROL LAWS.
10.14 Costs. If any action at law or in equity (including arbitration) is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party will be entitled to reasonable attorney’s fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
10.15 Private Branding. Upwork is hereby authorized to display Subscriber’s name
and logo on the internal-facing custom-branded enterprise portal that Upwork
creates for Subscriber hereunder.


IN WITNESS WHEREOF, the parties hereto have executed this Master Subscription
Agreement by their duly authorized officers or representatives.



INDEPENDENT CONTRACTOR AGREEMENT


VERSION 2.0

EFFECTIVE JANUARY 27, 2020

Download

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TABLE OF CONTENTS

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UTG INDEPENDENT CONTRACTOR AGREEMENT


UPWORK CONFIDENTIAL

THIS UTG INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into by
and between Upwork Talent Group Inc. (“UTG”), a Delaware corporation with its
principal place of business at 2625 Augustine Drive, Suite 601, Santa Clara, CA
95054, and Freelancer, as of the date Freelancer accepts this Agreement via the
Site (the “Effective Date”). UTG and Freelancer are sometimes referred to
collectively herein as the “Parties” and individually as a “Party.” “Upwork
Client” refers to [UPWORK ENTERPRISE COMPLIANCE CLIENT]. UTG and Freelancer
agree as follows:


1.BACKGROUND AND INITIAL OBLIGATIONS.

1.1 USE OF PLATFORM.

UTG and Freelancer agree to use the marketplace for services owned and operated
by Upwork Global Inc. (“Upwork”) at the domain and sub-domains of
http://www.upwork.com (the “Site”) for the designation of, delivery of and
payment for Freelancer’s services under this Agreement. UTG and Freelancer
specifically incorporate into this Agreement and agree to be bound by the Site’s
Terms of Service available at https://www.upwork.com/legal/ (“Terms of
Service”), as they may be amended from time to time. Capitalized terms not
defined in this Agreement have the meanings given to them in the Terms of
Service. To the extent that any provision of this Agreement conflicts with a
provision of the Terms of Service, the applicable provision of this Agreement
will control.

1.2 IDENTITY OF FREELANCER.

The “Freelancer” is the self-employed individual or entity whose legal name and
address are listed in the Tax Information section of the Account on the Site of
the User accepting this Agreement via the Site.
a. Any person who accepts this Agreement on behalf of a corporation, limited
company or other legal entity represents and warrants that they accept this
Agreement on behalf of such legal entity and that they have the legal authority
and authorization to contractually bind that legal entity. A Freelancer that is
a legal entity further represents and warrants that it is in good standing under
the laws of the jurisdiction(s) where Freelancer conducts business and will
promptly provide proof of its organization, registration and good standing upon
request.
b. If Freelancer was offered the Project as an Agency Member, Freelancer
represents and warrants that it is accepting this Agreement on behalf of the
Agency whose Agency Account it is associated with and that Freelancer has the
legal authority and authorization to do so. In such cases, except as used in
this paragraph, the term “Freelancer” in this Agreement refers to and includes
the Agency.

1.3 WORK FOR UPWORK CLIENT.

UTG has contracted with Freelancer to provide certain services or deliverables
to the Upwork Client (the “Project”). Freelancer acknowledges and agrees that
the Upwork Client is an express third-party beneficiary of this Agreement,
including without limitation the Arbitration Provision contained in section 15,
below, having the right to enforce this Agreement in accordance with its terms.

1.4 UPWORK CLIENT CONFIDENTIALITY.

THE IDENTITY OF THE UPWORK CLIENT AND THE NATURE OF THE UPWORK CLIENT’S WORK ARE
UPWORK CONFIDENTIAL INFORMATION AND THE UPWORK CLIENT CONFIDENTIAL INFORMATION
UNDER THIS AGREEMENT. FREELANCER AGREES NOT TO DISCLOSE THIS INFORMATION AT ANY
TIME, DURING OR AFTER THE PROJECT, WITHOUT ADVANCE WRITTEN APPROVAL BY THE
UPWORK CLIENT.

1.5 THE PROJECT.

Freelancer agrees to complete the Project described in the contract offer on the
Site related to this Project and to comply with all terms or specifications
about the work to be completed agreed to by Freelancer on the Site
(collectively, “Project Terms”). Freelancer further agrees that Project Terms
are incorporated into this Agreement by this reference.

1.6 USE OF THE UPWORK SITE.

Freelancer agrees to use the Site, including Upwork Messages, for any
communications with UTG, to record time spent working on hourly contracts, to
request payment for contract milestones, and to submit any other invoice under
this Agreement. Freelancer further understands and agrees that in order to
receive payment for the Project all invoicing and payment must be completed
through the Site.

1.7 UPWORK ENTERPRISE.

Freelancer agrees that Freelancer’s profile may be included in the Upwork
Client’s Talent Cloud network on the Site for future consideration by the Upwork
Client.

1.8 UPWORK ENTERPRISE COMPLIANCE.

For clarity, and for the avoidance of doubt, this Independent Contractor
Agreement exclusively applies to Upwork Enterprise Compliance clients where UTG
is the agent of record.

1.9 INFORMATION PROVIDED BY FREELANCER.

Freelancer represents and warrants that the information is and has been provided
to Upwork or UTG is accurate and that Freelancer will provide notice of any
material changes, including, without limitation, changes to Freelancer’s
location, insurance coverage, tax residence or identification number, or changes
to Freelancer’s business licensure, registration, or similar status.


2. PROJECT AND PERFORMANCE OF SERVICES.

2.1 PROJECT WORK PRODUCT.

Freelancer agrees to complete the Project specified by the Upwork Client in the
Project Terms and to deliver the Work Product (defined below) to the Upwork
Client by any deadline(s) set forth in the Project Terms or such other time as
Freelancer may agree. UTG will pay Freelancer for Work Product in accordance
with this Agreement and the Project Terms. As used in this Agreement, the term
“Work Product” means any and all work and work product developed by Freelancer
in completing the Project or delivered to the Upwork Client in performing the
Project. This Agreement is only for the Work Product completed in accordance
with this Agreement, and UTG will not pay Freelancer a regular salary or any
minimum regular payment.

2.2 PERFORMANCE OF SERVICES.

Freelancer will perform the services necessary to complete the Project in a
timely and professional manner, consistent with industry standards, at a
location, place and time (including specific hours), that Freelancer deems
appropriate. Freelancer has the sole right to determine and control, and will
determine and control, the manner and means of performing the Project. In
completing the Project, Freelancer will provide and use Freelancer’s own
equipment, tools, and other materials at Freelancer’s own expense. UTG is the
agent of record for contracting purposes and is not involved in Freelancer’s
work performance or completion of the Work Product. Freelancer is not performing
services for this Project on Upwork’s behalf. Freelancer will perform the
Project Terms without training from UTG or Upwork Client regarding the project
performance. Freelancer will not perform services at UTG’s physical business
location. Freelancer will not include in the Work Product any material that is
owned by, copyrighted by, or that requires licensing, permission or
authorization from a third party without the advance written permission of the
Upwork Client.

2.3 AGREEMENTS WITH UPWORK CLIENT.

Freelancer acknowledges that Freelancer has contracted to perform work for the
Upwork Client, and that material conditions of UTG agreeing to contract with
Freelancer are that Freelancer maintain the Upwork Client’s confidentiality and
that the Upwork Client owns all Work Product created by Freelancer while
providing services to the Upwork Client, all as provided in this Agreement.
Freelancer acknowledges that Upwork Client may require Freelancer to enter into
a direct agreement addressing confidentiality and Work Product obligations as a
condition to accepting the Project and performing services under it. In such
instances, Freelancer agrees that it will not accept any Project from the Upwork
Client or otherwise provide any services to Upwork Client unless and until
Freelance reviews, accepts and enters into any such direct agreement required by
the Upwork Client.


3. COMPENSATION.

UTG will, subject to the terms and conditions of this Agreement, pay Freelancer
the fee specified in the Project Terms. Payment will be made by UTG to
Freelancer through the Site in accordance with the applicable provisions of the
Terms of Service. Freelancer agrees that UTG will make payment under this
section provided the Upwork Client’s account is current at the time the
Freelancer’s payment is due. Freelancer also agrees that the Upwork Client is
responsible for payment of the fee specified in the Project Terms if the Upwork
Client’s account is terminated or suspended. Freelancer will be responsible for
all expenses incurred in performing services under this Agreement.


4. INDEPENDENT CONTRACTOR RELATIONSHIP.

Freelancer’s relationship with UTG, the Upwork Client and any of their parents,
subsidiaries, affiliates, or successors will be that of an independent
contractor, and nothing in this Agreement should be construed to create a
partnership, joint venture, or employer-employee relationship.

4.1 NO EMPLOYMENT OR AGENCY.

Freelancer acknowledges and agrees that Freelancer (a) is not an employee of
UTG, the Upwork Client or any of their parents, subsidiaries, affiliates, or
successors; (b) is not the agent of UTG, the Upwork Client or any of their
parents, subsidiaries, affiliates, or successors; (c) is not authorized to make
or hold itself out as authorized to make any statement, representation,
contract, or commitment on behalf of UTG, the Upwork Client or any of their
parents, subsidiaries, affiliates, or successors; and (d) is not and will not be
entitled to any of the benefits that UTG, the Upwork Client or any of their
parents, subsidiaries, affiliates, or successors makes available to its
employees, such as group insurance, stock plans, profit-sharing or retirement
benefits (and waives the right to receive any such benefits).

4.2 TAX AND REGULATORY COMPLIANCE.

Freelancer is and will at all times remain solely responsible for all tax
returns and payments required to be filed with or made to any national, federal,
state, or local tax authority with respect to Freelancer’s performance of
services and/or receipt of fees under this Agreement. If applicable, UTG will
report amounts paid to Freelancer by filing a Form 1099 with the Internal
Revenue Service (IRS), as required by law. Freelancer agrees to complete the tax
information fields on the Site and, as requested by UTG, to complete an IRS Form
W-9, Form W-8 or other tax form. Freelancer accepts sole and exclusive liability
for complying with all applicable national, federal, state, provincial and local
laws, including laws governing self-employed individuals and other businesses,
such as laws related to payment of taxes, social security, disability, and other
contributions based on fees paid to Freelancer under this Agreement. Where such
coverage is required by law, Freelancer represents and warrants that Freelancer
has appropriate workers’ compensation coverage or, if it does not already have
such coverage, agrees to obtain coverage before beginning work under this
Agreement. Neither UTG nor any Upwork Client will withhold or make payments for
social security, any pension or social insurance plan, unemployment insurance or
disability insurance contributions, any employer health taxes or other payroll
taxes, including penalties and interest, or obtain workers’ compensation
insurance on Freelancer’s behalf. Freelancer hereby agrees to make any such
required payments and obtain any required insurance and to indemnify and defend
and hold harmless UTG and the Upwork Client from and against any and all such
taxes or contributions, including penalties and interest. Freelancer agrees to
provide proof of payment of appropriate taxes on any fees paid to Freelancer
under this Agreement upon reasonable request by UTG.

4.3 WITHHOLDING.

Upon execution of this Agreement and thereafter as may be reasonably requested
by UTG, Freelancer shall complete and provide to UTG any form reasonably
requested by UTG or required by a relevant taxing authority in order to certify
that UTG is not required to withhold from Freelancer’s fees or pay on
Freelancer’s behalf any income or other tax withholding on any payment of fees
under this Agreement. In the event any such tax is required by law to be
withheld by UTG on compensation payable under this Agreement, UTG may terminate
this Agreement immediately. If UTG elects to continue the Agreement, UTG will
have the right to pay such tax on behalf of Freelancer to the appropriate
governmental authority, offset the compensation by such tax and furnish
Freelancer with proof of payment of such tax. Any such tax required to be
withheld will be an expense of and borne by Freelancer.


5. INTELLECTUAL PROPERTY RIGHTS.

5.1 DEFINITION OF INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS.

“Invention” means any copyrightable material, notes, records, ideas, concepts,
information, materials, processes, data, programs, know-how, improvements,
discoveries, developments, designs, artwork, formulae, techniques, or trade
secrets conceived, authored, discovered, invented, developed or reduced to
practice by Freelancer, solely or in collaboration with others, during the term
of this Agreement, and all Intellectual Property Rights therein. “Intellectual
Property Rights” means all trade secrets, copyrights, trademarks, mask work
rights, patents, moral rights, and other intellectual property rights recognized
by the laws of any country.

5.2 DEFINITION OF USE OF BACKGROUND TECHNOLOGY.

As used in this Agreement, the term “Background Technology” means all Inventions
developed by Freelancer other than in the course of providing services hereunder
and all Inventions acquired or licensed by Freelancer that Freelancer uses in
performing services under this Agreement or incorporates in the Work Product.
Freelancer will disclose in advance in writing to the Upwork Client and in the
Project Terms any Background Technology that Freelancer proposes to incorporate
into Work Product or upon which use or distribution of the Work Product will
depend. The Upwork Client will have the right to reject the use or incorporation
of such Background Technology in the Upwork Client’s sole and absolute
discretion. If Freelancer discloses no Background Technology, Freelancer
warrants that it will not incorporate any Background Technology into Work
Product. Freelancer will separately provide, with each delivery of Work Product
to the Upwork Client, a third-party bill of materials that identifies all
Background Technology and other third-party materials that have been
incorporated into the Work Product and will provide, for each item of Background
Technology identified, (a) the name and any associated version number (b) the
applicable license or licensing terms, (c) whether the item has been modified by
Freelancer, and (d) how the item has been incorporated into, is used by, or is
relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise
agreed in the Project Terms, Freelancer agrees that it will not incorporate into
Work Product or otherwise deliver to the Upwork Client any software code for
which the use or distribution of the code will create (or purport to create)
obligations for the Upwork Client to grant any rights or immunities under the
Upwork Client’s Intellectual Property Rights to a third party, including,
without limitation, any obligation that the Work Product or the Upwork Client
software combined with, derived from, or distributed with such Work Product (x)
be disclosed or distributed in source code form, (y) be licensed for the purpose
of making derivative works, or (z) be redistributable at no charge.

5.3 OWNERSHIP AND ASSIGNMENT OF WORK PRODUCT.

Upon receipt of payment of undisputed amounts from UTG, Freelancer hereby
unconditionally and irrevocably assigns to the Upwork Client, without further
consideration, all right, title and interest worldwide in and to all Work
Product, including without limitation all Intellectual Property Rights in and to
the Work Product. Except as set forth below, Freelancer retains no rights to use
the Work Product and agrees not to challenge the validity of the Upwork Client’s
exclusive rights in and ownership of the Work Product, including without
limitation all Intellectual Property Rights therein. Freelancer hereby waives
unconditionally and irrevocably for the benefit of the Upwork Client and its
successors and assigns, without further consideration, any and all moral or
similar rights in or to any Work Product (including without limitation, any
rights of identification of authorship; any rights of approval; or restrictions
or limitations on use, subsequent modification or development of derivative
works) in which copyright may subsist in each jurisdiction throughout the world,
to the extent that such rights may be waived in each respective jurisdiction.
Freelancer agrees to, at the request of the Upwork Client and without any right
to further consideration, sign all lawful papers, make all rightful oaths and
execute all divisional, continuing, continuation-in-part or reissue
applications, all assignments, all registration applications and all other
instruments or papers, to carry into full force and effect, the assignment
hereby made or intended to be made and generally do everything necessary or
helpful for title to the Work Product, and all Intellectual Property Rights
therein, to be clearly and exclusively owned and held by the Upwork Client.
Freelancer hereby grants to the Upwork Client a power of attorney to execute any
of the aforementioned documents on Freelancer’s behalf in order to give effect
to the assignment hereby made.

5.4 LICENSE TO BACKGROUND TECHNOLOGY.

Freelancer hereby automatically upon receipt of payment of undisputed amounts
from UTG, and without further consideration, grants to the Upwork Client a
non-exclusive, perpetual, fully-paid and royalty-free, irrevocable,
non-terminable and world-wide right, with rights to sublicense through multiple
levels or tiers of sublicensees, to reproduce, make derivative works of,
distribute, publicly perform, and publicly display in any form or medium,
whether now known or later developed, make, have made, use, sell, import, offer
for sale, and exercise any and all present or future rights in the Background
Technology incorporated or used in the Work Product.

5.5 LICENSE TO OR WAIVER OF OTHER RIGHTS.

If Freelancer has any right to the Work Product that cannot be assigned by
Freelancer to the Upwork Client, Freelancer hereby automatically upon receipt of
payment of undisputed amounts from UTG unconditionally and irrevocably grants to
the Upwork Client, without further consideration and during the term of such
rights, an exclusive, even as to Freelancer, irrevocable, perpetual,
non-terminable, worldwide, fully paid up and royalty-free license, with rights
to sublicense through multiple levels or tiers of sublicensees, to reproduce,
make derivative works of, distribute, publicly perform and publicly display in
any form or medium, whether now known or later developed, make, have made, use,
sell, import, offer for sale and exercise any and all such rights. If Freelancer
has any rights to the Work Product that cannot be assigned or licensed to the
Upwork Client, Freelancer hereby automatically upon receipt of payment of
undisputed amounts from UTG unconditionally and irrevocably, without further
consideration, waives the enforcement of such rights around the world, and all
claims and causes of action of any kind against the Upwork Client, its
successors and assigns, or related to the Upwork Client’s customers, with
respect to such rights, and agrees, at UTG or the Upwork Client’s request and
expense, to consent to and join in any action to enforce such rights.

5.6 ASSISTANCE.

Freelancer agrees to, at the request of the Upwork Client and without any right
to further consideration, to assist the Upwork Client in every way, during and
after the term of this Agreement, to obtain and enforce United States and
foreign Intellectual Property Rights relating to the Work Product, in all
countries, including to sign all lawful papers, make all rightful oaths and
execute all divisional, continuing, continuation-in-part or reissue
applications, all assignments, all registration applications and all other
instruments or papers, to carry into full force and effect the assignment hereby
made or intended to be made and generally do everything necessary or helpful for
title to the Work Product, and all Intellectual Property Rights therein, to be
clearly and exclusively owned and held by the Upwork Client, including
testifying in a suit or other proceeding regarding such Inventions. Freelancer
hereby grants to the Upwork Client a power of attorney to execute any of the
aforementioned documents on Freelancer’s behalf in order to give effect to the
assignment hereby made. This power of attorney shall be deemed coupled with an
interest, and shall be irrevocable. Freelancer further agrees that Freelancer’s
obligations under this Section 5.6 shall continue after termination of this
Agreement.


6. CONFLICTING PROJECTS.

UTG and the Upwork Client acknowledge that Freelancer may enter into other
contracts and accept work from any other persons or entities during the term of
this Agreement; however, Freelancer agrees not to enter into a contract or
accept an obligation that would conflict with the provisions of this Agreement
or prevent Freelancer from meeting its obligations under this Agreement.
Freelancer represents and warrants that there is no such contract or obligation
in effect as of the Effective Date. Freelancer further agrees not to disclose
to, deliver to, or induce UTG or the Upwork Client to use any confidential
information that belongs to anyone other than UTG, the Upwork Client or
Freelancer.


7. CONFIDENTIAL INFORMATION OF THE UPWORK CLIENT.

Freelancer agrees that during the term of this Agreement and thereafter, except
as expressly authorized in writing by the Upwork Client, Freelancer (a) will not
use or permit the use of Client Confidential Information (defined below) in any
manner or for any purpose not expressly set forth in this Agreement; (b) will
not disclose, lecture upon, publish, or permit others to disclose, lecture upon,
or publish any such Client Confidential Information to any third party without
first obtaining the Upwork Client’s express written consent on a case-by-case
basis; (c) will limit access to Client Confidential Information to Freelancer
Personnel who need to know such information in connection with the Project and
who are likewise bound by non-use and non-disclosure obligations at least as
restrictive as those set forth in this section; and (d) will not remove any
tangible embodiment of any Client Confidential Information from the Upwork
Client’s premises without the Upwork Client’s prior written consent. “Client
Confidential Information” means and includes, but is not limited to, all Work
Product and all non-public information related to the business of the Upwork
Client or any of its parents, subsidiaries, affiliates, or successors and the
actual or anticipated research and development of the Upwork Client or any of
its parents, subsidiaries, affiliates, or successors, including without
limitation (i) trade secrets, inventions, ideas, processes, computer source and
object code, formulae, data, databases, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs, and techniques; (ii)
information regarding products or plans for research and development, marketing
and business plans, budgets, financial statements, contracts, prices, suppliers,
and customers; (iii) information regarding the skills and compensation of the
Upwork Client’s employees, contractors, and any other Freelancers; (iv) the
existence of any business discussions, negotiations, or agreements between the
Upwork Client and any third party; and (v) all such information related to any
third party that is disclosed during the course of the Project. Confidential
Information will not include any such information which Freelancer can establish
(x) was publicly known or made generally available prior to the time of
disclosure to Freelancer; (y) becomes publicly known or made generally available
after disclosure to Freelancer through no wrongful action or inaction of
Freelancer; or (z) is in the rightful possession of Freelancer, without
confidentiality obligations, at the time of disclosure as shown by Freelancer’s
then-contemporaneous written records; provided that any combination of
individual items of information shall not be deemed to be within any of the
foregoing exceptions merely because one or more of the individual items are
within such exception, unless the combination as a whole is within such
exception. To the extent Freelancer (1) collects, stores, transmits, discloses,
processes, and/or otherwise uses information that identifies a particular
individual (“Personal Information”) or (2) accesses Upwork Client’s computer
systems or networks in providing services under this Agreement, Freelancer will
comply with the privacy and security requirements in Exhibit 1, and will ensure
Freelancer Personnel comply with such requirements, for the purpose of
conforming with applicable laws.


8. CONFIDENTIAL INFORMATION OF UTG.

Freelancer agrees that during the term of this Agreement and thereafter, except
as expressly authorized in writing by UTG, it (a) will not use or permit the use
of UTG Confidential Information (defined below) in any manner or for any purpose
not expressly set forth in this Agreement; (b) will not disclose, lecture upon,
publish, or permit others to disclose, lecture upon, or publish any such UTG
Confidential Information to any third party without first obtaining UTG’s
express written consent on a case-by-case basis; (c) will limit access to UTG
Confidential Information to Freelancer Personnel who need to know such
information in connection with their work for UTG and who are likewise bound by
non-use and non-disclosure obligations at least as restrictive as those set
forth in this section; and (d) will not remove any tangible embodiment of any
UTG Confidential Information from UTG’s premises without UTG’s prior written
consent. “UTG Confidential Information” means and includes, but is not limited
to, all non-public information related to UTG’s and/or its affiliates’,
subsidiaries’, or parent company’s business and its/their actual or anticipated
research and development, including without limitation (i) trade secrets,
inventions, ideas, processes, computer source and object code, formulae, data,
databases programs, other works of authorship, know-how, improvements,
discoveries, developments, designs, and techniques; (ii) information regarding
products or plans for research and development, marketing and business plans,
budgets, financial statements, contracts, prices, suppliers, and customers;
(iii) information regarding the skills and compensation of UTG’s, its
affiliates’, subsidiaries’, or parent company’s employees, contractors, and any
other Freelancers; (iv) the existence of any business discussions, negotiations,
or agreements between UTG, its affiliates, subsidiaries, or parent company, and
any third party; and (v) all such information related to any third party that is
disclosed during the course of the Project. Confidential Information will not
include any such information which Freelancer can establish (x) was publicly
known or made generally available prior to the time of disclosure to Freelancer;
(y) becomes publicly known or made generally available after disclosure to
Freelancer through no wrongful action or inaction of Freelancer; or (z) is in
the rightful possession of Freelancer, without confidentiality obligations, at
the time of disclosure as shown by Freelancer’s then-contemporaneous written
records; provided that any combination of individual items of information shall
not be deemed to be within any of the foregoing exceptions merely because one or
more of the individual items are within such exception, unless the combination
as a whole is within such exception. To the extent Freelancer (1) collects,
stores, transmits, discloses, processes, and/or otherwise uses information that
identifies a particular individual (“Personal Information”) or (2) accesses
Upwork Client’s computer systems or networks in providing services under this
Agreement, Freelancer will comply with the privacy and security requirements in
Exhibit 1, and will ensure Freelancer Personnel comply with such requirements,
for the purpose of conforming with applicable laws.
Immunity for Certain Disclosures. As set forth in the U.S. Defend Trade Secrets
Act, 18 U.S.C. section 1833, please note that a disclosure of trade secrets or
other Confidential Information is immune from prosecution or civil action under
U.S. Federal or State trade secret law if the disclosure (a) is made (i) in
confidence to a Federal, State, or local government official, either directly or
indirectly, or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (b) is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made
under seal.
Provision Applicable to New York City. Nothing in this Agreement, including but
not limited to its provisions relating to confidentiality, prohibits (or should
be construed as prohibiting) any Freelancer residing in, or engaged to provide
services in, New York City under this Agreement from disclosing the terms of
this Agreement to the Director of the Office of Labor Standards.


9. FREELANCER’S AGENTS AND SUBCONTRACTORS.

Freelancer is free to rely on its employees or subcontractors to assist with
performance of services under this Agreement. If at any time Freelancer has any
employee, independent contractor or other person or entity performing work on
Freelancer’s behalf in connection with the Project, however, Freelancer agrees
Freelancer remains responsible for the quality of the Work Product and agrees to
the following representations and obligations:

9.1 PROJECT AND PERFORMANCE OF SERVICES.

a. Work Product Ownership, Confidential Information and Other Contractual
Provisions. Before any employee, independent contractor or other person or
entity employed or engaged by Freelancer (collectively, “Freelancer Personnel”)
performs any services in connection with the Project or has access to any Client
Confidential Information or UTG Confidential Information, Freelancer will enter
into a binding written agreement with such Freelancer Personnel that (i)
contains provisions with the same effect as the Agreement sections titled
“Intellectual Property Rights,” “Confidential Information of Upwork Client” and
“Confidential Information of UTG”; and (ii) specifies that Freelancer Personnel
do not have any employment relationship with Upwork Client or UTG or any of
their parents, subsidiaries, affiliates or successors and are not entitled to or
eligible for any benefits that Upwork Client or UTG or any of their parents,
subsidiaries, affiliates or successors may make available to any of their
respective employees. In addition, Freelancer will limit access to Client
Confidential Information and UTG Confidential Information to Freelancer
Personnel who have a reasonable need to have such access in order to perform
services for the Project.
b. Freelancer Personnel Not Employed by Upwork Client or UTG. Freelancer
acknowledges and agrees that Freelancer Personnel are not engaged by, supervised
by, directed by or assigned work by Upwork Client, UTG, or any of their
respective parents, subsidiaries or affiliates. Freelancer further acknowledges
and agrees that neither Upwork Client nor UTG determine or control, or have the
right to determine or control, any terms and conditions of employment or
engagement of any Freelancer Personnel, including without limitation their
selection, hiring, work assignment, work hours, compensation, work methods,
discipline, working conditions, or termination. For the avoidance of doubt,
Freelancer Personnel are not employees of Upwork Client or UTG or any of their
respective parents, subsidiaries or affiliates. Freelancer will be fully
responsible for the acts, work and safety of Freelancer Personnel at all times.
c. Freelancer Personnel Compensation, Taxes and Benefits. In accordance with all
applicable law, Freelancer will be solely responsible for determining and paying
all compensation of Freelancer Personnel and will be solely responsible for and
pay any taxes, contributions and/or benefits owed to or on behalf of Freelancer
Personnel. Neither Upwork Client nor UTG nor any of their respective parents,
subsidiaries or affiliates will be liable to Freelancer or to Freelancer
Personnel for Freelancer’s failure to perform Freelancer’s compensation, tax or
benefit obligations with respect to Freelancer Personnel. Freelancer will
indemnify, defend and hold Upwork Client and UTG and any of their parents,
subsidiaries, affiliates or successors harmless from and against all such taxes,
contributions and benefits and will comply with all associated governmental
regulations, including the filing of all necessary reports and tax returns.
d. Background Screening of Freelancer Personnel. If requested by UTG or Upwork
Client and permitted by applicable law, Freelancer will conduct reasonable
background screening measures with respect to Freelancer Personnel (the
“Screenings”) and will be responsible for all costs and fees relating to such
Screenings. Freelancer will conduct Screenings in accordance with applicable
laws and will obtain written authorization from Freelancer Personnel to share
the results of such screening with Upwork Client and/or UTG upon request.
e. Work Diary. Freelancer agrees to record and invoice through Work Diary on the
Site all work performed by any Freelancer Personnel for Projects performed on a
time and material or hourly basis under this Agreement. Freelancer acknowledges
that UTG has no obligation to pay Freelancer, and may not approve payment of
Freelancer, for time spent on hourly Projects that is not recorded in the Work
Diary.

9.2 FREELANCER RESPONSIBLE FOR FREELANCER PERSONNEL.

a. Employees. With respect to Freelancer Personnel, Freelancer is solely
responsible for and will comply with all applicable employment laws, including
without limitation laws governing workers’ compensation, unemployment and
disability insurance, health insurance and other employee benefits, wage and
hour, employment discrimination and harassment, leaves of absence, and health
and safety. Freelancer is responsible for providing meal and rest breaks to
employees in accordance with any applicable laws and for complying with all
paycheck requirements. If applicable, Freelancer will also comply with all
licensing and other regulatory steps necessary to employ workers. Freelancer
assumes full responsibility for any claims brought by, on behalf of or in
connection with Freelancer’s employees (or other Freelancer Personnel alleging
they are or should have been classified as employees) and agrees to indemnify,
defend and hold Upwork Client, UTG and any of their parents, subsidiaries,
affiliates and successors harmless from and against any such claims.
b. Independent Contractors. With respect to Freelancer Personnel, Freelancer is
solely responsible for properly classifying and engaging any Freelancer
Personnel as independent contractors or as its employees and will comply with
all applicable laws defining or governing the independent contractor or
employment relationship. Freelancer warrants and represents that any Freelancer
Personnel treated as an independent contractor is properly classified and
assumes full responsibility for any claims brought by, on behalf of or in
connection with Freelancer Personnel working as independent contractors and
agrees to indemnify, defend and hold Upwork Client, UTG and any of their
parents, subsidiaries, affiliates and successors harmless from and against any
such claims.

9.3 INTELLECTUAL PROPERTY RIGHTS.

Freelancer agrees that all copyrightable material, notes, records, drawings,
designs, inventions, improvements, developments, discoveries and trade secrets
conceived, discovered, developed or reduced to practice by Freelancer Personnel,
solely or in collaboration with others, during the term of this Agreement that
relate in any manner to the business of Upwork Client will belong exclusively to
Upwork Client. Freelancer will ensure that Freelancer Personnel execute
appropriate agreements with Freelancer to confirm such ownership, narrowed if
and to the extent required by applicable law to be enforceable in the applicable
jurisdiction, and to confirm that Freelancer Personnel will not challenge the
validity of Upwork Client’s ownership in Work Product, including without
limitation the Intellectual Property Rights in Work Product.

9.4 INDEMNIFICATION.

In addition to the indemnification obligations set forth elsewhere in this
Agreement, Freelancer will defend, indemnify, and hold harmless UTG, Upwork
Client and each of their parents, subsidiaries, affiliates and successors,
individually and collectively, against any damage, cost, loss or expense arising
from any claim, suit, proceeding, investigation, government inquiry or other
action brought against UTG, Upwork Client or any of their parents, subsidiaries,
affiliates or successors (a) alleging that any Freelancer Personnel is an
employee of UTG, Upwork Client or any of their parents, subsidiaries, affiliates
or successors or (b) arising out of the failure (whether negligent, willful,
intentional, or unintended in cases of strict liability) of Freelancer to comply
with this Agreement or any applicable law or regulation.


10. FREELANCER’S COVENANTS, REPRESENTATIONS AND WARRANTIES.

Freelancer hereby covenants, represents and warrants to UTG and to Upwork Client
that (a) Freelancer will perform the services necessary to perform the Project
in a timely and professional manner, consistent with industry standards, and all
in accordance with this Agreement; (b) except any pre-approved Background
Technology used or incorporated as part of the Work Product, the Work Product
will be an original work of Freelancer and any third parties will have executed
assignment of rights prior to being allowed to participate in the development of
the Work Product; (c) the Work Product will fully conform to the requirements
and terms set forth in this Agreement, including any Project Terms; (d) the Work
Product will be free from material errors, faults and defects of any kind; (e)
the Work Product will not contain any virus, Trojan horse, malicious code, trap
door, time bomb, or shutdown mechanism, or any other software code or
functionality that will “lock” or prevent the use of or access to the Work
Product or otherwise cause the Work Product to cease functioning, or which is
otherwise designed to harm any systems, servers, computers or websites of Upwork
Client, UTG or any of their parents, subsidiaries, affiliates or successors; (f)
neither the Work Product nor any element thereof does or will infringe or
misappropriate the Intellectual Property Rights of any third party; (g) neither
the Work Product nor any element thereof will be subject to any restrictions or
to any mortgages, liens, pledges, security interests, or encumbrances; (h)
Freelancer will not grant, directly or indirectly, any rights or interest
whatsoever in the Work Product to third parties other than the Upwork Client;
(i) Freelancer has full right and power to enter into and perform this Agreement
without the consent of any third party; (j) Freelancer has an unqualified right
to grant the license to all Background Technology as set forth in the section
titled “License to Background Technology”; (k) if Freelancer is required to
possess or maintain any license, registration, or other authorization necessary
to provide the Work Product or to provide independent contractor services under
this Agreement, then it possess such a license, registration, or other
authorization and will maintain such license, registration, or other
authorization during the term of this Agreement; (l) Freelancer will not use or
incorporate as part of the Work Product any Open Source Code other than as
expressly authorized in this Agreement; (m) Freelancer will promptly update
changes to Freelancer’s contact information as outlined in the Terms of Service;
and (n) Freelancer will comply with all laws and regulations applicable to
Freelancer’s obligations under this Agreement.


11. UTG DISCLAIMER; LIMITATION OF LIABILITY.

11.1 DISCLAIMER.

UTG MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROJECT, THE
PROJECT TERMS, OR IN CONNECTION WITH UTG’S PERFORMANCE OF ITS OBLIGATIONS AND
RESPONSIBILITIES HEREUNDER, AND FREELANCER ACKNOWLEDGES AND AGREES THAT THE SAME
ARE BEING PROVIDED OR PERFORMED HEREUNDER “AS IS” AND WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND. UTG HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, TITLE, AND/OR VALIDITY. SOME STATES AND JURISDICTIONS
DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS, SO TO THAT EXTENT, IF ANY, SOME
OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.

11.2 LIMITATION OF LIABILITY.

IN NO EVENT WILL UTG, UPWORK CLIENT OR ANY OF THEIR PARENTS, SUBSIDIARIES,
AFFILIATES, OR SUCCESSORS BE LIABLE TO FREELANCER FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOST PROFITS), EXEMPLARY, OR
PUNITIVE DAMAGES, EVEN IF THEY WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH ANY SUCH DAMAGES ARE
SOUGHT. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING
EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT
EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.


12. INDEMNIFICATION.

Freelancer will defend, indemnify, and hold harmless UTG, Upwork Client or any
of their parents, subsidiaries, affiliates, or successors, individually and
collectively, against any and all damage, cost, loss or expense arising from any
claim, suit or proceeding, actual or alleged, brought or asserted against UTG,
Upwork Client and/or any of their parents, subsidiaries, affiliates, or
successors (a) alleging that any Work Product that Freelancer delivers pursuant
to this Agreement or the Project infringes upon any intellectual property
rights; (b) alleging that any Work Product that Freelancer delivers pursuant to
this Agreement or the Project misappropriates any trade secrets of UTG, Upwork
Client and any of their parents and affiliates, or any third party; (c) arising
from or related to Freelancer’s breach of any representation or warranty; (d)
arising from or related to Freelancer’s failure to pay any taxes or fees due as
a result of Freelancer’s work under this Agreement; (e) arising from or related
to Freelancer’s or Freelancer’s personnel’s failure to comply with any
applicable law or regulation; or (f) arising from or related to Freelancer’s
breach of any other terms of this Agreement.


13. INSURANCE.

Freelancer, at its sole cost and expense, will maintain appropriate insurance in
accordance with any applicable laws and regulations and in no event less than
industry standards, including but not limited to unemployment and workers’
compensation insurance. Upon request, Freelancer will furnish proof of insurance
in a form acceptable to UTG and the Upwork Client.


14.TERM AND TERMINATION.

14.1 TERM.

The term of this Agreement (the “Term”) will begin on the Effective Date and
will terminate on the first to occur of: (a) the end date in the Project Terms;
or (b) the date that the Project is fully completed and thus closed on the Site.

14.2 TERMINATION WITH CAUSE.

Either Party has the right to terminate this Agreement immediately in the event
that the other Party has materially breached the Agreement and fails to cure
such breach within 15 calendar days of receipt of notice by the non-breaching
Party, setting forth in reasonable detail the nature of the breach. UTG may also
terminate this Agreement immediately, in writing, in its sole discretion in the
event of Freelancer’s material breach of section 5, 6, 7, 8 or 9 (including
subsections), or if Freelancer engages in unlawful activities while rendering
the services specified in the Project.

14.3 RETURN OF PROPERTY.

Upon termination of the Agreement or upon UTG’s or Upwork Client’s request at
any other time, Freelancer will deliver to UTG or Upwork Client, as applicable,
all of UTG’s or the Upwork Client’s property together with all copies thereof
and any other documents or materials that contain any Work Product, Client
Confidential Information or UTG Confidential Information.

14.4 SURVIVAL.

The following provisions will survive the expiration or termination of this
Agreement for any reason: sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14.3, 14.4,
15, and 16, each including subsections. For the avoidance of doubt, Freelancer
acknowledges and agrees that the license rights and other rights granted by
Freelancer in section 5 above are perpetual in nature and will continue in
perpetuity notwithstanding the expiration or termination of this Agreement,
regardless of the cause, and the expiration or termination of this Agreement
will not affect, limit, or otherwise impair such rights.


15. DISPUTES; ARBITRATION PROVISION.

15.1 DISPUTE PROCESS.

The Parties agree to resolve any claim, dispute, or controversy that arises out
of or relates to (a) this Agreement, (b) Freelancer’s relationship with or work
or UTG, the Upwork Client or any of their parents, subsidiaries, affiliates, or
successors (each of which are express third-party beneficiaries of this
Arbitration Provision), including without limitation any claimed employment, or
the termination of any relationship referred to in this Agreement, and/or (c)
the Site or the Site Services (each, a “Claim”) in accordance with this section
15 (sometimes referred to as “Arbitration Provision”).

15.2 INFORMAL DISPUTE RESOLUTION.

Before serving a demand for arbitration of a Claim, or otherwise seeking relief
for any Claim, Freelancer and UTG agree to first notify the other Party or
Parties (the “Notice”). The Parties will then seek informal resolution of the
Claim. The Notice must be in writing and include Freelancer’s name, pertinent
account information, a brief description of the Claim, and the drafting Party’s
contact information, so that the receiving Party may evaluate and attempt to
informally resolve the Claim. The receiving Party will have 60 calendar days
from the date of its receipt of the Notice to informally resolve the Claim,
which, if successful, will avoid the need for further action. Notice to UTG of
the Claim will be sent to Upwork Global Inc. Headquarters as listed on its Site
(https://www.upwork.com/about/contact/), Attn: Legal or legalnotices@upwork.com.
Notice to the Upwork Client will be made through any means by which Freelancer
communicates with the Upwork Client about the Work Product. Notice to Freelancer
will be provided to the most current physical or email address on the Site.

15.3 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO
FREELANCERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES).

This Arbitration Provision applies to all Freelancers except Freelancers located
outside of the United States and its territories. In the unlikely event the
Parties are unable to resolve a Claim within 60 calendar days of the receipt of
the applicable Notice, Freelancer, UTG and any of their parents, subsidiaries,
affiliates, or successors, and Upwork Client and any of its parents,
subsidiaries, affiliates, or successors agree to resolve the Claim by final and
binding arbitration before an arbitrator from JAMS. JAMS may be contacted at
www.jamsadr.com. If for any reason JAMS will not administer the arbitration,
either Party may apply to a court of competent jurisdiction with authority over
the location where the arbitration will be conducted for appointment of a
neutral arbitrator.
a. Scope of Arbitration Agreement and Conduct of Arbitration
Arbitration as provided in this Arbitration Provision is governed by the United
States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration
Provision applies to any and all Claims (as defined in section 15.1). For the
avoidance of doubt, Claims include, but are not limited to, all claims,
disputes, or controversies arising out of or relating to this Agreement, the
Project, the Terms of Service, escrow payments or agreements, any payments or
monies Freelancer claims are due, trade secrets, unfair competition, false
advertising, consumer protection, privacy, compensation, worker classification,
minimum wage, seating, expense reimbursement, overtime, breaks and rest periods,
termination, retaliation, discrimination or harassment and all claims arising
under the Defend Trade Secrets Act, the Civil Rights Act of 1964, 42 U.S.C.
§1981, the Rehabilitation Act, the Civil Rights Acts of 1866 and 1871, the Civil
Rights Act of 1991, the Pregnancy Discrimination Act, the Equal Pay Act, the
Americans With Disabilities Act, the Age Discrimination in Employment Act, the
Family Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement
Income Security Act, the Affordable Care Act, the Genetic Information
Non-Discrimination Act, the Uniformed Services Employment and Reemployment
Rights Act, the Worker Adjustment and Retraining Notification Act, all state
statutes or regulations addressing the same or similar subject matters, and all
other federal, state or local legal claims arising out of or relating to
Freelancer’s relationship with or work for UTG or the Upwork Client or any of
their parents, subsidiaries, affiliates, or successors and/or the termination of
that relationship. The Upwork Client is an express third party beneficiary and
may enforce the agreement to the full extent as though it were a signatory.
Disputes between the parties that may not be subject to a pre-dispute
arbitration agreement as provided by the Dodd-Frank Wall Street Reform and
Consumer Protection Act (Public Law 111-203) or as provided by an Act of
Congress or lawful, enforceable Executive Order, are excluded from the coverage
of this Agreement.
Except as otherwise provided herein, arbitration will be conducted in Santa
Clara County, California in accordance with the JAMS Comprehensive Arbitration
Rules and Procedures under the Optional Expedited Arbitration Procedures then in
effect for JAMS. Notwithstanding the foregoing, any Claims by Freelancers that
allege employment or worker classification disputes will be conducted within 25
miles of where Freelancer is located in accordance with the JAMS Employment
Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may
be found at www.jamsadr.com or by searching online for “JAMS Comprehensive
Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The
Parties agree that any Party will have the right to appear at the arbitration by
telephone and/or video rather than in person.
The Parties will follow the applicable JAMS rules with respect to arbitration
fees. In any arbitration under the JAMS Employment Arbitration Rules and
Procedures, Freelancer will pay JAMS arbitration fees only to the extent those
fees are no greater than the filing or initial appearance fees applicable to
court actions in the jurisdiction where the arbitration will be conducted, with
UTG to make up the difference, if any. The arbitrator must follow applicable law
and may award only those remedies that would have applied had the matter been
heard in court. Judgment may be entered on the arbitrator’s decision in any
court having jurisdiction.
This Arbitration Provision does not apply to litigation to which Freelancer is a
party that is or was already pending in a state or federal court or arbitration
before the Effective Date. This Arbitration Provision also does not apply to
claims for workers compensation, state disability insurance or unemployment
insurance benefits. Either Freelancer or UTG may apply to a court of competent
jurisdiction for provisional injunctive relief in connection with an arbitrable
controversy, but only upon the ground that the award to which that party may be
entitled may be rendered ineffectual without such relief; the arbitrator will
render the final judgment in the matter.
Nothing in this Arbitration Provision prevents Freelancer from making a report
to or filing a claim or charge with a government agency, including without
limitation the U.S. Equal Employment Opportunity Commission, U.S. Department of
Labor, U.S. Securities and Exchange Commission, National Labor Relations Board,
or Office of Federal Contract Compliance Programs. Nothing in this Arbitration
Provision prevents the investigation by a government agency of any report, claim
or charge otherwise covered by this Arbitration Provision. This Arbitration
Provision also does not prevent federal administrative agencies from
adjudicating claims and awarding remedies based on those claims, even if the
claims would otherwise be covered by this Arbitration Provision. Nothing in this
Arbitration Provision prevents or excuses a party from satisfying any conditions
precedent and/or exhausting administrative remedies under applicable law before
bringing a claim in arbitration. UTG will not retaliate against Freelancer for
filing a claim with an administrative agency or for exercising rights
(individually or in concert with others) under Section 7 of the National Labor
Relations Act.
b. Interpretation and Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the
formal resolution of Claims and replaces all prior agreements between Freelancer
and UTG regarding the arbitration of disputes covered by this Arbitration
Provision. Except as otherwise provided in this Arbitration Provision, this
Arbitration Provision covers, and the arbitrator will have exclusive
jurisdiction to decide, all disputes arising out of or relating to the
interpretation, enforcement, or application of this Arbitration Provision,
including, except as otherwise provided in this Arbitration Provision, the
enforceability, revocability, scope, or validity of the Arbitration Provision or
whether any portion of the Arbitration Provision is void or voidable. All such
matters will be decided by an arbitrator and not by a court.
In the event any portion of this Arbitration Provision is deemed unenforceable,
the remainder of this Arbitration Provision will be enforceable. If any portion
of the Class Action Waiver in subsection c, below, of this Arbitration Provision
is deemed to be unenforceable, the Parties agree that this Arbitration Provision
will be enforced to the fullest extent permitted by law.
c. Class and Collective Action Waiver
Private attorney general representative actions under the California Labor Code
are not arbitrable, not within the scope of this Arbitration Provision and may
be maintained in a court of law. However, this Arbitration Provision affects the
Parties’ ability to participate in class or collective actions. The Parties
agree to bring any dispute in arbitration on an individual basis only, and not
on a class or collective basis on behalf of others. There will be no right or
authority for any dispute to be brought, heard or arbitrated as a class or
collective action, or as a member in any such class or collective proceeding
(“Class Action Waiver”). Notwithstanding any other provision of this Agreement
or the JAMS Rules, disputes regarding the enforceability, revocability, scope,
or validity or breach of the Class Action Waiver may be resolved only by a civil
court of competent jurisdiction and not by an arbitrator. In any case in which
(1) the dispute is filed as a class or collective action and (2) there is a
final judicial determination that all or part of the Class Action Waiver is
unenforceable, the class or collective action to that extent must be litigated
in a civil court of competent jurisdiction, but the portion of the Class Action
Waiver that is enforceable shall be enforced in arbitration. Freelancer will not
be retaliated against, disciplined or threatened with discipline as a result of
exercising any rights under Section 7 of the National Labor Relations Act, if
applicable, by filing or participating in a class or collective action in any
forum. However, any Party may lawfully seek enforcement of this Arbitration
Provision and the Class Action Waiver under the Federal Arbitration Act and seek
dismissal of such class or collective actions or claims.
d. Right to Opt Out of the Arbitration Provision.
Freelancer may opt out of the Arbitration Provision by notifying UTG in writing
within 30 calendar days of the Effective Date. To opt out, Freelancer must send
a written notification to UTG to Upwork Global Inc. headquarters as listed on
its Site (https://www.upwork.com/about/contact/), Attn: Legal or
legalnotices@upwork.com that includes (a) Freelancer’s account username, (b)
Freelancer’s name, (c) Freelancer’s address, (d) Freelancer’s telephone number,
(e) Freelancer’s email address, and (f) a statement that Freelancer wishes to
opt out of the Arbitration Provision. Freelancer understands that Freelancer has
the right to consult with counsel of Freelancer’s choice concerning this
Agreement and the Arbitration Provision.


16. GENERAL PROVISIONS

16.1 CHOICE OF LAW.

Except as otherwise specifically provided herein, this Agreement and any Claims
will be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of law provisions and excluding the
United Nations Convention on Contracts for the International Sale of Goods
(CISG); provided, however, that any Claims by any Freelancer located within the
United States will be governed by the law of the state in which such Freelancer
resided at the time the Project was performed.

16.2 SEVERABILITY.

If any provision of this Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of this Agreement will be unimpaired and the
invalid or unenforceable provision will be deemed modified so that it is valid
and enforceable to the maximum extent permitted by law. Section 15.3(c) governs
severability of the Class Action Waiver.

16.3 NO ASSIGNMENT.

This Agreement, and the Parties’ respective rights and obligations herein, may
not be assigned or otherwise transferred by either Party without the other’s
prior written consent, and any attempted assignment or transfer in violation of
the foregoing will be null and void; provided, however, UTG may assign this
Agreement, its rights and its obligations to an affiliate or to any successor to
its business or assets to which this Agreement relates, whether by merger, sale
of assets, sale of stock, reorganization or otherwise. The terms of this
Agreement will be binding upon assignees.

16.4 INJUNCTIVE RELIEF.

Freelancer acknowledges that, because its services are personal and unique and
because Freelancer will have access to Confidential Information of UTG and
Upwork Client, any breach of this Agreement by Freelancer would cause
irreparable injury to UTG or Upwork Client for which monetary damages would not
be an adequate remedy and, therefore, will entitle UTG or Upwork Client to
injunctive relief (including specific performance). The rights and remedies
provided to each Party in this Agreement are cumulative and in addition to any
other rights and remedies available to such Party at law or in equity not
otherwise waived by this Agreement.

16.5 WAIVER.

Any waiver or failure to enforce any provision of this Agreement on one occasion
will not be deemed a waiver of any other provision or of such provision on any
other occasion.

16.6 EXPORT.

Freelancer agrees not to export, directly or indirectly, any U.S. technical data
acquired from UTG, Upwork or Upwork Client, or any products utilizing such data,
to countries outside the United States, because such export could be in
violation of the United States export laws or regulations.

16.7 ENTIRE AGREEMENT.

This Agreement is the final, complete and exclusive agreement of the Parties
with respect to the subject matters hereof and supersedes and merges all prior
discussions between the Parties with respect to such subject matters. No
modification of or amendment to this Agreement, or any waiver of any rights
under this Agreement, will be effective unless in writing and signed by
Freelancer and UTG.

16.8 ELECTRONIC ACCEPTANCE.

The Parties expressly agree that this Agreement may be electronically signed and
accepted, and that the Site’s record of Freelancer’s acceptance will be treated,
for purposes of validity, enforceability and admissibility, the same as written
signatures.
THE PARTIES AGREE THAT BY ACCEPTING THIS AGREEMENT VIA THE SITE, FREELANCER HAS
BOUND ITSELF TO THIS AGREEMENT AND CREATED AN AGREEMENT THAT IS ENFORCEABLE
AGAINST ALL PARTIES.
FREELANCER ACKNOWLEDGES AND AGREES THAT FREELANCER HAS BEEN GIVEN THE
OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT
BEFORE ACCEPTING IT, AND THAT FREELANCER VOLUNTARILY AGREES TO BE BOUND BY THIS
AGREEMENT WITH FULL KNOWLEDGE AND UNDERSTANDING OF ITS TERMS.








EXHIBIT A
PRIVACY AND INFORMATION SECURITY EXHIBIT





To the extent Freelancer (1) collects, stores, transmits, discloses, processes,
and/or otherwise uses information that identifies a particular individual
(“Personal Information”) or (2) accesses Upwork Client’s computer systems or
networks in providing services under this Agreement, Freelancer will comply with
the privacy and security requirements in this Exhibit for the purpose of
conforming with applicable laws regarding protection of Personal Information.
Freelancer is expected to be familiar with such laws and take whatever
additional security measures may be warranted by the particular circumstances.

Privacy Requirements

1. Personal Information: Freelancer will collect, store, transmit, disclose,
process, destroy, or otherwise process Personal Information only (a) for
purposes of providing the Services and as otherwise instructed by Upwork Client,
(b) in accordance with this Exhibit 1, and (c) in compliance with applicable
law. In the event of any conflict between applicable law and this Exhibit 1,
Freelancer will comply with applicable law. Personal Information includes any
information related to an identified or identifiable natural person where such
information is protected under applicable data protection law.


2. Notification Of Security Incident: Freelancer will notify Upwork Client of
any actual or suspected security incident involving Personal Information as soon
as possible after becoming aware of the incident, but never later than 24 hours
after learning of the incident. Freelancer will cooperate with Upwork Client on
any investigation of the security incident. A “security incident” is a breach of
security leading to the accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, Personal Information transmitted,
stored or otherwise processed.


3. Security Standards: Freelancer will utilize reasonable and physical,
technical and administrative safeguards to protect Personal Information and
comply at all times with applicable laws concerning the protection and securing
of Personal Information. For as long as Freelancer has access to Personal
Information or to Upwork Client’s systems/networks, Freelancer will update
security practices and controls at Freelancer’s own cost.

4. Malware Protection: Freelancer will use up-to-date, commercially reasonable
virus protection software (i.e. anti-virus) for the duration of the Engagement.
5. Device and Software Management: Before the start of the Engagement and at all
times while Freelancer accesses any Personal Information or Upwork Client’s
systems/networks, Freelancer will:
 1. Use up-to-date software and firmware that includes any current patches and
    updates and that is configured to automatically update/patch;
 2. Use a firewall to protect Freelancer’s own information systems;
 3. Use strong, unique passwords of at least 8 characters (with a mix of
    letters, numbers, and special characters where possible) for access to
    devices and applications;
 4. Use password-activated screensavers to lock hardware or devices after a
    period of inactivity;
 5. Configure devices and applications to require new passwords at least every
    90 days;
 6. Ensure that multiple failed login attempts (no more than 10) to devices and
    applications result in lockout (check security settings on applications);
    and
 7. Disable Bluetooth on devices (except when use is necessary).
    

6. Secure Practices:

 1. Freelancer will only connect to trusted, private wireless networks that use
    complex passwords not known or easily accessible to the public (e.g., not
    Starbucks).
 2. Freelancer will not share hardware or devices with other people (roommates,
    spouses, children, etc.) while performing the Engagement until all Personal
    Information is removed/destroyed from the hardware or device. Hardware and
    devices shall be housed in secure places when not in use.
 3. Freelancer will not download and install unsolicited software. Software
    downloaded to hardware or devices that connect to Upwork Client’s
    systems/network could be used to distribute malware.
 4. Freelancer will not share passwords used to access Personal Information with
    anyone or post passwords near hardware or devices.

7. Disposal: When no longer needed for the Engagement, and always upon
completion of the Engagement or at Upwork Client’s request, Freelancer will
return all Personal Information received, compiled or created in the course of
the Engagement. Further, Freelancer will securely delete any and all copies of
such Personal Information (including backups) in Freelancer’s possession (e.g.,
hard copies shredded, desktop/email trashcan emptied, etc.). Personal
Information in electronic form will be deleted with a “wiping” program that
overwrites data on the hardware; paper documents containing Personal Information
will be shredded. Deleting files using standard keyboard commands is not
sufficient because data may remain on the computer’s hard drive. Wiping programs
are available at most office supply stores. Freelancer understands that a
failure to delete Personal Information in Freelancer’s possession after
completion of the Engagement may constitute theft of Personal Information.
8. Data Protection:
 1. Freelancer will not disclose Personal Information to a subcontractor without
    Upwork Client’s prior, written consent. Freelancer will not disclose
    Personal Information to any other third party without Upwork Client’s prior,
    written consent except as required by law. Freelancer will not ever sell
    Personal Information. Freelancer will promptly notify Upwork Client of any
    legally binding request for the production or disclosure of Personal
    Information (unless prohibited by law from doing so) to allow Upwork Client
    sufficient time to object to the request.
 2. Freelancer will not attempt to link, identify, or otherwise create a
    relationship between Personal Information made available to Freelancer by
    Upwork Client with any other data without the express authorization of
    Upwork Client.
 3. In the event Freelancer access to, or storage of, Personal Information
    results in the transfer of Personal Information to a country outside the
    country where the Personal Information originated, Freelancer will, at
    Upwork Client’s request and to the extent required by applicable law, take
    such reasonable steps as Upwork Client deems necessary (e.g., execute a data
    transfer agreement) to comply with any law in the country of origin that
    restricts the international transfer of Personal Information.
 4. Freelancer will cooperate with Upwork Client’s reasonable request for
    assistance in responding to a request to Upwork Client by an individual to
    exercise his or her rights under applicable data protection law, including
    but not limited to requests to delete Personal Information, and requests to
    access Personal Information. In the event Freelancer receives such a request
    directly from an individual concerning Personal Information in Freelancer’s
    possession, Freelancer will promptly forward the request to Upwork Client so
    that Upwork Client can respond to the individual.
 5. Freelancer will make available, upon Upwork Client’s reasonable request,
    information necessary to demonstrate compliance with this Exhibit 1 and will
    allow for audits or inspection by Upwork Client or its designee concerning
    Freelancer’s handling of Personal Information in accordance with this
    Exhibit 1.
 6. In the event the Personal Information relates to an individual located in
    the European Economic Area, Attachment A to this Exhibit 1 describes the
    nature and purpose of the processing of Personal Information, the type of
    Personal Information processed, and the categories of data subjects.

Additional information on best practices for protecting Personal Information may
be found at
https://www.bulkorder.ftc.gov/publications/protecting-personal-information-guide-business.
Freelancer is encouraged to obtain and read a copy of this free publication.




Attachment A




Description Of The Processing




Nature Of Processing By Freelancer:






Purposes Of Processing By Freelancer:






Categories Of Data Subjects Whose Personal Information Is Processed By
Freelancer:






Categories Of Personal Information Processed By Freelancer:





INDEPENDENT CONTRACTOR AGREEMENT PREMIUM


VERSION 1.4

EFFECTIVE AUGUST 11, 2022

Download

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TABLE OF CONTENTS

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UTG INDEPENDENT CONTRACTOR AGREEMENT


UPWORK CONFIDENTIAL

THIS UTG INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into by
and between Upwork Talent Group Inc. (“UTG”), a Delaware corporation with its
principal place of business at 475 Brannan St, San Francisco, CA 94107, and
Freelancer, as of the date Freelancer accepts this Agreement via the Site (the
“Effective Date”). UTG and Freelancer are sometimes referred to collectively
herein as the “Parties” and individually as a “Party.” “Upwork Client” refers to
[UPWORK ENTERPRISE COMPLIANCE CLIENT]. UTG and Freelancer agree as follows:


1.BACKGROUND AND INITIAL OBLIGATIONS.

1.1 USE OF PLATFORM.

UTG and Freelancer agree to use the marketplace for services owned and operated
by Upwork Global Inc. (“Upwork”) at the domain and sub-domains of
http://www.upwork.com (the “Site”) for the designation of, delivery of and
payment for Freelancer’s services under this Agreement. UTG and Freelancer
specifically incorporate into this Agreement and agree to be bound by the Site’s
Terms of Service available at https://www.upwork.com/legal (“Terms of Service”),
as they may be amended from time to time. Capitalized terms not defined in this
Agreement have the meanings given to them in the Terms of Service. To the extent
that any provision of this Agreement conflicts with a provision of the Terms of
Service, the applicable provision of this Agreement will control.

1.2 IDENTITY OF FREELANCER.

The “Freelancer” is the self-employed individual or entity whose legal name and
address are listed in the Tax Information section of the Account on the Site of
the User accepting this Agreement via the Site.
a. Any person who accepts this Agreement on behalf of a corporation, limited
company or other legal entity represents and warrants that they accept this
Agreement on behalf of such legal entity and that they have the legal authority
and authorization to contractually bind that legal entity. A Freelancer that is
a legal entity further represents and warrants that it is in good standing under
the laws of the jurisdiction(s) where Freelancer conducts business and will
promptly provide proof of its organization, registration and good standing upon
request.
b. If Freelancer was offered the Project as an Agency Member, Freelancer
represents and warrants that it is accepting this Agreement on behalf of the
Agency whose Agency Account it is associated with and that Freelancer has the
legal authority and authorization to do so. In such cases, except as used in
this paragraph, the term “Freelancer” in this Agreement refers to and includes
the Agency.

1.3 WORK FOR UPWORK CLIENT.

UTG has contracted with Freelancer to provide certain services or deliverables
to the Upwork Client (the “Project”). Freelancer acknowledges and agrees that
the Upwork Client is an express third-party beneficiary of this Agreement,
including without limitation the Arbitration Provision contained in section 15,
below, having the right to enforce this Agreement in accordance with its terms.

1.4 UPWORK CLIENT CONFIDENTIALITY.

THE IDENTITY OF THE UPWORK CLIENT AND THE NATURE OF THE UPWORK CLIENT’S WORK ARE
UPWORK CONFIDENTIAL INFORMATION AND THE UPWORK CLIENT CONFIDENTIAL INFORMATION
UNDER THIS AGREEMENT. FREELANCER AGREES NOT TO DISCLOSE THIS INFORMATION AT ANY
TIME, DURING OR AFTER THE PROJECT, WITHOUT ADVANCE WRITTEN APPROVAL BY THE
UPWORK CLIENT.

1.5 THE PROJECT.

Freelancer agrees to complete the Project described in the contract offer on the
Site related to this Project and to comply with all terms or specifications
about the work to be completed agreed to by Freelancer on the Site
(collectively, “Project Terms”). Freelancer further agrees that Project Terms
are incorporated into this Agreement by this reference.

1.6 USE OF THE UPWORK SITE.

Freelancer agrees to use the Site, including Upwork Messages, for any
communications with UTG, to record time spent working on hourly contracts, to
request payment for contract milestones, and to submit any other invoice under
this Agreement. Freelancer further understands and agrees that in order to
receive payment for the Project all invoicing and payment must be completed
through the Site.

1.7 UPWORK ENTERPRISE.

Freelancer agrees that Freelancer’s profile may be included in the Upwork
Client’s Talent Cloud network on the Site for future consideration by the Upwork
Client.

1.8 UPWORK ENTERPRISE COMPLIANCE.

For clarity, and for the avoidance of doubt, this Independent Contractor
Agreement exclusively applies to Upwork Enterprise Compliance clients where UTG
is the agent of record.

1.9 INFORMATION PROVIDED BY FREELANCER.

Freelancer represents and warrants that the information is and has been provided
to Upwork or UTG is accurate and that Freelancer will provide notice of any
material changes, including, without limitation, changes to Freelancer’s
location, insurance coverage, tax residence or identification number, or changes
to Freelancer’s business licensure, registration, or similar status.


2. PROJECT AND PERFORMANCE OF SERVICES.

2.1 PROJECT WORK PRODUCT.

Freelancer agrees to complete the Project specified by the Upwork Client in the
Project Terms and to deliver the Work Product (defined below) to the Upwork
Client by any deadline(s) set forth in the Project Terms or such other time as
Freelancer may agree. UTG will pay Freelancer for Work Product in accordance
with this Agreement and the Project Terms. As used in this Agreement, the term
“Work Product” means any and all work and work product developed by Freelancer
in completing the Project or delivered to the Upwork Client in performing the
Project. This Agreement is only for the Work Product completed in accordance
with this Agreement, and UTG will not pay Freelancer a regular salary or any
minimum regular payment.

2.2 PERFORMANCE OF SERVICES.

Freelancer will perform the services necessary to complete the Project in a
timely and professional manner, consistent with industry standards, at a
location, place and time (including specific hours), that Freelancer deems
appropriate. Freelancer has the sole right to determine and control, and will
determine and control, the manner and means of performing the Project. In
completing the Project, Freelancer will provide and use Freelancer’s own
equipment, tools, and other materials at Freelancer’s own expense. UTG is the
agent of record for contracting purposes and is not involved in Freelancer’s
work performance or completion of the Work Product. Freelancer is not performing
services for this Project on Upwork’s behalf. Freelancer will perform the
Project Terms without training from UTG or Upwork Client regarding the project
performance. Freelancer will not perform services at UTG’s physical business
location. Freelancer will not include in the Work Product any material that is
owned by, copyrighted by, or that requires licensing, permission or
authorization from a third party without the advance written permission of the
Upwork Client.

2.3 AGREEMENTS WITH UPWORK CLIENT.

Freelancer acknowledges that Freelancer has contracted to perform work for the
Upwork Client, and that material conditions of UTG agreeing to contract with
Freelancer are that Freelancer maintain the Upwork Client’s confidentiality and
that the Upwork Client owns all Work Product created by Freelancer while
providing services to the Upwork Client, all as provided in this Agreement.
Freelancer acknowledges that Upwork Client may require Freelancer to enter into
a direct agreement addressing confidentiality and Work Product obligations as a
condition to accepting the Project and performing services under it. In such
instances, Freelancer agrees that it will not accept any Project from the Upwork
Client or otherwise provide any services to Upwork Client unless and until
Freelance reviews, accepts and enters into any such direct agreement required by
the Upwork Client.


3. COMPENSATION.

UTG will, subject to the terms and conditions of this Agreement, pay Freelancer
the fee specified in the Project Terms. Payment will be made by UTG to
Freelancer through the Site in accordance with the applicable provisions of the
Terms of Service. Freelancer agrees that UTG will make payment under this
section provided the Upwork Client’s account is current at the time the
Freelancer’s payment is due. Freelancer also agrees that the Upwork Client is
responsible for payment of the fee specified in the Project Terms if the Upwork
Client’s account is terminated or suspended. Freelancer will be responsible for
all expenses incurred in performing services under this Agreement.


4. INDEPENDENT CONTRACTOR RELATIONSHIP.

Freelancer’s relationship with UTG, the Upwork Client and any of their parents,
subsidiaries, affiliates, or successors will be that of an independent
contractor, and nothing in this Agreement should be construed to create a
partnership, joint venture, or employer-employee relationship.

4.1 NO EMPLOYMENT OR AGENCY.

Freelancer acknowledges and agrees that Freelancer (a) is not an employee of
UTG, the Upwork Client or any of their parents, subsidiaries, affiliates, or
successors; (b) is not the agent of UTG, the Upwork Client or any of their
parents, subsidiaries, affiliates, or successors; (c) is not authorized to make
or hold itself out as authorized to make any statement, representation,
contract, or commitment on behalf of UTG, the Upwork Client or any of their
parents, subsidiaries, affiliates, or successors; and (d) is not and will not be
entitled to any of the benefits that UTG, the Upwork Client or any of their
parents, subsidiaries, affiliates, or successors makes available to its
employees, such as group insurance, stock plans, profit-sharing or retirement
benefits (and waives the right to receive any such benefits).

4.2 TAX AND REGULATORY COMPLIANCE.

Freelancer is and will at all times remain solely responsible for all tax
returns and payments required to be filed with or made to any national, federal,
state, or local tax authority with respect to Freelancer’s performance of
services and/or receipt of fees under this Agreement. If applicable, UTG will
report amounts paid to Freelancer by filing a Form 1099 with the Internal
Revenue Service (IRS), as required by law. Freelancer agrees to complete the tax
information fields on the Site and, as requested by UTG, to complete an IRS Form
W-9, Form W-8 or other tax form. Freelancer accepts sole and exclusive liability
for complying with all applicable national, federal, state, provincial and local
laws, including laws governing self-employed individuals and other businesses,
such as laws related to payment of taxes, social security, disability, and other
contributions based on fees paid to Freelancer under this Agreement. Where such
coverage is required by law, Freelancer represents and warrants that Freelancer
has appropriate workers’ compensation coverage or, if it does not already have
such coverage, agrees to obtain coverage before beginning work under this
Agreement. Neither UTG nor any Upwork Client will withhold or make payments for
social security, any pension or social insurance plan, unemployment insurance or
disability insurance contributions, any employer health taxes or other payroll
taxes, including penalties and interest, or obtain workers’ compensation
insurance on Freelancer’s behalf. Freelancer hereby agrees to make any such
required payments and obtain any required insurance and to indemnify and defend
and hold harmless UTG and the Upwork Client from and against any and all such
taxes or contributions, including penalties and interest. Freelancer agrees to
provide proof of payment of appropriate taxes on any fees paid to Freelancer
under this Agreement upon reasonable request by UTG.

4.3 WITHHOLDING.

Upon execution of this Agreement and thereafter as may be reasonably requested
by UTG, Freelancer shall complete and provide to UTG any form reasonably
requested by UTG or required by a relevant taxing authority in order to certify
that UTG is not required to withhold from Freelancer’s fees or pay on
Freelancer’s behalf any income or other tax withholding on any payment of fees
under this Agreement. In the event any such tax is required by law to be
withheld by UTG on compensation payable under this Agreement, UTG may terminate
this Agreement immediately. If UTG elects to continue the Agreement, UTG will
have the right to pay such tax on behalf of Freelancer to the appropriate
governmental authority, offset the compensation by such tax and furnish
Freelancer with proof of payment of such tax. Any such tax required to be
withheld will be an expense of and borne by Freelancer.


5. INTELLECTUAL PROPERTY RIGHTS.

5.1 DEFINITION OF INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS.

“Invention” means any copyrightable material, notes, records, ideas, concepts,
information, materials, processes, data, programs, know-how, improvements,
discoveries, developments, designs, artwork, formulae, techniques, or trade
secrets conceived, authored, discovered, invented, developed or reduced to
practice by Freelancer, solely or in collaboration with others, during the term
of this Agreement, and all Intellectual Property Rights therein. “Intellectual
Property Rights” means all trade secrets, copyrights, trademarks, mask work
rights, patents, moral rights, and other intellectual property rights recognized
by the laws of any country.

5.2 DEFINITION OF USE OF BACKGROUND TECHNOLOGY.

As used in this Agreement, the term “Background Technology” means all Inventions
developed by Freelancer other than in the course of providing services hereunder
and all Inventions acquired or licensed by Freelancer that Freelancer uses in
performing services under this Agreement or incorporates in the Work Product.
Freelancer will disclose in advance in writing to the Upwork Client and in the
Project Terms any Background Technology that Freelancer proposes to incorporate
into Work Product or upon which use or distribution of the Work Product will
depend. The Upwork Client will have the right to reject the use or incorporation
of such Background Technology in the Upwork Client’s sole and absolute
discretion. If Freelancer discloses no Background Technology, Freelancer
warrants that it will not incorporate any Background Technology into Work
Product. Freelancer will separately provide, with each delivery of Work Product
to the Upwork Client, a third-party bill of materials that identifies all
Background Technology and other third-party materials that have been
incorporated into the Work Product and will provide, for each item of Background
Technology identified, (a) the name and any associated version number (b) the
applicable license or licensing terms, (c) whether the item has been modified by
Freelancer, and (d) how the item has been incorporated into, is used by, or is
relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise
agreed in the Project Terms, Freelancer agrees that it will not incorporate into
Work Product or otherwise deliver to the Upwork Client any software code for
which the use or distribution of the code will create (or purport to create)
obligations for the Upwork Client to grant any rights or immunities under the
Upwork Client’s Intellectual Property Rights to a third party, including,
without limitation, any obligation that the Work Product or the Upwork Client
software combined with, derived from, or distributed with such Work Product (x)
be disclosed or distributed in source code form, (y) be licensed for the purpose
of making derivative works, or (z) be redistributable at no charge.

5.3 OWNERSHIP AND ASSIGNMENT OF WORK PRODUCT.

Upon receipt of payment of undisputed amounts from UTG, Freelancer hereby
unconditionally and irrevocably assigns to the Upwork Client, without further
consideration, all right, title and interest worldwide in and to all Work
Product, including without limitation all Intellectual Property Rights in and to
the Work Product. Except as set forth below, Freelancer retains no rights to use
the Work Product and agrees not to challenge the validity of the Upwork Client’s
exclusive rights in and ownership of the Work Product, including without
limitation all Intellectual Property Rights therein. Freelancer hereby waives
unconditionally and irrevocably for the benefit of the Upwork Client and its
successors and assigns, without further consideration, any and all moral or
similar rights in or to any Work Product (including without limitation, any
rights of identification of authorship; any rights of approval; or restrictions
or limitations on use, subsequent modification or development of derivative
works) in which copyright may subsist in each jurisdiction throughout the world,
to the extent that such rights may be waived in each respective jurisdiction.
Freelancer agrees to, at the request of the Upwork Client and without any right
to further consideration, sign all lawful papers, make all rightful oaths and
execute all divisional, continuing, continuation-in-part or reissue
applications, all assignments, all registration applications and all other
instruments or papers, to carry into full force and effect, the assignment
hereby made or intended to be made and generally do everything necessary or
helpful for title to the Work Product, and all Intellectual Property Rights
therein, to be clearly and exclusively owned and held by the Upwork Client.
Freelancer hereby grants to the Upwork Client a power of attorney to execute any
of the aforementioned documents on Freelancer’s behalf in order to give effect
to the assignment hereby made.

5.4 LICENSE TO BACKGROUND TECHNOLOGY.

Freelancer hereby automatically upon receipt of payment of undisputed amounts
from UTG, and without further consideration, grants to the Upwork Client a
non-exclusive, perpetual, fully-paid and royalty-free, irrevocable,
non-terminable and world-wide right, with rights to sublicense through multiple
levels or tiers of sublicensees, to reproduce, make derivative works of,
distribute, publicly perform, and publicly display in any form or medium,
whether now known or later developed, make, have made, use, sell, import, offer
for sale, and exercise any and all present or future rights in the Background
Technology incorporated or used in the Work Product.

5.5 LICENSE TO OR WAIVER OF OTHER RIGHTS.

If Freelancer has any right to the Work Product that cannot be assigned by
Freelancer to the Upwork Client, Freelancer hereby automatically upon receipt of
payment of undisputed amounts from UTG unconditionally and irrevocably grants to
the Upwork Client, without further consideration and during the term of such
rights, an exclusive, even as to Freelancer, irrevocable, perpetual,
non-terminable, worldwide, fully paid up and royalty-free license, with rights
to sublicense through multiple levels or tiers of sublicensees, to reproduce,
make derivative works of, distribute, publicly perform and publicly display in
any form or medium, whether now known or later developed, make, have made, use,
sell, import, offer for sale and exercise any and all such rights. If Freelancer
has any rights to the Work Product that cannot be assigned or licensed to the
Upwork Client, Freelancer hereby automatically upon receipt of payment of
undisputed amounts from UTG unconditionally and irrevocably, without further
consideration, waives the enforcement of such rights around the world, and all
claims and causes of action of any kind against the Upwork Client, its
successors and assigns, or related to the Upwork Client’s customers, with
respect to such rights, and agrees, at UTG or the Upwork Client’s request and
expense, to consent to and join in any action to enforce such rights.

5.6 ASSISTANCE.

Freelancer agrees to, at the request of the Upwork Client and without any right
to further consideration, to assist the Upwork Client in every way, during and
after the term of this Agreement, to obtain and enforce United States and
foreign Intellectual Property Rights relating to the Work Product, in all
countries, including to sign all lawful papers, make all rightful oaths and
execute all divisional, continuing, continuation-in-part or reissue
applications, all assignments, all registration applications and all other
instruments or papers, to carry into full force and effect the assignment hereby
made or intended to be made and generally do everything necessary or helpful for
title to the Work Product, and all Intellectual Property Rights therein, to be
clearly and exclusively owned and held by the Upwork Client, including
testifying in a suit or other proceeding regarding such Inventions. Freelancer
hereby grants to the Upwork Client a power of attorney to execute any of the
aforementioned documents on Freelancer’s behalf in order to give effect to the
assignment hereby made. This power of attorney shall be deemed coupled with an
interest, and shall be irrevocable. Freelancer further agrees that Freelancer’s
obligations under this Section 5.6 shall continue after termination of this
Agreement.


6. CONFLICTING PROJECTS.

UTG and the Upwork Client acknowledge that Freelancer may enter into other
contracts and accept work from any other persons or entities during the term of
this Agreement; however, Freelancer agrees not to enter into a contract or
accept an obligation that would conflict with the provisions of this Agreement
or prevent Freelancer from meeting its obligations under this Agreement.
Freelancer represents and warrants that there is no such contract or obligation
in effect as of the Effective Date. Freelancer further agrees not to disclose
to, deliver to, or induce UTG or the Upwork Client to use any confidential
information that belongs to anyone other than UTG, the Upwork Client or
Freelancer.


7. CONFIDENTIAL INFORMATION OF THE UPWORK CLIENT.

Freelancer agrees that during the term of this Agreement and thereafter, except
as expressly authorized in writing by the Upwork Client, Freelancer (a) will not
use or permit the use of Client Confidential Information (defined below) in any
manner or for any purpose not expressly set forth in this Agreement; (b) will
not disclose, lecture upon, publish, or permit others to disclose, lecture upon,
or publish any such Client Confidential Information to any third party without
first obtaining the Upwork Client’s express written consent on a case-by-case
basis; (c) will limit access to Client Confidential Information to Freelancer
Personnel who need to know such information in connection with the Project and
who are likewise bound by non-use and non-disclosure obligations at least as
restrictive as those set forth in this section; and (d) will not remove any
tangible embodiment of any Client Confidential Information from the Upwork
Client’s premises without the Upwork Client’s prior written consent. “Client
Confidential Information” means and includes, but is not limited to, all Work
Product and all non-public information related to the business of the Upwork
Client or any of its parents, subsidiaries, affiliates, or successors and the
actual or anticipated research and development of the Upwork Client or any of
its parents, subsidiaries, affiliates, or successors, including without
limitation (i) trade secrets, inventions, ideas, processes, computer source and
object code, formulae, data, databases, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs, and techniques; (ii)
information regarding products or plans for research and development, marketing
and business plans, budgets, financial statements, contracts, prices, suppliers,
and customers; (iii) information regarding the skills and compensation of the
Upwork Client’s employees, contractors, and any other Freelancers; (iv) the
existence of any business discussions, negotiations, or agreements between the
Upwork Client and any third party; and (v) all such information related to any
third party that is disclosed during the course of the Project. Confidential
Information will not include any such information which Freelancer can establish
(x) was publicly known or made generally available prior to the time of
disclosure to Freelancer; (y) becomes publicly known or made generally available
after disclosure to Freelancer through no wrongful action or inaction of
Freelancer; or (z) is in the rightful possession of Freelancer, without
confidentiality obligations, at the time of disclosure as shown by Freelancer’s
then-contemporaneous written records; provided that any combination of
individual items of information shall not be deemed to be within any of the
foregoing exceptions merely because one or more of the individual items are
within such exception, unless the combination as a whole is within such
exception. To the extent Freelancer (1) collects, stores, transmits, discloses,
processes, and/or otherwise uses information that identifies a particular
individual (“Personal Information”) or (2) accesses Upwork Client’s computer
systems or networks in providing services under this Agreement, Freelancer will
comply with the privacy and security requirements in Exhibit 1, and will ensure
Freelancer Personnel comply with such requirements, for the purpose of
conforming with applicable laws.


8. CONFIDENTIAL INFORMATION OF UTG.

Freelancer agrees that during the term of this Agreement and thereafter, except
as expressly authorized in writing by UTG, it (a) will not use or permit the use
of UTG Confidential Information (defined below) in any manner or for any purpose
not expressly set forth in this Agreement; (b) will not disclose, lecture upon,
publish, or permit others to disclose, lecture upon, or publish any such UTG
Confidential Information to any third party without first obtaining UTG’s
express written consent on a case-by-case basis; (c) will limit access to UTG
Confidential Information to Freelancer Personnel who need to know such
information in connection with their work for UTG and who are likewise bound by
non-use and non-disclosure obligations at least as restrictive as those set
forth in this section; and (d) will not remove any tangible embodiment of any
UTG Confidential Information from UTG’s premises without UTG’s prior written
consent. “UTG Confidential Information” means and includes, but is not limited
to, all non-public information related to UTG’s and/or its affiliates’,
subsidiaries’, or parent company’s business and its/their actual or anticipated
research and development, including without limitation (i) trade secrets,
inventions, ideas, processes, computer source and object code, formulae, data,
databases programs, other works of authorship, know-how, improvements,
discoveries, developments, designs, and techniques; (ii) information regarding
products or plans for research and development, marketing and business plans,
budgets, financial statements, contracts, prices, suppliers, and customers;
(iii) information regarding the skills and compensation of UTG’s, its
affiliates’, subsidiaries’, or parent company’s employees, contractors, and any
other Freelancers; (iv) the existence of any business discussions, negotiations,
or agreements between UTG, its affiliates, subsidiaries, or parent company, and
any third party; and (v) all such information related to any third party that is
disclosed during the course of the Project. Confidential Information will not
include any such information which Freelancer can establish (x) was publicly
known or made generally available prior to the time of disclosure to Freelancer;
(y) becomes publicly known or made generally available after disclosure to
Freelancer through no wrongful action or inaction of Freelancer; or (z) is in
the rightful possession of Freelancer, without confidentiality obligations, at
the time of disclosure as shown by Freelancer’s then-contemporaneous written
records; provided that any combination of individual items of information shall
not be deemed to be within any of the foregoing exceptions merely because one or
more of the individual items are within such exception, unless the combination
as a whole is within such exception.
Immunity for Certain Disclosures. As set forth in the U.S. Defend Trade Secrets
Act, 18 U.S.C. section 1833, please note that a disclosure of trade secrets or
other Confidential Information is immune from prosecution or civil action under
U.S. Federal or State trade secret law if the disclosure (a) is made (i) in
confidence to a Federal, State, or local government official, either directly or
indirectly, or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (b) is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made
under seal.
Provision Applicable to New York City. Nothing in this Agreement, including but
not limited to its provisions relating to confidentiality, prohibits (or should
be construed as prohibiting) any Freelancer residing in, or engaged to provide
services in, New York City under this Agreement from disclosing the terms of
this Agreement to the Director of the Office of Labor Standards.


9. FREELANCER’S AGENTS AND SUBCONTRACTORS.

Freelancer is free to rely on its employees or subcontractors to assist with
performance of services under this Agreement. If at any time Freelancer has any
employee, independent contractor or other person or entity performing work on
Freelancer’s behalf in connection with the Project, however, Freelancer agrees
Freelancer remains responsible for the quality of the Work Product and agrees to
the following representations and obligations:

9.1 PROJECT AND PERFORMANCE OF SERVICES.

a. Work Product Ownership, Confidential Information and Other Contractual
Provisions. Before any employee, independent contractor or other person or
entity employed or engaged by Freelancer (collectively, “Freelancer Personnel”)
performs any services in connection with the Project or has access to any Client
Confidential Information or UTG Confidential Information, Freelancer will enter
into a binding written agreement with such Freelancer Personnel that (i)
contains provisions with the same effect as the Agreement sections titled
“Intellectual Property Rights,” “Confidential Information of Upwork Client” and
“Confidential Information of UTG”; and (ii) specifies that Freelancer Personnel
do not have any employment relationship with Upwork Client or UTG or any of
their parents, subsidiaries, affiliates or successors and are not entitled to or
eligible for any benefits that Upwork Client or UTG or any of their parents,
subsidiaries, affiliates or successors may make available to any of their
respective employees. In addition, Freelancer will limit access to Client
Confidential Information and UTG Confidential Information to Freelancer
Personnel who have a reasonable need to have such access in order to perform
services for the Project.
b. Freelancer Personnel Not Employed by Upwork Client or UTG. Freelancer
acknowledges and agrees that Freelancer Personnel are not engaged by, supervised
by, directed by or assigned work by Upwork Client, UTG, or any of their
respective parents, subsidiaries or affiliates. Freelancer further acknowledges
and agrees that neither Upwork Client nor UTG determine or control, or have the
right to determine or control, any terms and conditions of employment or
engagement of any Freelancer Personnel, including without limitation their
selection, hiring, work assignment, work hours, compensation, work methods,
discipline, working conditions, or termination. For the avoidance of doubt,
Freelancer Personnel are not employees of Upwork Client or UTG or any of their
respective parents, subsidiaries or affiliates. Freelancer will be fully
responsible for the acts, work and safety of Freelancer Personnel at all times.
c. Freelancer Personnel Compensation, Taxes and Benefits. In accordance with all
applicable law, Freelancer will be solely responsible for determining and paying
all compensation of Freelancer Personnel and will be solely responsible for and
pay any taxes, contributions and/or benefits owed to or on behalf of Freelancer
Personnel. Neither Upwork Client nor UTG nor any of their respective parents,
subsidiaries or affiliates will be liable to Freelancer or to Freelancer
Personnel for Freelancer’s failure to perform Freelancer’s compensation, tax or
benefit obligations with respect to Freelancer Personnel. Freelancer will
indemnify, defend and hold Upwork Client and UTG and any of their parents,
subsidiaries, affiliates or successors harmless from and against all such taxes,
contributions and benefits and will comply with all associated governmental
regulations, including the filing of all necessary reports and tax returns.
d. Background Screening of Freelancer Personnel. If requested by UTG or Upwork
Client and permitted by applicable law, Freelancer will conduct reasonable
background screening measures with respect to Freelancer Personnel (the
“Screenings”) and will be responsible for all costs and fees relating to such
Screenings. Freelancer will conduct Screenings in accordance with applicable
laws and will obtain written authorization from Freelancer Personnel to share
the results of such screening with Upwork Client and/or UTG upon request.
e. Work Diary. Freelancer agrees to record and invoice through Work Diary on the
Site all work performed by any Freelancer Personnel for Projects performed on a
time and material or hourly basis under this Agreement. Freelancer acknowledges
that UTG has no obligation to pay Freelancer, and may not approve payment of
Freelancer, for time spent on hourly Projects that is not recorded in the Work
Diary.

9.2 FREELANCER RESPONSIBLE FOR FREELANCER PERSONNEL.

a. Employees. With respect to Freelancer Personnel, Freelancer is solely
responsible for and will comply with all applicable employment laws, including
without limitation laws governing workers’ compensation, unemployment and
disability insurance, health insurance and other employee benefits, wage and
hour, employment discrimination and harassment, leaves of absence, and health
and safety. Freelancer is responsible for providing meal and rest breaks to
employees in accordance with any applicable laws and for complying with all
paycheck requirements. If applicable, Freelancer will also comply with all
licensing and other regulatory steps necessary to employ workers. Freelancer
assumes full responsibility for any claims brought by, on behalf of or in
connection with Freelancer’s employees (or other Freelancer Personnel alleging
they are or should have been classified as employees) and agrees to indemnify,
defend and hold Upwork Client, UTG and any of their parents, subsidiaries,
affiliates and successors harmless from and against any such claims.
b. Independent Contractors. With respect to Freelancer Personnel, Freelancer is
solely responsible for properly classifying and engaging any Freelancer
Personnel as independent contractors or as its employees and will comply with
all applicable laws defining or governing the independent contractor or
employment relationship. Freelancer warrants and represents that any Freelancer
Personnel treated as an independent contractor is properly classified and
assumes full responsibility for any claims brought by, on behalf of or in
connection with Freelancer Personnel working as independent contractors and
agrees to indemnify, defend and hold Upwork Client, UTG and any of their
parents, subsidiaries, affiliates and successors harmless from and against any
such claims.

9.3 INTELLECTUAL PROPERTY RIGHTS.

Freelancer agrees that all copyrightable material, notes, records, drawings,
designs, inventions, improvements, developments, discoveries and trade secrets
conceived, discovered, developed or reduced to practice by Freelancer Personnel,
solely or in collaboration with others, during the term of this Agreement that
relate in any manner to the business of Upwork Client will belong exclusively to
Upwork Client. Freelancer will ensure that Freelancer Personnel execute
appropriate agreements with Freelancer to confirm such ownership, narrowed if
and to the extent required by applicable law to be enforceable in the applicable
jurisdiction, and to confirm that Freelancer Personnel will not challenge the
validity of Upwork Client’s ownership in Work Product, including without
limitation the Intellectual Property Rights in Work Product.

9.4 INDEMNIFICATION.

In addition to the indemnification obligations set forth elsewhere in this
Agreement, Freelancer will defend, indemnify, and hold harmless UTG, Upwork
Client and each of their parents, subsidiaries, affiliates and successors,
individually and collectively, against any damage, cost, loss or expense arising
from any claim, suit, proceeding, investigation, government inquiry or other
action brought against UTG, Upwork Client or any of their parents, subsidiaries,
affiliates or successors (a) alleging that any Freelancer Personnel is an
employee of UTG, Upwork Client or any of their parents, subsidiaries, affiliates
or successors or (b) arising out of the failure (whether negligent, willful,
intentional, or unintended in cases of strict liability) of Freelancer to comply
with this Agreement or any applicable law or regulation.


10. FREELANCER’S COVENANTS, REPRESENTATIONS AND WARRANTIES.

Freelancer hereby covenants, represents and warrants to UTG and to Upwork Client
that (a) Freelancer will perform the services necessary to perform the Project
in a timely and professional manner, consistent with industry standards, and all
in accordance with this Agreement; (b) except any pre-approved Background
Technology used or incorporated as part of the Work Product, the Work Product
will be an original work of Freelancer and any third parties will have executed
assignment of rights prior to being allowed to participate in the development of
the Work Product; (c) the Work Product will fully conform to the requirements
and terms set forth in this Agreement, including any Project Terms; (d) the Work
Product will be free from material errors, faults and defects of any kind; (e)
the Work Product will not contain any virus, Trojan horse, malicious code, trap
door, time bomb, or shutdown mechanism, or any other software code or
functionality that will “lock” or prevent the use of or access to the Work
Product or otherwise cause the Work Product to cease functioning, or which is
otherwise designed to harm any systems, servers, computers or websites of Upwork
Client, UTG or any of their parents, subsidiaries, affiliates or successors; (f)
neither the Work Product nor any element thereof does or will infringe or
misappropriate the Intellectual Property Rights of any third party; (g) neither
the Work Product nor any element thereof will be subject to any restrictions or
to any mortgages, liens, pledges, security interests, or encumbrances; (h)
Freelancer will not grant, directly or indirectly, any rights or interest
whatsoever in the Work Product to third parties other than the Upwork Client;
(i) Freelancer has full right and power to enter into and perform this Agreement
without the consent of any third party; (j) Freelancer has an unqualified right
to grant the license to all Background Technology as set forth in the section
titled “License to Background Technology”; (k) if Freelancer is required to
possess or maintain any license, registration, or other authorization necessary
to provide the Work Product or to provide independent contractor services under
this Agreement, then it possess such a license, registration, or other
authorization and will maintain such license, registration, or other
authorization during the term of this Agreement; (l) Freelancer will not use or
incorporate as part of the Work Product any Open Source Code other than as
expressly authorized in this Agreement; (m) Freelancer will promptly update
changes to Freelancer’s contact information as outlined in the Terms of Service;
and (n) Freelancer will comply with all laws and regulations applicable to
Freelancer’s obligations under this Agreement.


11. UTG DISCLAIMER; LIMITATION OF LIABILITY.

11.1 DISCLAIMER.

UTG MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROJECT, THE
PROJECT TERMS, OR IN CONNECTION WITH UTG’S PERFORMANCE OF ITS OBLIGATIONS AND
RESPONSIBILITIES HEREUNDER, AND FREELANCER ACKNOWLEDGES AND AGREES THAT THE SAME
ARE BEING PROVIDED OR PERFORMED HEREUNDER “AS IS” AND WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND. UTG HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, TITLE, AND/OR VALIDITY. SOME STATES AND JURISDICTIONS
DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS, SO TO THAT EXTENT, IF ANY, SOME
OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.

11.2 LIMITATION OF LIABILITY.

IN NO EVENT WILL UTG, UPWORK CLIENT OR ANY OF THEIR PARENTS, SUBSIDIARIES,
AFFILIATES, OR SUCCESSORS BE LIABLE TO FREELANCER FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOST PROFITS), EXEMPLARY, OR
PUNITIVE DAMAGES, EVEN IF THEY WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH ANY SUCH DAMAGES ARE
SOUGHT. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING
EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT
EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.


12. INDEMNIFICATION.

Freelancer will defend, indemnify, and hold harmless UTG, Upwork Client or any
of their parents, subsidiaries, affiliates, or successors, individually and
collectively, against any and all damage, cost, loss or expense arising from any
claim, suit or proceeding, actual or alleged, brought or asserted against UTG,
Upwork Client and/or any of their parents, subsidiaries, affiliates, or
successors (a) alleging that any Work Product that Freelancer delivers pursuant
to this Agreement or the Project infringes upon any intellectual property
rights; (b) alleging that any Work Product that Freelancer delivers pursuant to
this Agreement or the Project misappropriates any trade secrets of UTG, Upwork
Client and any of their parents and affiliates, or any third party; (c) arising
from or related to Freelancer’s breach of any representation or warranty; (d)
arising from or related to Freelancer’s failure to pay any taxes or fees due as
a result of Freelancer’s work under this Agreement; (e) arising from or related
to Freelancer’s or Freelancer’s personnel’s failure to comply with any
applicable law or regulation; or (f) arising from or related to Freelancer’s
breach of any other terms of this Agreement.


13. INSURANCE.

Freelancer, at its sole cost and expense, will maintain appropriate insurance in
accordance with any applicable laws and regulations and in no event less than
industry standards, including but not limited to unemployment and workers’
compensation insurance. Without limiting the foregoing sentence, Freelancer and
UTG agree that for any Project where the fees are anticipated to be over
$75,000, a minimum of $1,000,000 professional liability insurance is reasonable
and appropriate and Freelancer will maintain such levels of insurance. Upon
request, Freelancer will furnish proof of insurance in a form acceptable to UTG
and the Upwork Client. Freelancer agrees that Freelancer will promptly inform
UTG of any cancellation or lapse in coverage required to be maintained by this
Agreement.


14.TERM AND TERMINATION.

14.1 TERM.

The term of this Agreement (the “Term”) will begin on the Effective Date and
will terminate on the first to occur of: (a) the end date in the Project Terms;
or (b) the date that the Project is fully completed and thus closed on the Site.

14.2 TERMINATION WITH CAUSE.

Either Party has the right to terminate this Agreement immediately in the event
that the other Party has materially breached the Agreement and fails to cure
such breach within 15 calendar days of receipt of notice by the non-breaching
Party, setting forth in reasonable detail the nature of the breach. UTG may also
terminate this Agreement immediately, in writing, in its sole discretion in the
event of Freelancer’s material breach of section 5, 6, 7, 8 or 9 (including
subsections), or if Freelancer engages in unlawful activities while rendering
the services specified in the Project.

14.3 RETURN OF PROPERTY.

Upon termination of the Agreement or upon UTG’s or Upwork Client’s request at
any other time, Freelancer will deliver to UTG or Upwork Client, as applicable,
all of UTG’s or the Upwork Client’s property together with all copies thereof
and any other documents or materials that contain any Work Product, Client
Confidential Information or UTG Confidential Information.

14.4 SURVIVAL.

The following provisions will survive the expiration or termination of this
Agreement for any reason: sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14.3, 14.4,
15, and 16, each including subsections. For the avoidance of doubt, Freelancer
acknowledges and agrees that the license rights and other rights granted by
Freelancer in section 5 above are perpetual in nature and will continue in
perpetuity notwithstanding the expiration or termination of this Agreement,
regardless of the cause, and the expiration or termination of this Agreement
will not affect, limit, or otherwise impair such rights.


15. DISPUTES; ARBITRATION PROVISION.

15.1 DISPUTE PROCESS.

The Parties agree to resolve any claim, dispute, or controversy that arises out
of or relates to (a) this Agreement, (b) Freelancer’s relationship with or work
for UTG, the Upwork Client or any of their parents, subsidiaries, affiliates, or
successors (each of which are express third-party beneficiaries of this
Arbitration Provision), including without limitation any claimed employment, or
the termination of any relationship referred to in this Agreement, and/or (c)
the Site or the Site Services (each, a “Claim”) in accordance with this section
15 (sometimes referred to as “Arbitration Provision”). Without limiting the
rights of Upwork and UTG in any way, Freelancer acknowledges and agrees that
Upwork Client may assign its Claim to Upwork or UTG and, if Upwork Client does
so, Upwork or UTG may pursue recovery of damages, fees, costs and any other
remedies permitted by law arising out of the Claim directly from Freelancer.

15.2 INFORMAL DISPUTE RESOLUTION.

Before serving a demand for arbitration of a Claim, or otherwise seeking relief
for any Claim, Freelancer and UTG agree to first notify the other Party or
Parties (the “Notice”). The Parties will then seek informal resolution of the
Claim. The Notice must be in writing and include Freelancer’s name, pertinent
account information, a brief description of the Claim, and the drafting Party’s
contact information, so that the receiving Party may evaluate and attempt to
informally resolve the Claim. The receiving Party will have 60 calendar days
from the date of its receipt of the Notice to informally resolve the Claim,
which, if successful, will avoid the need for further action. Notice to UTG of
the Claim will be sent to Upwork Global Inc. Headquarters as listed on its Site
(https://www.upwork.com/about/contact/), Attn: Legal or legalnotices@upwork.com.
Notice to the Upwork Client will be made through any means by which Freelancer
communicates with the Upwork Client about the Work Product. Notice to Freelancer
will be provided to the most current physical or email address on the Site.

15.3 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO
FREELANCERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES).

This Arbitration Provision applies to all Freelancers except Freelancers located
outside of the United States and its territories. In the unlikely event the
Parties are unable to resolve a Claim within 60 calendar days of the receipt of
the applicable Notice, Freelancer, UTG and any of their parents, subsidiaries,
affiliates, or successors, and Upwork Client and any of its parents,
subsidiaries, affiliates, or successors agree to resolve the Claim by final and
binding arbitration before an arbitrator from JAMS. JAMS may be contacted at
www.jamsadr.com. If for any reason JAMS will not administer the arbitration,
either Party may apply to a court of competent jurisdiction with authority over
the location where the arbitration will be conducted for appointment of a
neutral arbitrator.
a. Scope of Arbitration Agreement and Conduct of Arbitration
Arbitration as provided in this Arbitration Provision is governed by the United
States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration
Provision applies to any and all Claims (as defined in section 15.1). For the
avoidance of doubt, Claims include, but are not limited to, all claims,
disputes, or controversies arising out of or relating to this Agreement, the
Project, the Terms of Service, escrow payments or agreements, any payments or
monies Freelancer claims are due, trade secrets, unfair competition, false
advertising, consumer protection, privacy, compensation, worker classification,
minimum wage, seating, expense reimbursement, overtime, breaks and rest periods,
termination, retaliation, discrimination or harassment and all claims arising
under the Defend Trade Secrets Act, the Civil Rights Act of 1964, 42 U.S.C.
§1981, the Rehabilitation Act, the Civil Rights Acts of 1866 and 1871, the Civil
Rights Act of 1991, the Pregnancy Discrimination Act, the Equal Pay Act, the
Americans With Disabilities Act, the Age Discrimination in Employment Act, the
Family Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement
Income Security Act, the Affordable Care Act, the Genetic Information
Non-Discrimination Act, the Uniformed Services Employment and Reemployment
Rights Act, the Worker Adjustment and Retraining Notification Act, all state
statutes or regulations addressing the same or similar subject matters, and all
other federal, state or local legal claims arising out of or relating to
Freelancer’s relationship with or work for UTG or the Upwork Client or any of
their parents, subsidiaries, affiliates, or successors and/or the termination of
that relationship. The Upwork Client is an express third party beneficiary and
may enforce the agreement to the full extent as though it were a signatory.
Disputes between the parties that may not be subject to a pre-dispute
arbitration agreement as provided by the Dodd-Frank Wall Street Reform and
Consumer Protection Act (Public Law 111-203) or as provided by an Act of
Congress or lawful, enforceable Executive Order, are excluded from the coverage
of this Agreement.
Except as otherwise provided herein, arbitration will be conducted in Santa
Clara County, California in accordance with the JAMS Comprehensive Arbitration
Rules and Procedures under the Optional Expedited Arbitration Procedures then in
effect for JAMS. Notwithstanding the foregoing, any Claims by Freelancers that
allege employment or worker classification disputes will be conducted within 25
miles of where Freelancer is located in accordance with the JAMS Employment
Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may
be found at www.jamsadr.com or by searching online for “JAMS Comprehensive
Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The
Parties agree that any Party will have the right to appear at the arbitration by
telephone and/or video rather than in person.
The Parties will follow the applicable JAMS rules with respect to arbitration
fees. In any arbitration under the JAMS Employment Arbitration Rules and
Procedures, Freelancer will pay JAMS arbitration fees only to the extent those
fees are no greater than the filing or initial appearance fees applicable to
court actions in the jurisdiction where the arbitration will be conducted, with
UTG to make up the difference, if any. The arbitrator must follow applicable law
and may award only those remedies that would have applied had the matter been
heard in court. Judgment may be entered on the arbitrator’s decision in any
court having jurisdiction.
This Arbitration Provision does not apply to litigation to which Freelancer is a
party that is or was already pending in a state or federal court or arbitration
before the Effective Date. This Arbitration Provision also does not apply to
claims for workers compensation, state disability insurance or unemployment
insurance benefits. Either Freelancer or UTG may apply to a court of competent
jurisdiction for provisional injunctive relief in connection with an arbitrable
controversy, but only upon the ground that the award to which that party may be
entitled may be rendered ineffectual without such relief; the arbitrator will
render the final judgment in the matter.
Nothing in this Arbitration Provision prevents Freelancer from making a report
to or filing a claim or charge with a government agency, including without
limitation the U.S. Equal Employment Opportunity Commission, U.S. Department of
Labor, U.S. Securities and Exchange Commission, National Labor Relations Board,
or Office of Federal Contract Compliance Programs. Nothing in this Arbitration
Provision prevents the investigation by a government agency of any report, claim
or charge otherwise covered by this Arbitration Provision. This Arbitration
Provision also does not prevent federal administrative agencies from
adjudicating claims and awarding remedies based on those claims, even if the
claims would otherwise be covered by this Arbitration Provision. Nothing in this
Arbitration Provision prevents or excuses a party from satisfying any conditions
precedent and/or exhausting administrative remedies under applicable law before
bringing a claim in arbitration. UTG will not retaliate against Freelancer for
filing a claim with an administrative agency or for exercising rights
(individually or in concert with others) under Section 7 of the National Labor
Relations Act.
b. Interpretation and Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the
formal resolution of Claims and replaces all prior agreements between Freelancer
and UTG regarding the arbitration of disputes covered by this Arbitration
Provision. Except as otherwise provided in this Arbitration Provision, this
Arbitration Provision covers, and the arbitrator will have exclusive
jurisdiction to decide, all disputes arising out of or relating to the
interpretation, enforcement, or application of this Arbitration Provision,
including, except as otherwise provided in this Arbitration Provision, the
enforceability, revocability, scope, or validity of the Arbitration Provision or
whether any portion of the Arbitration Provision is void or voidable. All such
matters will be decided by an arbitrator and not by a court.
In the event any portion of this Arbitration Provision is deemed unenforceable,
the remainder of this Arbitration Provision will be enforceable. If any portion
of the Class Action Waiver in subsection c, below, of this Arbitration Provision
is deemed to be unenforceable, the Parties agree that this Arbitration Provision
will be enforced to the fullest extent permitted by law.
c. Class and Collective Action Waiver
Private attorney general representative actions under the California Labor Code
are not arbitrable, not within the scope of this Arbitration Provision and may
be maintained in a court of law. However, this Arbitration Provision affects the
Parties’ ability to participate in class or collective actions. The Parties
agree to bring any dispute in arbitration on an individual basis only, and not
on a class or collective basis on behalf of others. There will be no right or
authority for any dispute to be brought, heard or arbitrated as a class or
collective action, or as a member in any such class or collective proceeding
(“Class Action Waiver”). Notwithstanding any other provision of this Agreement
or the JAMS Rules, disputes regarding the enforceability, revocability, scope,
or validity or breach of the Class Action Waiver may be resolved only by a civil
court of competent jurisdiction and not by an arbitrator. In any case in which
(1) the dispute is filed as a class or collective action and (2) there is a
final judicial determination that all or part of the Class Action Waiver is
unenforceable, the class or collective action to that extent must be litigated
in a civil court of competent jurisdiction, but the portion of the Class Action
Waiver that is enforceable shall be enforced in arbitration. Freelancer will not
be retaliated against, disciplined or threatened with discipline as a result of
exercising any rights under Section 7 of the National Labor Relations Act, if
applicable, by filing or participating in a class or collective action in any
forum. However, any Party may lawfully seek enforcement of this Arbitration
Provision and the Class Action Waiver under the Federal Arbitration Act and seek
dismissal of such class or collective actions or claims.
d. Right to Opt Out of the Arbitration Provision.
Freelancer may opt out of the Arbitration Provision by notifying UTG in writing
within 30 calendar days of the Effective Date. To opt out, Freelancer must send
a written notification to UTG to Upwork Global Inc. headquarters as listed on
its Site (https://www.upwork.com/about/contact/), Attn: Legal or
legalnotices@upwork.com that includes (a) Freelancer’s account username, (b)
Freelancer’s name, (c) Freelancer’s address, (d) Freelancer’s telephone number,
(e) Freelancer’s email address, and (f) a statement that Freelancer wishes to
opt out of the Arbitration Provision. Freelancer understands that Freelancer has
the right to consult with counsel of Freelancer’s choice concerning this
Agreement and the Arbitration Provision.


16. GENERAL PROVISIONS

16.1 CHOICE OF LAW.

Except as otherwise specifically provided herein, this Agreement and any Claims
will be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of law provisions and excluding the
United Nations Convention on Contracts for the International Sale of Goods
(CISG); provided, however, that any Claims by any Freelancer located within the
United States will be governed by the law of the state in which such Freelancer
resided at the time the Project was performed.

16.2 SEVERABILITY.

If any provision of this Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of this Agreement will be unimpaired and the
invalid or unenforceable provision will be deemed modified so that it is valid
and enforceable to the maximum extent permitted by law. Section 15.3(c) governs
severability of the Class Action Waiver.

16.3 NO ASSIGNMENT.

This Agreement, and the Parties’ respective rights and obligations herein, may
not be assigned or otherwise transferred by either Party without the other’s
prior written consent, and any attempted assignment or transfer in violation of
the foregoing will be null and void; provided, however, UTG may assign this
Agreement, its rights and its obligations to an affiliate or to any successor to
its business or assets to which this Agreement relates, whether by merger, sale
of assets, sale of stock, reorganization or otherwise. The terms of this
Agreement will be binding upon assignees.

16.4 INJUNCTIVE RELIEF.

Freelancer acknowledges that, because its services are personal and unique and
because Freelancer will have access to Confidential Information of UTG and
Upwork Client, any breach of this Agreement by Freelancer would cause
irreparable injury to UTG or Upwork Client for which monetary damages would not
be an adequate remedy and, therefore, will entitle UTG or Upwork Client to
injunctive relief (including specific performance). The rights and remedies
provided to each Party in this Agreement are cumulative and in addition to any
other rights and remedies available to such Party at law or in equity not
otherwise waived by this Agreement.

16.5 WAIVER.

Any waiver or failure to enforce any provision of this Agreement on one occasion
will not be deemed a waiver of any other provision or of such provision on any
other occasion.

16.6 EXPORT.

Freelancer agrees not to export, directly or indirectly, any U.S. technical data
acquired from UTG, Upwork or Upwork Client, or any products utilizing such data,
to countries outside the United States, because such export could be in
violation of the United States export laws or regulations.

16.7 ENTIRE AGREEMENT.

This Agreement is the final, complete and exclusive agreement of the Parties
with respect to the subject matters hereof and supersedes and merges all prior
discussions between the Parties with respect to such subject matters. No
modification of or amendment to this Agreement, or any waiver of any rights
under this Agreement, will be effective unless in writing and signed by
Freelancer and UTG.

16.8 ELECTRONIC ACCEPTANCE.

The Parties expressly agree that this Agreement may be electronically signed and
accepted, and that the Site’s record of Freelancer’s acceptance will be treated,
for purposes of validity, enforceability and admissibility, the same as written
signatures.
THE PARTIES AGREE THAT BY ACCEPTING THIS AGREEMENT VIA THE SITE, FREELANCER HAS
BOUND ITSELF TO THIS AGREEMENT AND CREATED AN AGREEMENT THAT IS ENFORCEABLE
AGAINST ALL PARTIES.
FREELANCER ACKNOWLEDGES AND AGREES THAT FREELANCER HAS BEEN GIVEN THE
OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT
BEFORE ACCEPTING IT, AND THAT FREELANCER VOLUNTARILY AGREES TO BE BOUND BY THIS
AGREEMENT WITH FULL KNOWLEDGE AND UNDERSTANDING OF ITS TERMS.








EXHIBIT A
PRIVACY AND INFORMATION SECURITY EXHIBIT





To the extent Freelancer (1) collects, stores, transmits, discloses, processes,
and/or otherwise uses information that identifies a particular individual
(“Personal Information”) or (2) accesses Upwork Client’s computer systems or
networks in providing services under this Agreement, Freelancer will comply with
the privacy and security requirements in this Exhibit for the purpose of
conforming with applicable laws regarding protection of Personal Information.
Freelancer is expected to be familiar with such laws and take whatever
additional security measures may be warranted by the particular circumstances.

Privacy Requirements

1. Personal Information: Freelancer will collect, store, transmit, disclose,
process, destroy, or otherwise process Personal Information only (a) for
purposes of providing the Services and as otherwise instructed by Upwork Client,
(b) in accordance with this Exhibit 1, and (c) in compliance with applicable
law. In the event of any conflict between applicable law and this Exhibit 1,
Freelancer will comply with applicable law. Personal Information includes any
information related to an identified or identifiable natural person where such
information is protected under applicable data protection law.


2. Notification Of Security Incident: Freelancer will notify Upwork Client of
any actual or suspected security incident involving Personal Information as soon
as possible after becoming aware of the incident, but never later than 24 hours
after learning of the incident. Freelancer will cooperate with Upwork Client on
any investigation of the security incident. A “security incident” is a breach of
security leading to the accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, Personal Information transmitted,
stored or otherwise processed.


3. Security Standards: Freelancer will utilize reasonable and physical,
technical and administrative safeguards to protect Personal Information and
comply at all times with applicable laws concerning the protection and securing
of Personal Information. For as long as Freelancer has access to Personal
Information or to Upwork Client’s systems/networks, Freelancer will update
security practices and controls at Freelancer’s own cost.

4. Malware Protection: Freelancer will use up-to-date, commercially reasonable
virus protection software (i.e. anti-virus) for the duration of the Engagement.
5. Device and Software Management: Before the start of the Engagement and at all
times while Freelancer accesses any Personal Information or Upwork Client’s
systems/networks, Freelancer will:
 1. Use up-to-date software and firmware that includes any current patches and
    updates and that is configured to automatically update/patch;
 2. Use a firewall to protect Freelancer’s own information systems;
 3. Use strong, unique passwords of at least 8 characters (with a mix of
    letters, numbers, and special characters where possible) for access to
    devices and applications;
 4. Use password-activated screensavers to lock hardware or devices after a
    period of inactivity;
 5. Configure devices and applications to require new passwords at least every
    90 days;
 6. Ensure that multiple failed login attempts (no more than 10) to devices and
    applications result in lockout (check security settings on applications);
    and
 7. Disable Bluetooth on devices (except when use is necessary).
    

6. Secure Practices:

 1. Freelancer will only connect to trusted, private wireless networks that use
    complex passwords not known or easily accessible to the public (e.g., not
    Starbucks).
 2. Freelancer will not share hardware or devices with other people (roommates,
    spouses, children, etc.) while performing the Engagement until all Personal
    Information is removed/destroyed from the hardware or device. Hardware and
    devices shall be housed in secure places when not in use.
 3. Freelancer will not download and install unsolicited software. Software
    downloaded to hardware or devices that connect to Upwork Client’s
    systems/network could be used to distribute malware.
 4. Freelancer will not share passwords used to access Personal Information with
    anyone or post passwords near hardware or devices.

7. Disposal: When no longer needed for the Engagement, and always upon
completion of the Engagement or at Upwork Client’s request, Freelancer will
return all Personal Information received, compiled or created in the course of
the Engagement. Further, Freelancer will securely delete any and all copies of
such Personal Information (including backups) in Freelancer’s possession (e.g.,
hard copies shredded, desktop/email trashcan emptied, etc.). Personal
Information in electronic form will be deleted with a “wiping” program that
overwrites data on the hardware; paper documents containing Personal Information
will be shredded. Deleting files using standard keyboard commands is not
sufficient because data may remain on the computer’s hard drive. Wiping programs
are available at most office supply stores. Freelancer understands that a
failure to delete Personal Information in Freelancer’s possession after
completion of the Engagement may constitute theft of Personal Information.
8. Data Protection:
 1. Freelancer will not disclose Personal Information to a subcontractor without
    Upwork Client’s prior, written consent. Freelancer will not disclose
    Personal Information to any other third party without Upwork Client’s prior,
    written consent except as required by law. Freelancer will not ever sell
    Personal Information. Freelancer will promptly notify Upwork Client of any
    legally binding request for the production or disclosure of Personal
    Information (unless prohibited by law from doing so) to allow Upwork Client
    sufficient time to object to the request.
 2. Freelancer will not attempt to link, identify, or otherwise create a
    relationship between Personal Information made available to Freelancer by
    Upwork Client with any other data without the express authorization of
    Upwork Client.
 3. In the event Freelancer access to, or storage of, Personal Information
    results in the transfer of Personal Information to a country outside the
    country where the Personal Information originated, Freelancer will, at
    Upwork Client’s request and to the extent required by applicable law, take
    such reasonable steps as Upwork Client deems necessary (e.g., execute a data
    transfer agreement) to comply with any law in the country of origin that
    restricts the international transfer of Personal Information.
 4. Freelancer will cooperate with Upwork Client’s reasonable request for
    assistance in responding to a request to Upwork Client by an individual to
    exercise his or her rights under applicable data protection law, including
    but not limited to requests to delete Personal Information, and requests to
    access Personal Information. In the event Freelancer receives such a request
    directly from an individual concerning Personal Information in Freelancer’s
    possession, Freelancer will promptly forward the request to Upwork Client so
    that Upwork Client can respond to the individual.
 5. Freelancer will make available, upon Upwork Client’s reasonable request,
    information necessary to demonstrate compliance with this Exhibit 1 and will
    allow for audits or inspection by Upwork Client or its designee concerning
    Freelancer’s handling of Personal Information in accordance with this
    Exhibit 1.
 6. In the event the Personal Information relates to an individual located in
    the European Economic Area, Attachment A to this Exhibit 1 describes the
    nature and purpose of the processing of Personal Information, the type of
    Personal Information processed, and the categories of data subjects.

Additional information on best practices for protecting Personal Information may
be found at
https://www.bulkorder.ftc.gov/publications/protecting-personal-information-guide-business.
Freelancer is encouraged to obtain and read a copy of this free publication.




Attachment A




Description Of The Processing




Nature Of Processing By Freelancer:






Purposes Of Processing By Freelancer:






Categories Of Data Subjects Whose Personal Information Is Processed By
Freelancer:






Categories Of Personal Information Processed By Freelancer:





UPWORK TALENT SCOUT USER AGREEMENT


VERSION 1.0

EFFECTIVE OCTOBER 6, 2020

Download

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TABLE OF CONTENTS

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CONFIDENTIAL
This Upwork Talent Scout Agreement (“Talent Scout Agreement”) defines the
agreement between you (the “Client”) and Upwork Global Inc. (“Upwork”) regarding
Talent Scout services, as described in this Talent Scout Agreement (“Talent
Scout Services”), and are part of and incorporate by reference the Upwork User
Agreement and other Terms of Service (collectively, the “Agreement”). The Talent
Scout Agreement is in addition to and, except where explicitly stated, does not
supersede, replace, or limit other similar terms in the Terms of Service.
Capitalized terms not defined herein are defined in the User Agreement or
elsewhere in the Terms of Service.
IN ORDER TO USE TALENT SCOUT SERVICES, YOU AGREE TO BE BOUND BY THE TALENT SCOUT
CONTRACT TERMS AND THE DISPUTE PROCESS AND ARBITRATION AND CLASS ACTION WAIVER
IN THE USER AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE
ARBITRATION AND CLASS ACTION WAIVER, YOU MAY NOT ACCESS OR USE ANY TALENT SCOUT
SERVICES.
1. TALENT SCOUT SERVICES
Upwork agrees to provide assistance to Client engaging Talent Scout Services to
use the Site to source Freelancers and enter into contractual relationships
between Client and Freelancers to receive services. Acting at the request and as
agent of Client (“Agent of Record”), Upwork will enter into a contractual
relationship with Freelancer on Client’s behalf (once accepted, the “Talent
Scout Contract”). For the avoidance of doubt, the Talent Scout Services include
acting as Agent of Record on behalf of each Client and Freelancer for purposes
of each Talent Scout Contract; Upwork is entering into contractual relationships
on behalf of Client and Freelancer in each case at the direction of and with the
authority of Client and Freelancer, as applicable. Once the Service Contract has
been accepted by the Freelancer, Upwork will, acting as Agent of Record for the
Freelancer, request the Client to place the Talent Scout Contract project funds,
inclusive of Upwork Talent Scout Fees (defined below) (collectively, “Talent
Scout Contract Funds”), in escrow via Upwork’s escrow services. As provided in
the applicable escrow instructions (see below), when the work is completed, the
Freelancer will request, via Upwork’s Freelancer Agent of Record services, that
the Client release the Talent Scout Contract Funds from escrow, which, upon
receiving instruction from Client, Upwork will do on Client’s behalf.
2. ELIGIBILITY
Client agrees that it meets the eligibility requirements in the User Agreement
related to use of Upwork Talent Scout. Upwork Talent Scout is available to any
Freelancer who enters into a Talent Scout Contract with Client.
3. ESCROW SERVICES
Client acknowledges and agrees that the Direct Contract Escrow Instructions
apply to Client’s Talent Scout Contracts. For purposes of Talent Scout
Contracts, Client understands and agrees that Upwork will act as Agent of Record
for Freelancer for purposes of the Direct Contract Escrow Instructions, and for
the purposes of such instructions “Freelancer” as used in the instructions shall
mean either “Freelancer” or “Upwork acting as Agent of Record for Freelancer”,
as applicable.
4. ROLE OF UPWORK
A. AGENT OF RECORD SERVICES
Client agrees that, in regards to Client activity in connection with Upwork
Talent Scout, Upwork acts only at the direction of and with the authority of
Client. Client further understands and agrees that, through its additional
agreement with Freelancer, Upwork will act as Agent of Record of Freelancer.
Client agrees that Upwork is not taking on any additional responsibilities or
liabilities by acting as Agent of Record except as expressly provided in this
Talent Scout Agreement.
B. UPWORK LIMITATIONS
Client understands and agrees that Upwork is not involved in or responsible for
any work performed by Freelancer(s), is not involved in or responsible for any
payment made under a Talent Scout Contract except as provided in Section 4(c)
(Payment Services), and has no control over any Freelancer or Client. Upwork
does not guarantee that Client or Freelancer will perform on the Talent Scout
Contract. Upwork does not have any power or authority to, and does not,
determine any eligibility standards for any Talent Scout Contract, select or
contract any Freelancer to provide services to Client, determine or control any
term or condition of the Talent Scout Contract or Project, or cause any
Freelancer to accept any Talent Scout Contract or perform any Freelancer
Services. The Parties agree that Client will select the freelancer, that the
scope of work will be set exclusively by agreement between Client and
Freelancer, and that Client and Freelancer will take up any issues with the work
and/or its scope between each other.
C. PAYMENT SERVICES
Upwork Escrow provides escrow services, but does not guarantee that Freelancer
will be paid except and only to the extent that all of the following are true:
(a) Upwork holds funds on behalf of Client, (b) Client has directed such funds
to be released to Freelancer, and (c) any hold or security period has passed.
Upwork otherwise does not guarantee that Client is able to or will pay
Freelancer.D. SERVICE FEES; UPWORK FEES
Client understands that Upwork, acting as Agent of Record for Freelancer and on
instruction from Freelancer, will collect from Client the fees that Freelancer
will receive as agreed in the Talent Scout Contract and the fees that Upwork
receives for the services provided under this Talent Scout Agreement. Client
agrees that Upwork will remit to Freelancer only that portion of the fees agreed
to with Freelancer and Upwork will retain the fees for Upwork’s services.
D. NO OTHER FREELANCER SERVICE FEES
The Service Fees typically charged to Freelancers described in the Fee and ACH
Authorization Agreement or the Upwork Direct Service Contract Terms do not apply
to payments on Talent Scout Contract engagements. The Fee and ACH Authorization
Agreement otherwise remains in full force and effect, including, without
limitation, on any Service Contract if a Freelancer or Client, who uses Talent
Scout Contracts, has a Service Contract (as defined in the User Agreement).
5. FREELANCER ENGAGEMENT
A. ENGAGEMENT
Acting as an Agent of Record, Upwork will engage the Freelancer (the
“Engagement”) as an independent contractor or hire the Freelancer as an employee
by a third-party employer of record provider (“Employment Provider”) through
Upwork Payroll Services. Upwork will engage the worker consistent with
applicable law. Upwork may delegate the Engagement of Freelancer(s) (and other
obligations regarding Freelancer(s) under this Talent Scout Agreement) to one or
more third parties. Upwork and Employment Provider as applicable, reserve the
right not to engage or hire a Freelancer in their sole discretion. If Upwork or
Employment Provider decline to engage a Freelancer, Upwork will assist Client in
sourcing a satisfactory replacement. Upwork will cause each Freelancer
classified and engaged as an independent contractor to execute an independent
contractor agreement. Upwork (through Employment Provider) will cause each
Freelancer classified and hired as an employee to execute an agreement
containing confidentiality and intellectual property assignment provisions
consistent with this Talent Scout Agreement.
B. LEGAL COMPLIANCE
Upwork, Employment Provider, or any third party acting to engage a Freelancer,
as applicable, will comply with applicable laws and regulations governing the
Engagement and payment of Freelancers; except that Upwork or Employment Provider
shall not be liable for any non-compliance of or caused by Client.
C. OWNERSHIP OF FREELANCER WORK PRODUCT
Ownership of all Freelancer Work Product will be governed by the Independent
Contractor Agreement or employee agreement with the Freelancer, as applicable,
both of which will contain a provision that requires a Freelancer to assign all
ownership rights in Freelancer Work Product to Client. Upwork will not own any
Freelancer Work Product. In the event that ownership rights in Freelancer Work
Product arising from a Talent Scout Contract accrue to the benefit of Upwork,
Upwork hereby assigns such rights to Client.
6. CLIENT RESPONSIBILITIES
A. TALENT SCOUT CONTRACTS
Client will inform Upwork 72 hours in advance, if possible, or as soon as
possible thereafter, of the termination of any Talent Scout Contract. Client
further agrees to immediately inform Upwork of any complaint or request made by
Freelancer concerning any employment-related matter, such as a request for a
leave of absence or disability accommodation or a complaint about harassment or
discrimination..
B. NONDISCRIMINATION; COMPLIANCE WITH LAWS
Client agrees to comply with, and to require any person who may interact with
Freelancer on behalf of Client to comply with, Upwork’s Nondiscrimination
Statement, and with all applicable laws in connection with the engagement of
Freelancers, including without limitation, as applicable, worker safety laws,
nondiscrimination laws, accommodation and leave laws, and privacy laws.
C. NON-CIRCUMVENTION
Client agrees and understands that the non-circumvention provisions of the User
Agreement, together with the remainder of the User Agreement, apply to this
Talent Scout Agreement. For purposes of the non-circumvention provision, you
agree that the “Hourly Rate” shall be the highest hourly rate you have paid on
any Talent Scout Contract with the applicable Freelancer.
D. CLIENT ACKNOWLEDGEMENTS
Other than as stated in this Talent Scout Agreement, Client expressly
acknowledges, agrees, and understands that: (i) except for the Agent of Record
services, Upwork is not a party to the dealings between Client and Freelancer,
including the substantive terms of posts, the selection of a Freelancer, the
decision to contract with a Freelancer, and the performance or receipt of
Freelancer Services or provisioning of Freelancer Work Product; (ii) Upwork does
not, in any way, supervise, direct, or control the Freelancer or Freelancer
Services; (iii) Upwork makes no representations as to the quality, security, or
legality of any Freelancer Services or Freelancer Work Product, and Upwork
disclaims any and all liability relating thereto; (iv) Upwork does not set
Freelancer’s work hours, work schedules, or location of work; (vi) Upwork will
not provide Freelancer with training or any equipment, tools, labor, or
materials needed to complete their work; (vii) Upwork does not provide the
premises at which the Freelancer will perform the work; (viii) if there is a
dispute between Client and Freelancer, that dispute is solely between Client and
the Freelancer and Upwork will not be responsible or liable with respect to such
dispute except for the dispute assistance described in the Direct Contract
Escrow Instructions; (ix) neither Upwork nor its Affiliates is an employer of or
joint employer or integrated or single enterprise with any independent
contractor Freelancer or Client; and (x) unless otherwise agreed as part of the
relevant Talent Scout Contract, independent contractor Freelancer(s) may hire
employees or engage contractors or subcontractors (at his or her sole expense)
to assist with providing the Freelancer Services. Upwork makes no
representations about and does not guarantee the truth or accuracy of
Freelancer’s listings on the Site; the ability of Freelancers to deliver the
Freelancer Services; or that Client or Freelancer can or will actually complete
a transaction.
7. CLIENT AUTHORIZATION
Client represents and warrants that it has the authority to agree to this Talent
Scout Agreement on behalf of him- or herself and the business entity he or she
represents. Client authorizes, and represents that he or she has the authority
to authorize, Upwork personnel to assist Client by taking actions on the Site
and communicating with Freelancers on behalf of Client as directed by Client,
including without limitation, posting projects, creating Content, preparing and
offering contracts to Freelancers, releasing payments, and closing such
contracts upon completion of the work. All actions performed by Upwork personnel
on the Site at Client’s direction, express or implied, will be considered to be
actions by and at the direction of Client.
8. INDEMNIFICATION
A. INTERACTION WITH USER AGREEMENT
This Talent Scout Agreement shall control any express conflicts between the User
Agreement and this Talent Scout Agreement concerning indemnification obligations
and limitation of liability of Upwork or Client with respect to Talent Scout
Services only.
B. INDEMNIFICATION BY UPWORK
Upwork will indemnify, defend, and hold harmless Client and its directors,
officers, agents and employees from and against any and all losses, damages,
liabilities, judgments, or settlements awarded for Claims to the extent caused
by: (i) Upwork’s misclassification of a Freelancer under the Fair Labor
Standards Act, the Internal Revenue Code, state wage and hour law or any other
law; (ii) the failure of Upwork or Employment Provider to make, when due, a
payment to a Freelancer related to this Talent Scout Agreement; (iii) Employment
Provider’s failure to comply with applicable wage and hour laws or regulations;
or (iv) Employment Provider’s violation of any law or regulation related to
workplace safety or conduct, including laws related to illegal discrimination or
harassment.
C. INDEMNIFICATION BY CLIENT
Client will indemnify, defend and hold harmless Upwork and its Affiliates and
their directors, officers, agents and employees from and against any and all
Claims, and/or any and all losses, costs, damages, liabilities, judgments, or
settlements awarded for such Claims to the extent arising out of, resulting from
or in connection with Client’s or any director, officer, agent, employee of
Client, or any other person with apparent or actual authority to act on behalf
of Client: (i) violation of any law or regulation, including laws related to
illegal discrimination or harassment; (ii) misuse or unauthorized use of the
Site; (iii) content posted by or on behalf of Client or at Client’s direction;
(iv) failure to comply with applicable wage and hour laws or regulations or any
such failure by Upwork or the Employment Provider based on inaccurate or
incomplete information provided by Client or which Client failed to update or
was caused by Client; (v) direction, participation or involvement with the
Freelancer or Freelancer Services; or (vi) breach of Client’s obligations in
Section 6 (Client Responsibilities).
D. INDEMNIFICATION REQUIREMENTS
The indemnification obligations of each party (the “Indemnifying Party”) are
contingent upon the other party (the “Indemnified Party”) providing the
Indemnifying Party with: (i) prompt written notice of any Claim for which
indemnification may be sought under this Talent Scout Agreement; (ii) control
over the defense and settlement of any such Claim with counsel of the
Indemnifying Party’s choice; and (iii) proper and full information and
assistance, at the Indemnifying Party’s expense and request, to settle or defend
any such Claim. Each Indemnified Party will be entitled to participate in,
through its own counsel at its own cost and expense, but not to determine or
conduct, any defense or settlement of an indemnified Claim.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL,
INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF
THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK
FROM CLIENT UNDER THIS AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT
TO INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY
UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL INFORMATION, IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL FEES
PAID BY CLIENT TO UPWORK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR WHICH LIABILITY IS SOUGHT TO BE IMPOSED. CLIENT
ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON
THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. OTHER TERMS
This Agreement, including this Talent Scout Agreement along with the Upwork User
Agreement and other Terms of Service, represents the entire agreement with
Upwork and supersedes all prior agreements and understandings with respect to
Talent Scout Services. To the extent of an express conflict between this Talent
Scout Agreement and the other Terms of Service, this Talent Scout Agreement
shall govern any matters involving Talent Scout Services. Provisions of the User
Agreement and other Terms of Service that do not expressly conflict with any
provision of the Talent Scout Agreement or are being applied to any products or
services other than the Talent Scout Services apply in full force and effect.
Without voiding or affecting the applicability of any other provision of the
User Agreement to the Talent Scout Agreement, Client specifically reiterates its
agreement to comply with the DISPUTE PROCESS AND ARBITRATION AND CLASS ACTION
WAIVER contained in Upwork’s User Agreement, and agrees that this provision
applies with full force and effect to the Talent Scout Agreement.
You agree that you did not accept the Talent Scout Agreement based on any
representations, whether written or oral, other than those contained in this
Talent Scout Agreement along with the Upwork User Agreement and other Terms of
Service. No modification of or amendment to the Talent Scout Agreement, nor any
waiver of any rights, will be effective unless in writing signed by you and
Upwork.










UPWORK TALENT SCOUT USER AGREEMENT


VERSION 3.0

EFFECTIVE OCTOBER 6, 2020

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TABLE OF CONTENTS

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CONFIDENTIAL
This Upwork Talent Scout Agreement (“Talent Scout Agreement”) defines the
agreement between you (the “Client”) and Upwork Global Inc. (“Upwork”) regarding
Talent Scout services, as described in this Talent Scout Agreement (“Talent
Scout Services”), and are part of and incorporate by reference the Upwork User
Agreement and other Terms of Service (collectively, the “Agreement”). The Talent
Scout Agreement is in addition to and, except where explicitly stated, does not
supersede, replace, or limit other similar terms in the Terms of Service.
Capitalized terms not defined herein are defined in the User Agreement or
elsewhere in the Terms of Service.
IN ORDER TO USE TALENT SCOUT SERVICES, YOU AGREE TO BE BOUND BY THE TALENT SCOUT
CONTRACT TERMS AND THE DISPUTE PROCESS AND ARBITRATION AND CLASS ACTION WAIVER
IN THE USER AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE
ARBITRATION AND CLASS ACTION WAIVER, YOU MAY NOT ACCESS OR USE ANY TALENT SCOUT
SERVICES.
1. TALENT SCOUT SERVICES
Upwork agrees to provide assistance to Client engaging Talent Scout Services to
use the Site to source Freelancers and enter into contractual relationships
between Client and Freelancers to receive services. Acting at the request and as
agent of Client (“Agent of Record”), Upwork will enter into a contractual
relationship with Freelancer on Client’s behalf (once accepted, the “Talent
Scout Contract”). For the avoidance of doubt, the Talent Scout Services include
acting as Agent of Record on behalf of each Client and Freelancer for purposes
of each Talent Scout Contract; Upwork is entering into contractual relationships
on behalf of Client and Freelancer in each case at the direction of and with the
authority of Client and Freelancer, as applicable. Once the Service Contract has
been accepted by the Freelancer, Upwork will, acting as Agent of Record for the
Freelancer, request the Client to place the Talent Scout Contract project funds,
inclusive of Upwork Talent Scout Fees (defined below) (collectively, “Talent
Scout Contract Funds”), in escrow via Upwork’s escrow services. As provided in
the applicable escrow instructions (see below), when the work is completed, the
Freelancer will request, via Upwork’s Freelancer Agent of Record services, that
the Client release the Talent Scout Contract Funds from escrow, which, upon
receiving instruction from Client, Upwork will do on Client’s behalf.
2. ELIGIBILITY
Client agrees that it meets the eligibility requirements in the User Agreement
related to use of Upwork Talent Scout. Upwork Talent Scout is available to any
Freelancer who enters into a Talent Scout Contract with Client.
3. ESCROW SERVICES
Client acknowledges and agrees that the Direct Contract Escrow Instructions
apply to Client’s Talent Scout Contracts. For purposes of Talent Scout
Contracts, Client understands and agrees that Upwork will act as Agent of Record
for Freelancer for purposes of the Direct Contract Escrow Instructions, and for
the purposes of such instructions “Freelancer” as used in the instructions shall
mean either “Freelancer” or “Upwork acting as Agent of Record for Freelancer”,
as applicable.
4. ROLE OF UPWORK
A. AGENT OF RECORD SERVICES
Client agrees that, in regards to Client activity in connection with Upwork
Talent Scout, Upwork acts only at the direction of and with the authority of
Client. Client further understands and agrees that, through its additional
agreement with Freelancer, Upwork will act as Agent of Record of Freelancer.
Client agrees that Upwork is not taking on any additional responsibilities or
liabilities by acting as Agent of Record except as expressly provided in this
Talent Scout Agreement.
B. UPWORK LIMITATIONS
Client understands and agrees that Upwork is not involved in or responsible for
any work performed by Freelancer(s), is not involved in or responsible for any
payment made under a Talent Scout Contract except as provided in Section 4(c)
(Payment Services), and has no control over any Freelancer or Client. Upwork
does not guarantee that Client or Freelancer will perform on the Talent Scout
Contract. Upwork does not have any power or authority to, and does not,
determine any eligibility standards for any Talent Scout Contract, select or
contract any Freelancer to provide services to Client, determine or control any
term or condition of the Talent Scout Contract or Project, or cause any
Freelancer to accept any Talent Scout Contract or perform any Freelancer
Services. The Parties agree that Client will select the freelancer, that the
scope of work will be set exclusively by agreement between Client and
Freelancer, and that Client and Freelancer will take up any issues with the work
and/or its scope between each other.
C. PAYMENT SERVICES
Upwork Escrow provides escrow services, but does not guarantee that Freelancer
will be paid except and only to the extent that all of the following are true:
(a) Upwork holds funds on behalf of Client, (b) Client has directed such funds
to be released to Freelancer, and (c) any hold or security period has passed.
Upwork otherwise does not guarantee that Client is able to or will pay
Freelancer.D. SERVICE FEES; UPWORK FEES
Client understands that Upwork, acting as Agent of Record for Freelancer and on
instruction from Freelancer, will collect from Client the fees that Freelancer
will receive as agreed in the Talent Scout Contract and the fees that Upwork
receives for the services provided under this Talent Scout Agreement. Client
agrees that Upwork will remit to Freelancer only that portion of the fees agreed
to with Freelancer and Upwork will retain the fees for Upwork’s services.
D. NO OTHER FREELANCER SERVICE FEES
The Service Fees typically charged to Freelancers described in the Fee and ACH
Authorization Agreement or the Upwork Direct Service Contract Terms do not apply
to payments on Talent Scout Contract engagements. The Fee and ACH Authorization
Agreement otherwise remains in full force and effect, including, without
limitation, on any Service Contract if a Freelancer or Client, who uses Talent
Scout Contracts, has a Service Contract (as defined in the User Agreement).
5. FREELANCER ENGAGEMENT
A. ENGAGEMENT
Acting as an Agent of Record, Upwork will engage the Freelancer (the
“Engagement”) as an independent contractor or hire the Freelancer as an employee
by a third-party employer of record provider (“Employment Provider”) through
Upwork Payroll Services. Upwork will engage the worker consistent with
applicable law. Upwork may delegate the Engagement of Freelancer(s) (and other
obligations regarding Freelancer(s) under this Talent Scout Agreement) to one or
more third parties. Upwork and Employment Provider as applicable, reserve the
right not to engage or hire a Freelancer in their sole discretion. If Upwork or
Employment Provider decline to engage a Freelancer, Upwork will assist Client in
sourcing a satisfactory replacement. Upwork will cause each Freelancer
classified and engaged as an independent contractor to execute an independent
contractor agreement. Upwork (through Employment Provider) will cause each
Freelancer classified and hired as an employee to execute an agreement
containing confidentiality and intellectual property assignment provisions
consistent with this Talent Scout Agreement.
B. LEGAL COMPLIANCE
Upwork, Employment Provider, or any third party acting to engage a Freelancer,
as applicable, will comply with applicable laws and regulations governing the
Engagement and payment of Freelancers; except that Upwork or Employment Provider
shall not be liable for any non-compliance of or caused by Client.
C. OWNERSHIP OF FREELANCER WORK PRODUCT
Ownership of all Freelancer Work Product will be governed by the Independent
Contractor Agreement or employee agreement with the Freelancer, as applicable,
both of which will contain a provision that requires a Freelancer to assign all
ownership rights in Freelancer Work Product to Client. Upwork will not own any
Freelancer Work Product. In the event that ownership rights in Freelancer Work
Product arising from a Talent Scout Contract accrue to the benefit of Upwork,
Upwork hereby assigns such rights to Client.
6. CLIENT RESPONSIBILITIES
A. TALENT SCOUT CONTRACTS
Client will inform Upwork 72 hours in advance, if possible, or as soon as
possible thereafter, of the termination of any Talent Scout Contract. Client
further agrees to immediately inform Upwork of any complaint or request made by
Freelancer concerning any employment-related matter, such as a request for a
leave of absence or disability accommodation or a complaint about harassment or
discrimination..
B. NONDISCRIMINATION; COMPLIANCE WITH LAWS
Client agrees to comply with, and to require any person who may interact with
Freelancer on behalf of Client to comply with, Upwork’s Nondiscrimination
Statement, and with all applicable laws in connection with the engagement of
Freelancers, including without limitation, as applicable, worker safety laws,
nondiscrimination laws, accommodation and leave laws, and privacy laws.
C. NON-CIRCUMVENTION
Client agrees and understands that the non-circumvention provisions of the User
Agreement, together with the remainder of the User Agreement, apply to this
Talent Scout Agreement. For purposes of the non-circumvention provision, you
agree that the “Hourly Rate” shall be the highest hourly rate you have paid on
any Talent Scout Contract with the applicable Freelancer.
D. CLIENT ACKNOWLEDGEMENTS
Other than as stated in this Talent Scout Agreement, Client expressly
acknowledges, agrees, and understands that: (i) except for the Agent of Record
services, Upwork is not a party to the dealings between Client and Freelancer,
including the substantive terms of posts, the selection of a Freelancer, the
decision to contract with a Freelancer, and the performance or receipt of
Freelancer Services or provisioning of Freelancer Work Product; (ii) Upwork does
not, in any way, supervise, direct, or control the Freelancer or Freelancer
Services; (iii) Upwork makes no representations as to the quality, security, or
legality of any Freelancer Services or Freelancer Work Product, and Upwork
disclaims any and all liability relating thereto; (iv) Upwork does not set
Freelancer’s work hours, work schedules, or location of work; (vi) Upwork will
not provide Freelancer with training or any equipment, tools, labor, or
materials needed to complete their work; (vii) Upwork does not provide the
premises at which the Freelancer will perform the work; (viii) if there is a
dispute between Client and Freelancer, that dispute is solely between Client and
the Freelancer and Upwork will not be responsible or liable with respect to such
dispute except for the dispute assistance described in the Direct Contract
Escrow Instructions; (ix) neither Upwork nor its Affiliates is an employer of or
joint employer or integrated or single enterprise with any independent
contractor Freelancer or Client; and (x) unless otherwise agreed as part of the
relevant Talent Scout Contract, independent contractor Freelancer(s) may hire
employees or engage contractors or subcontractors (at his or her sole expense)
to assist with providing the Freelancer Services. Upwork makes no
representations about and does not guarantee the truth or accuracy of
Freelancer’s listings on the Site; the ability of Freelancers to deliver the
Freelancer Services; or that Client or Freelancer can or will actually complete
a transaction.
7. CLIENT AUTHORIZATION
Client represents and warrants that it has the authority to agree to this Talent
Scout Agreement on behalf of him- or herself and the business entity he or she
represents. Client authorizes, and represents that he or she has the authority
to authorize, Upwork personnel to assist Client by taking actions on the Site
and communicating with Freelancers on behalf of Client as directed by Client,
including without limitation, posting projects, creating Content, preparing and
offering contracts to Freelancers, releasing payments, and closing such
contracts upon completion of the work. All actions performed by Upwork personnel
on the Site at Client’s direction, express or implied, will be considered to be
actions by and at the direction of Client.
8. INDEMNIFICATION
A. INTERACTION WITH USER AGREEMENT
This Talent Scout Agreement shall control any express conflicts between the User
Agreement and this Talent Scout Agreement concerning indemnification obligations
and limitation of liability of Upwork or Client with respect to Talent Scout
Services only.
B. INDEMNIFICATION BY UPWORK
Upwork will indemnify, defend, and hold harmless Client and its directors,
officers, agents and employees from and against any and all losses, damages,
liabilities, judgments, or settlements awarded for Claims to the extent caused
by: (i) Upwork’s misclassification of a Freelancer under the Fair Labor
Standards Act, the Internal Revenue Code, state wage and hour law or any other
law; (ii) the failure of Upwork or Employment Provider to make, when due, a
payment to a Freelancer related to this Talent Scout Agreement; (iii) Employment
Provider’s failure to comply with applicable wage and hour laws or regulations;
or (iv) Employment Provider’s violation of any law or regulation related to
workplace safety or conduct, including laws related to illegal discrimination or
harassment.
C. INDEMNIFICATION BY CLIENT
Client will indemnify, defend and hold harmless Upwork and its Affiliates and
their directors, officers, agents and employees from and against any and all
Claims, and/or any and all losses, costs, damages, liabilities, judgments, or
settlements awarded for such Claims to the extent arising out of, resulting from
or in connection with Client’s or any director, officer, agent, employee of
Client, or any other person with apparent or actual authority to act on behalf
of Client: (i) violation of any law or regulation, including laws related to
illegal discrimination or harassment; (ii) misuse or unauthorized use of the
Site; (iii) content posted by or on behalf of Client or at Client’s direction;
(iv) failure to comply with applicable wage and hour laws or regulations or any
such failure by Upwork or the Employment Provider based on inaccurate or
incomplete information provided by Client or which Client failed to update or
was caused by Client; (v) direction, participation or involvement with the
Freelancer or Freelancer Services; or (vi) breach of Client’s obligations in
Section 6 (Client Responsibilities).
D. INDEMNIFICATION REQUIREMENTS
The indemnification obligations of each party (the “Indemnifying Party”) are
contingent upon the other party (the “Indemnified Party”) providing the
Indemnifying Party with: (i) prompt written notice of any Claim for which
indemnification may be sought under this Talent Scout Agreement; (ii) control
over the defense and settlement of any such Claim with counsel of the
Indemnifying Party’s choice; and (iii) proper and full information and
assistance, at the Indemnifying Party’s expense and request, to settle or defend
any such Claim. Each Indemnified Party will be entitled to participate in,
through its own counsel at its own cost and expense, but not to determine or
conduct, any defense or settlement of an indemnified Claim.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL,
INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF
THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE UPWORK
FROM CLIENT UNDER THIS AGREEMENT, (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT
TO INDEMNIFICATION OBLIGATIONS HEREIN AND (III) BREACHES OF CONFIDENTIALITY
UNDER SECTION 7.1 (CONFIDENTIALITY) WITH RESPECT TO CONFIDENTIAL INFORMATION, IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL FEES
PAID BY CLIENT TO UPWORK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR WHICH LIABILITY IS SOUGHT TO BE IMPOSED. CLIENT
ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON
THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. OTHER TERMS
This Agreement, including this Talent Scout Agreement along with the Upwork User
Agreement and other Terms of Service, represents the entire agreement with
Upwork and supersedes all prior agreements and understandings with respect to
Talent Scout Services. To the extent of an express conflict between this Talent
Scout Agreement and the other Terms of Service, this Talent Scout Agreement
shall govern any matters involving Talent Scout Services. Provisions of the User
Agreement and other Terms of Service that do not expressly conflict with any
provision of the Talent Scout Agreement or are being applied to any products or
services other than the Talent Scout Services apply in full force and effect.
Without voiding or affecting the applicability of any other provision of the
User Agreement to the Talent Scout Agreement, Client specifically reiterates its
agreement to comply with the DISPUTE PROCESS AND ARBITRATION AND CLASS ACTION
WAIVER contained in Upwork’s User Agreement, and agrees that this provision
applies with full force and effect to the Talent Scout Agreement.
You agree that you did not accept the Talent Scout Agreement based on any
representations, whether written or oral, other than those contained in this
Talent Scout Agreement along with the Upwork User Agreement and other Terms of
Service. No modification of or amendment to the Talent Scout Agreement, nor any
waiver of any rights, will be effective unless in writing signed by you and
Upwork.










WEWORK CLIENT ADDENDUM FOR UPWORK ENTERPRISE SERVICES


VERSION 1.0

EFFECTIVE AUGUST 1, 2017

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This WeWork Client Addendum for Upwork Enterprise Services (this “Addendum”)
supplements the terms and conditions set forth in the click-through Upwork User
Agreement (https://www.upwork.com/legal/) applicable to the use of the features
and functionality made available through the Upwork website located at
www.upwork.com, as it may be updated from time to time (the “Upwork User
Agreement”). Unless otherwise expressly noted herein, this Addendum is governed
by the terms of the Upwork User Agreement, and each capitalized term used in
this Addendum but not defined herein shall have the same meaning as in the
Upwork User Agreement. “Client” as used in this Addendum shall refer to you.

YOU UNDERSTAND THAT BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE AGREEING TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS ADDENDUM AND THE UPWORK USER AGREEMENT
WITH RESPECT TO UPWORK ENTERPRISE SERVICES. IF YOU DO NOT ACCEPT THIS ADDENDUM,
YOU MAY NOT ACCESS OR USE THE UPWORK ENTERPRISE SERVICES. IF YOU AGREE TO THIS
ADDENDUM ON BEHALF OF A COMPANY (E.G. BY PROVIDING YOUR COMPANY NAME TO UPWORK),
YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO
THIS ADDENDUM AND THAT YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR
COMPANY. IN THAT EVENT, YOUR COMPANY WILL OWN THE ACCOUNT AND BE BOUND BY THIS
ADDENDUM AND “YOU” AND “CLIENT” WILL REFER AND APPLY TO YOUR COMPANY.
Section 1. Upwork Enterprise Services
Upwork Enterprise. With Upwork Enterprise, Client will have access to a premium
Upwork technology and platform service that allows Client to aggregate and
engage, in Client’s Talent Cloud® network, groups of Freelancers found on the
Upwork platform or brought by Client to the Upwork platform.
Talent Sourcing and Job Post Assistance Services. Client may also request Talent
Sourcing Services and Job Post Assistance Services, where Upwork will provide
Client with: (i) access to expert Freelancers that Upwork has pre-vetted based
on their skills and professional capabilities (“Upwork Pro Talent Pool”) (ii) a
shortlist of Freelancers advertising the skills that Client seeks; and (iii) a
dedicated talent specialist to help Client post projects on the Upwork platform
(with Client’s approval).
Enterprise Billing. In addition, Upwork will pay the amounts owed by Client to
Freelancers for work and services by Freelancers pursuant to the Upwork User
Agreement (“Client Payment”) and Client will be invoiced such amounts by WeWork
pursuant to Client’s arrangement with WeWork. Notwithstanding the foregoing,
Upwork reserves its right to collect any Client Payment and the Upwork Service
Fee (defined below) directly from Client if Client does not remit such payments
to WeWork.
The services described in this Section 1 are Site Services as defined in the
User Agreement.
Section 2. Service Fee
Service Fee. In addition to the Client Payment, Client will pay a service fee
equal to 10% of the Client Payment to Upwork (the “Upwork Service Fee”). Client
Payment includes any applicable fees payable to Upwork pursuant to the User
Agreement. Where applicable, Upwork may collect taxes on the service fee.
Section 3. Client Duties and Role of Upwork
Client Duties. Client acknowledges and agrees that Client shall be solely
responsible for undertaking the necessary research and due diligence to evaluate
any Freelancer information posted or provided by or through Upwork. Client
assumes all responsibility for engaging any Freelancer based on any Freelancer
information received through Upwork in connection with Upwork Enterprise
Services. Client understands and agrees that Client is solely responsible for
selecting which Freelancers to engage; determining whether to engage each
Freelancer as an independent contractor or as an employee; negotiating and
determining the amount and type of payment for Freelancer Services; describing
the work to be done by each Freelancer and all communications regarding the
work; and determining when Freelancer Services shall commence and end. Any
information from Upwork regarding the foregoing for any Freelancer engagement
shall not be construed as advice to Client or as binding on Client.
Role of Upwork. If Client requests Talent Sourcing Services from Upwork, Upwork
will review Client’s project requirements as described by Client and provide
Client with access to certain profiles of Freelancers from the Upwork platform
and the Upwork Pro Talent Pool, subject to the Upwork Pro Talent Pool containing
Freelancers who appear to have the skills, availability and interest to meet
those requirements. Accordingly, all information regarding a Freelancer posted
on or to the Site, the platform, and or provided as part of the Upwork
Enterprise Services, is intended to be indicative or illustrative only and is
not intended to be a guarantee or warranty on the part of Upwork. Upwork is not
responsible for and shall have no liability for Client’s use of or reliance on
any Freelancer information posted or provided by Upwork.
Section 4. Other Terms


Marks.
Client grants Upwork a non-exclusive, non-transferable, fully revocable license
to use Client’s name and logo (the “Client Marks”) during the Term in marketing
Upwork services on the Site and elsewhere. All rights in and to and ownership of
all Client Marks are vested in Client absolutely. All uses of the Client Marks
will inure to the benefit of Client. Upwork has no right, title or interest in
the Client Marks aside from this license. Upon termination or expiration of this
Addendum, or notice from Client, the license to the Client Marks will
automatically expire and Upwork will immediately cease using the Client Marks on
the Site and in any new materials.
Buy-out Fee.
Client agrees to pay a buy-out fee of $10,000 for each Freelancer whose profile
was provided to Client as part of the Upwork Enterprise Services and hired by
Client off of or outside the Upwork platform as an employee of Client during the
Buy-out Period. This provision shall not apply if Client had already engaged
such freelancer on the Upwork platform prior to receipt of the freelancer
profile from Upwork. The “Buy-out Period” is the 24 month period immediately
after the date that Upwork provides Client with the profile of the Freelancer
that is hired by Client outside of or off the Upwork platform. The
Non-Circumvention provision in the Upwork User Agreement shall continue to apply
to all other cases not described in this section.
Term and Termination.
This Addendum shall be effective as of the date Client accepts this Addendum via
the web link provided to Client (the “Effective Date”) and shall continue until
terminated by either the Client or Upwork. Either party may terminate this
Addendum with 15 days prior written notice to the other. Either Client or Upwork
may terminate this Addendum immediately if the other party (A) becomes subject
to any bankruptcy or insolvency proceeding under federal or state statute that
is not dismissed within 30 days, (B) becomes insolvent or subject to direct
control by a trustee, receiver or similar authority, or (C) has wound up or
liquidated.
General; Entire Agreement.
This Addendum together with the User Agreement represents the entire agreement
between the Client and Upwork, and this Addendum together with the User
Agreement supersedes all prior agreements and understandings with respect to the
matters covered by it. In the event of conflict between the terms of this
Addendum and the terms of the Upwork User Agreement, the terms of the Upwork
User Agreement will control. Client agrees that Client did not enter in this
Addendum based on any representations other than those contained in this
Addendum. No modification of or amendment to this Addendum by Client, nor any
waiver of any rights under this Addendum, shall be effective unless in writing
signed by both Client and Upwork. Notwithstanding the foregoing, to the extent
permitted by applicable law, Upwork may amend this Addendum by posting revisions
to this Addendum online. Your continued use of the Upwork Enterprise Services
after the effective date of a revised version of this Addendum or notice to you
of an updated Addendum constitutes your acceptance of its terms and agreement to
be bound by its terms. This Addendum will be binding upon and inure to the
benefit of Client or Upwork, as applicable, and their respective successors and
permitted assigns. Client will not assign or otherwise transfer this Addendum or
any rights or obligations hereunder, in whole or in part, whether by operation
of law or otherwise, without Upwork’s prior written consent. Any purported
transfer, assignment or delegation without such prior written consent will be
null and void and of no force or effect. Upwork will have the right to assign
this Addendum to any affiliate or successor to its business or assets to which
this Addendum relates, whether by merger, sale of assets, sale of stock,
reorganization or otherwise.


STARTER PROJECT PROGRAM TERMS OF USE FOR CLIENTS AND FREELANCERS


VERSION 1.0

EFFECTIVE JUNE 6, 2017

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These Starter Project Program Terms of Use for Clients and Freelancers (“Starter
Project Terms”) are part of and incorporate by reference the Upwork User
Agreement and other Terms of Service. The Starter Project Terms are in addition
to and do not supersede, replace, or limit other similar terms in the Terms of
Service. Capitalized terms not defined herein are defined in the User Agreement
or elsewhere in the Terms of Service.
YOU AGREE TO BE BOUND BY THE STARTER PROJECT TERMS. IF YOU DO NOT ACCEPT THE
STARTER PROJECT TERMS, YOU MAY NOT ACCESS OR USE ANY STARTER PROJECT SERVICES
FOR ANY ENGAGEMENT.
SECTION 1. STARTER PROJECT SERVICES DEFINED
The Starter Project Program aims to help new Clients learn to use the Site to
post projects quickly and efficiently. For this purpose, Upwork may make sample
project descriptions and budgets available for optional use and help connect
Clients with Freelancers who have indicated interest in completing such projects
(“Starter Project Services”).
SECTION 2. SCOPE AND LIMITATIONS
Starter Project Services may be used subject to the following parameters and
limitations, which you understand and acknowledge.
Clients may only use Starter Project Services while they are learning to use the
Site up to a maximum of ten (10) projects. Once Client has learned to use the
Site, Client will post projects without using Starter Project Services.
All information about a project, Freelancer or Client obtained in connection
with Starter Project Services is intended to be illustrative only and will not
constitute any requirement, guarantee or warranty by Upwork. Users have
discretion whether to contract with each other and will negotiate and determine
the specific terms of their Service Contracts with each other. Project
descriptions and budgets available through Starter Project Services are samples
only, which may be adjusted and added to as Users deem appropriate. Users choose
whether to use any sample project description and may add any milestones to
their Service Contracts and/or post different terms using the job post, contract
offer or other features available on the Site.
SECTION 3. ROLE OF UPWORK AND CLIENT RESPONSIBILITIES
You understand and agree that Upwork is not a party to any Service Contract, is
not involved in or responsible for any work performed by Freelancers, and has no
control over any Freelancer or Client. Upwork does not have any power or
authority to, and does not, determine any eligibility standards for any
Engagement, select or contract any Freelancer to provide services to a Client,
determine or control any term or condition of the Service Contract or
Engagement, or cause any Freelancer to accept any Service Contract or perform
any Freelancer Services.
Client assumes all responsibility for selecting which Freelancers to contract,
determining and completing any screening requirements, determining or
negotiating the amount and type of payment and any other Service Contract terms
or conditions, and describing the work to be done by Freelancers. Any
information from Upwork regarding the foregoing will not be construed as advice
to Client or as binding on Client.
SECTION 4. OTHER TERMS
Together with the Upwork User Agreement and other Terms of Service, these
Starter Project Terms represent the entire agreement with Upwork and supersede
all prior agreements and understandings with respect to the matters covered. You
agree that you did not accept the Starter Project Terms based on any
representations, whether written or oral, other than those contained herein. No
modification of or amendment to the Starter Project Terms, nor any waiver of any
rights, will be effective unless in writing signed by you and Upwork.
Notwithstanding the foregoing, to the extent permitted by applicable law, Upwork
may amend the Starter Project Terms with prior notice at any time. Your
continued use of the Starter Project Services after the effective date of a
revised version of the Starter Project Terms or notice to you of updated Starter
Project Terms constitutes your acceptance of its terms and agreement to be bound
by its terms.




TEAM BUILDER TERMS FOR CLIENTS


VERSION 2.0

EFFECTIVE AUGUST 9, 2017

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These Team Builder Terms for Clients (“Team Builder Terms”) are part of and
incorporate by reference the Upwork User Agreement and other Terms of Service
governing use of the Site and the Site Services. The Team Builder Terms are in
addition to and do not supersede, replace, or limit other similar terms in the
Terms of Service. Capitalized terms not defined herein are defined in the User
Agreement or elsewhere in the Terms of Service.
YOU UNDERSTAND THAT BY USING TEAM BUILDER SERVICES FOR AN ENGAGEMENT, YOU ARE
AGREEING TO BE BOUND BY THE TEAM BUILDER TERMS. IF YOU DO NOT ACCEPT THE TEAM
BUILDER TERMS, YOU MAY NOT ACCESS OR USE THE TEAM BUILDER SERVICES TO ENGAGE A
FREELANCER. IF YOU AGREE TO THE TEAM BUILDER TERMS ON BEHALF OF A COMPANY, YOU
REPRESENT AND WARRANT THAT (1) YOU HAVE THE AUTHORITY TO BIND THE COMPANY; AND
(2) YOU ARE AGREEING TO THE TEAM BUILDER TERMS ON BEHALF OF THE COMPANY. IN THAT
EVENT, YOUR COMPANY WILL OWN THE ACCOUNT AND BE BOUND BY THE TEAM BUILDER TERMS,
AND “YOU” AND “CLIENT” WILL REFER AND APPLY TO THE COMPANY IN ADDITION TO THE
INDIVIDUAL ACCEPTING THESE TERMS.
SECTION 1. TEAM BUILDER SERVICES
To help with efficient use of the Site, Upwork offers Clients that post jobs
seeking Freelancers for certain Longer Engagements an optional service whereby a
talent scout will highlight profiles of Freelancers that are also seeking such
Longer Engagements (“Team Builder Services”). Team Builder Services are a Site
Service as defined in the User Agreement.
Team Builder Services are available only for Clients who have a verified payment
method on file for their Upwork Account and who are seeking Freelancers for
Longer Engagements.
For purposes of the Team Builder Terms, “Longer Engagements” are defined as
Hourly Engagements of more than 3 months with a weekly minimum payment in an
amount equal to at least 30 hours of Freelancer Services at the rate agreed on
by the Client and Freelancer (hereinafter, “Weekly Minimum Payment”).
By using Team Builder Services for an Engagement, Client represents and agrees
that Client is seeking to pay the Weekly Minimum Payment to the Freelancer in
order to secure the Freelancer’s availability. Client (1) will pay the
Freelancer the Weekly Minimum Payment for each weekly billing period starting
the second Monday after the Service Contract begins, except for any week when
the Service Contract is paused for billing on the Site for any period of time;
and (2) authorizes Upwork or its Affiliates to automatically charge the Client’s
Payment Method on file for the Weekly Minimum Payment for each weekly billing
period when the Service Contract is not paused for billing for any period of
time or closed. Client understands and agrees that the Weekly Minimum Payment is
paid to secure the Freelancer’s availability and therefore will apply even if
less than 30 hours of services were provided and may not be disputed by the
Client on the ground that less than 30 hours of work was given to the Freelancer
in any given week. Client will pay the agreed rate to the Freelancer for all
services provided in any week that exceed 30 hours; however, Client may review
and approve or dispute any hours above 30 in a week during the Dispute Period as
set forth in the Hourly Escrow Instructions. Client understands and agrees that
(1) Client is choosing these Engagement terms and (2) Client may set up a
contract that does not use Team Builder Services for any Engagement for which
Client is seeking different Engagement terms.
Team Builder Services consist of a talent scout highlighting for Client the
profiles and/or proposals of Freelancers who (i) are advertising skills in the
category sought by the Client and (ii) have indicated they are seeking Longer
Engagements. Client understands that any “screening” conducted for Team Builder
Services relates only to these factors, and any statements about whether a
Freelancer is “qualified” relates only to these factors and must be verified by
the Client independently. Upwork does not determine or complete the screening
requirements for any Client’s particular Engagement and does not determine
whether any Freelancer is qualified for any Client’s Engagement.
SECTION 2. ROLE OF UPWORK
As detailed in the User Agreement, the Site is a venue for Freelancers and
Clients to find and enter into Service Contracts with each other. Upwork is not
responsible for evaluating, investigating, or otherwise conducting any due
diligence regarding Freelancers or their qualifications, skills, background,
prior experience, worker classification, licensing, registrations or legal or
tax compliance. All information regarding a Freelancer posted on the Site or
provided as part of Team Builder Services is intended to be indicative or
illustrative only and is not intended to be a guarantee or warranty on the part
of Upwork. Upwork is not responsible for and will have no liability for Client’s
use of or reliance on any Freelancer information posted or provided by or
through Upwork or any talent scout.
Client understands and agrees that Upwork is not a party to the Service
Contract, does not determine or control any term or condition of the Service
Contract or Engagement, and has no control over any Freelancer or any Freelancer
Services. Upwork does not have any power or authority to, and will not,
determine any eligibility standards for any Engagement, select or hire any
Freelancer to provide services to Client, negotiate or determine the amount or
type of payment for Freelancer Services, or cause any Freelancer to accept any
Service Contract or start or stop work. Client understands and agrees that
Upwork does not determine or have any involvement with Freelancer assignments,
productivity standards, scheduling, work hours, work locations, work methods, or
working conditions; does not train, supervise, counsel, discipline, evaluate or
terminate any Freelancer; does not give any instructions to any Freelancer about
the Freelancer Services; and does not have any involvement with the work
performed by any Freelancer. This Section 2 is in addition to and does not
supersede, replace, or limit other similar terms in the User Agreement.
SECTION 3. CLIENT RESPONSIBILITIES
Client acknowledges and agrees that Client is solely responsible for undertaking
the necessary research and due diligence to evaluate any Freelancer and any
Freelancer information posted or posted or provided by or through Upwork or any
talent scout. Client assumes all responsibility for engaging any Freelancer
based on any Freelancer information received in connection with Team Builder
Services.
Client further understands and agrees that Client is solely responsible for
determining eligibility standards, determining and completing any screening
requirements, and selecting which Freelancers to engage; negotiating and
agreeing with the Freelancer on the amount and type of payment for Freelancer
Services and any other terms or conditions of the Service Contract; describing
the work to be done by each Freelancer and all communications regarding the
work; and determining when Freelancer Services will commence and end. Any
information from Upwork regarding the foregoing for any Engagement will not be
construed as advice to Client or as binding on Client.
As set forth in greater detail in the User Agreement, Client is responsible and
assumes all liability for determining whether Freelancers are independent
contractors or employees while providing services to Client and for engaging
them accordingly. Client understands and agrees that Upwork does not make any
representation or provide any advice regarding the proper worker classification
for any Engagement. For Freelancers that should be classified as employees,
Client must sign up for and participate in the Upwork Payroll program made
available on the Site, unless Client pays the Opt-Out Fee. For independent
contractor relationships, Client may not require an exclusive relationship; a
Freelancer classified as an independent contractor is free at all times to
provide services to persons or businesses other than Client, including any
competitor of Client. This Section 3 is in addition to and does not supersede,
replace, or limit other similar terms in the User Agreement.
SECTION 4. OTHER TERMS
These Team Builder Terms together with the Upwork User Agreement and other Terms
of Service represent the entire agreement between the Client and Upwork and
supersede all prior agreements and understandings with respect to the matters
covered by it. Client agrees that Client did not accept the Team Builder Terms
based on any representations, whether written or oral, other than those
contained herein. No modification of or amendment to the Team Builder Terms by
Client, nor any waiver of any rights, will be effective unless in writing signed
by both Client and Upwork. Notwithstanding the foregoing, to the extent
permitted by applicable law, Upwork may amend the Team Builder Terms with prior
notice to Client at any time. Your continued use of the Team Builder Services
after the effective date of a revised version of the Team Builder Terms or
notice to you of updated Team Builder Terms constitutes your acceptance of its
terms and agreement to be bound by its terms.




GLOBAL DATA PROCESSING AGREEMENT


VERSION 1.4

EFFECTIVE OCTOBER 8, 2021

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TABLE OF CONTENTS

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WORK TOGETHER TALENT GRANTS TERMS AND CONDITIONS


VERSION 1.2

EFFECTIVE APRIL 27, 2020

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TABLE OF CONTENTS

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These Work Together Talent Grants Terms and Conditions (the “Grant Terms”) apply
to any Application for a Grant under Upwork’s Work Together Talent Grant
Program. By submitting an Application, an Applicant agrees to these Grant Terms.
Pursuant to these Grant Terms, the Work Together Talent Grant program is a
program where Upwork will provide Applicants credits in order to complete
projects in response to COVID-19 and successful Applicants agree to create and
to be featured by Upwork in Promotional Materials.
Terms not defined in text are defined below in Section 9 (Definitions).


1. GRANT PROGRAM

Upwork is offering to provide $1,000,000 USD in grants under the Work Together
Talent Grant program (each, a “Grant”). The Grants will be awarded starting on
or after April 27, 2020, to approved Applicants (each approved Applicant, a
“Recipient”). Upwork will review Applications on a rolling basis and will award
Grants until it has awarded $1,000,000 USD in Grants, unless it discloses
publicly (including by posting on the Site) that it is suspended or ending the
Work Together Talent Grant offer. Upwork will announce when funds are exhausted
and will attempt to award all Grants by June 30, 2020, unless it is unable to
identify sufficient eligible Applicants. If Upwork is unable to identify
sufficient eligible Applicants, it may solicit additional Applications.
The Grants will be awarded to Applicants to be used for the sole purpose of
funding work that will directly further the COVID-19 response, subject to each
Applicant’s agreement to and compliance with these Grant Terms, including,
without limitation, the agreement to create content for and participate in
promotional materials and to assign the rights to the same to Upwork, as
described and assigned in Section 5 (License to Content; Company Name and Logo;
Likeness). Upwork will award Grants in its sole discretion except as explicitly
stated herein.
Upwork will give priority to Applications that propose serving underrepresented
groups. Upwork will not unlawfully discriminate against any Applicant on the
basis of nationality, race, ethnicity, sex, gender, gender identity, sexual
orientation, disability status, veteran status, marital status, or other
similarly protected characteristics.


2. ELIGIBILITY

These Grant Terms provide information on the minimum eligibility requirements
for a Grant. In order to be eligible for a Grant, an Applicant must (a) meet all
the criteria in these Grant Terms, unless a criterion is explicitly waived in
writing by Upwork, (b) agree to these Grant Terms, and (c) sign an agreement
reaffirming the terms of these Grant Terms outlining the Grant received and the
services and content Recipient agrees to provide to Upwork (the “Grant
Agreement”) . Upwork may waive eligibility criteria in its sole discretion by
providing a writing to the Applicant explicitly referencing the criteria and
stating it is waived.


A. ELIGIBILITY CRITERIA

 * An Application must be completed at www.upwork.com/worktogether and must be
   completed in a truthful and accurate manner, contain a permitted purpose for
   a response or relief effort for COVID-19, and contain sufficient information
   for Upwork to evaluate the likely success of the Proposal in meeting its
   intended purpose;
 * The Applicant (a) must be a registered user of the site, www.Upwork.com,
   before the Grant is made, (b) must be a business or non-profit entity
   (natural persons are not eligible for a Grant and may only complete
   Applications as authorized agents of a business entity), and (c) may not be
   (i) a religious entity, (ii) a lobbying or political advocacy entity; or (ii)
   an entity that engages in discriminatory practices;
 * The Applicant must cooperate with Upwork and provide additional information
   about Applicant or the Application upon request;
 * The Applicant’s Account (as defined in the Upwork Terms of Service) must be
   in good standing at the time the Application is made and at the time the
   Grant is awarded;
 * The Proposal may not, in whole or in part, be for any prohibited purpose
   (each, below, a “Prohibited Purpose”):
   * Any purpose that is in conflict with Upwork’s values or mission,
   * A religious purpose,
   * Any purpose that will involve unlawful discrimination,
   * A personal purpose of the Applicant or any other person, e.g., to pay
     personal bills,
   * Political or lobbying efforts,
   * Litigation purposes, or
   * Any purpose other than to further a COVID-19 response


B. NO ENTITLEMENT

Even if you meet all the eligibility criteria, you acknowledge that you have no
entitlement to any Grant. Upwork may reject any Application for any lawful
reason in its sole discretion, including, without limitation, concern about the
truthfulness, reliability, or completeness of the Application; concerns about
the legitimacy or trustworthiness of Applicant; determination that the Proposal
would be ineffective; belief that the Applicant or Proposal are inconsistent
with Upwork’s mission or values; or any other lawful reason.


3. GRANT RECIPIENTS AND AWARDS


A. NOTIFICATION.

Upwork will notify each Recipient about the Grant and the amount of the Grant by
email to Recipient’s email included in the Application including the Grant
Agreement (the “Notification”). Grant amounts will typically be between $5,000
USD and $25,000 USD.


B. ACCEPTANCE.

Recipient can accept or decline the Grant by signing the Grant Agreement within
five (5) calendar days of the date of the Notification. By accepting the Grant,
Recipient affirms that Recipient will complete the proposal and Promotional
Materials as described in the Application under these Grant Terms, including
Section 4 (Conditions of Grant) and Section 5 (License to Use Company Name and
Logo; Likenesses). If there is a conflict between the Application and these
Grant Terms, these Grant Terms will apply. If Recipient cannot complete the
Proposal for any reason, Recipient may not accept the Grant and must immediately
notify Upwork. Such notification will revoke the Grant, which will only be
reissued in Upwork’s sole discretion.


C. AWARD.

Within ten (10) days of Recipient’s (a) signing the Grant Agreement and (b)
provision of a W9, W-8BEN-E, or any other requested documentation, Upwork will
issue a credit to Recipient’s Upwork Account which can be used to pay for
Services to complete the Proposal, subject to Recipient’s compliance with these
Grant Terms, including, without limitation, Section 5 (License to Use Company
Name and Logo; Likenesses).


D. COMPLIMENTARY PLUS MEMBERSHIP.

In addition to the Grant, Recipients will be awarded a complimentary Plus plan
for three (3) months to enable Recipient to more effectively use the Site to
find and engage qualified Freelancers and Agencies. If a Recipient already has a
Plus plan, the fees will be waived for three (3) months. The complimentary Plus
plan does not apply to clients with an Enterprise or Business membership.


4. CONDITIONS OF GRANT

By accepting a Grant, Recipient agrees to comply with the following conditions:
 * To sign a Grant Agreement;
 * To use the Grant funds for the stated Proposal in the Application;
 * To create Promotional Materials and to be featured, and for your content to
   be featured, in promotional materials, including, without limitation,
   advertisements promoting Upwork, and to assign the rights to all such
   materials to Upwork for marketing purposes, as described and assigned in
   Section 5;
 * To comply with Upwork’s Nondiscrimination Statement;
 * To subscribe to marketing emails;
 * To use the Grant by December 27, 2020, and agrees that the failure to do so
   is authorization for Upwork to remove any remaining funds from Recipient’s
   Account
 * It will not use Grant funds to pay any Freelancer or Agency that Recipient
   invited to join the Site (a “BYO Talent”);
 * It will not use Grant funds for any Prohibited Purpose.

Recipient further acknowledges that (a) by accepting a Grant, it agrees to
provide, upon request, (i) a written confirmation that the funds were used as
described in the Application and consistent with these Grant Terms, and (ii)
accounting of how the Grant funds were used, and (b) if Recipient fails to
comply with any of these conditions or other Grant Terms will result in a
forfeiture of any funds remaining in the Account, which Recipient authorizes
Upwork to reclaim, and that Recipient will return any used Grant funds within 30
days of Upwork’s demand that Recipient do so, provided Upwork provides a
reasonable basis for its demand.
Recipient is not eligible for any credit from Upwork for any Grant funds under
Upwork’s Payment Protection programs.


5. LICENSE TO CONTENT; COMPANY NAME AND LOGO; LIKENESSES

By applying for a Grant, you agree to grant Upwork the rights to use your story
in marketing assets and, without limiting the foregoing, create and provide
Promotional Materials, including, without limitation, any video, film,
recording, audio and/or photograph(s) as agreed in the Grant Agreement to be
used by Upwork in its marketing and promotional materials. Upwork shall have
complete ownership of any such video, film, recording, audio and/or
photograph(s), including any copyright interests, and you hereby waive any all
interest and ownership rights therein. Upwork will have the right to edit and
alter any such video, film, recording, audio and/or photograph(s) and you waive
any right of approval.
By applying for a Grant, you hereby grant to Upwork and our successors and
affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable,
exclusive (except non-exclusive with respect to your name, logo, voice and
likeness), worldwide license to use, reproduce, modify, publish, list
information regarding, edit, translate, distribute, publicly perform, and
publicly display, any and all content you create or participate in, your logo
(including those of the entity you represent), your name, voice, and/or
likeness, in whole or in part, and in any form, media, or technology, whether
now known or hereafter developed, including for promoting, marketing, and
redistributing Upwork or part or all of the Site (and derivative works thereof)
in any media formats and through any media channels.


6. UPWORK SERVICE FEES

For any Service Contract Recipient pays with Grant funds, Upwork will waive all
associated fees and costs on the Service Contract, including payment processing
fees and Freelancer Service Fees. If Upwork inadvertently charges fees due to an
administrative oversight, Upwork will promptly refund any such fees upon request
or upon discovery of the oversight.


7. AUTHORITY

If you submit an Application as an employee or agent on behalf of a business or
non-profit entity, you represent and warrant that you are authorized to bind
yourself and your entity.


8. PRIVACY

Your privacy is important to Upwork and your information, including information
submitted in an Application, will be handled in accordance with our Privacy
Policy, which is part of the Terms of Service, and applicable law.


9. ADDITIONAL DEFINITIONS

Terms not defined above have the definitions stated here:
“Agency” has the meaning defined in the Upwork Terms of Service.
An “Applicant” means the authorized agent of and the business or non-profit
entity that completes an Application through its authorized agent.
An “Application” means an application for a Grant submitted at
www.upwork.com/worktogether.
“Freelancer” has the meaning defined in the Upwork Terms of Service.
“Payment Protection” has the meaning defined in the Upwork Terms of Service.
“Proposal” means the proposed COVID-19 response efforts described in an
Application.
“Promotional Materials” means content created by Recipient for use in
promotional activities by Upwork in any medium in any jurisdiction and as
further agreed in the Grant Agreement.
“Services” means any services provided by a Freelancer or Agency engaged and
paid through the Site pursuant to a Service Contract.
“Service Contract” has the meaning defined in the Upwork Terms of Service.
The “Site” has the meaning defined in the Upwork Terms of Service.
“Upwork” means Upwork Inc.
The terms “you” and “your” refer to an Applicant.


JUMPSTARTER PROJECTS PROGRAM TERMS OF USE


VERSION 1.3

EFFECTIVE DECEMBER 10, 2018

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These Jumpstarter Projects Program Terms of Use (“Jumpstarter Terms”) are part
of and incorporate by reference the Upwork User Agreement and other Terms of
Service. The Jumpstarter Terms are in addition to and do not supersede, replace,
or limit other similar terms in the Terms of Service. Capitalized terms not
defined herein are defined in the User Agreement or elsewhere in the Terms of
Service.

YOU AGREE TO BE BOUND BY THE JUMPSTARTER TERMS. IF YOU DO NOT ACCEPT THE
JUMPSTARTER TERMS, YOU MAY NOT ACCESS OR USE ANY JUMPSTARTER SERVICES FOR ANY
PROJECT.
SECTION 1. JUMPSTARTER PROJECT SERVICES DEFINED
The Jumpstarter Program aims to help Clients use the Site to post projects
quickly and efficiently. For this purpose, Upwork may make sample project
descriptions and budgets available for optional use and help connect Clients
with Freelancers who have indicated interest in completing such projects
(“Jumpstarter Services” and such projects posted by Clients, “Jumpstarter
Projects”). If such sample project descriptions and budgets are not acceptable
to Clients or not appropriate for the scope of the project, Client will post a
project outside of the Jumpstarter Program. Upwork will assist Clients in using
the Site if needed. If Freelancer does not consider the terms acceptable for any
reason or for no reason at all, Freelancer is under no obligation to accept any
Jumpstarter Project.
SECTION 2. SCOPE AND LIMITATIONS
Jumpstarter Services may be used subject to the following parameters and
limitations, which you understand and acknowledge.
Clients may only use Jumpstarter Services when they conclude that the scope and
price are appropriate for their project. If the Client has needs that are not
consistent with the Jumpstarter Projects, Client agrees that Client will post
projects without using Jumpstarter Services.
Freelancer is under no obligation whatsoever to accept any Jumpstarter Project
at all, and, if the Freelancer chooses, may decline every Jumpstarter Project.
Freelancer’s acceptance or non-acceptance of any Jumpstarter Project will not
affect in any way Freelancer’s ability to continue to use the Site for their
business needs. By accepting a Jumpstarter Project, Freelancer understands and
agrees that Freelancer will enter into a Services Contract directly with the
Client on the stated terms.
All information about a project, Freelancer or Client obtained in connection
with Jumpstarter Services is intended to be illustrative only and will not
constitute any requirement, guarantee or warranty by Upwork. Users have
discretion whether to contract with each other and, if they do not agree to the
terms of the Jumpstarter Projects, agree that they will negotiate and determine
the specific terms of their Service Contracts with each other. Users choose
whether to use any Jumpstarter Project and may enter into new Services Contracts
to add any milestones to their Service Contracts and/or post different terms
using the job post, contract offer or other features available on the Site.
SECTION 3. ROLE OF UPWORK AND CLIENT RESPONSIBILITIES
You understand and agree that Upwork is not a party to any Service Contract, is
not involved in or responsible for any work performed by Freelancers, and has no
control over any Freelancer or Client. Upwork does not have any power or
authority to, and does not, determine any eligibility standards for any Services
Contract, select or contract any Freelancer to provide services to a Client,
determine or control any term or condition of the Service Contract or Project,
or cause any Freelancer to accept any Service Contract or perform any Freelancer
Services.
SECTION 4. OTHER TERMS
Together with the Upwork User Agreement and other Terms of Service, these
Jumpstarter Terms represent the entire agreement with Upwork and supersede all
prior agreements and understandings with respect to the matters covered. You
agree that you did not accept the Jumpstarter Terms based on any
representations, whether written or oral, other than those contained herein. No
modification of or amendment to the Jumpstarter Terms, nor any waiver of any
rights, will be effective unless in writing signed by you and Upwork.
Notwithstanding the foregoing, to the extent permitted by applicable law, Upwork
may amend the Jumpstarter Terms with prior notice at any time. Your continued
use of the Jumpstarter Services after the effective date of a revised version of
the Jumpstarter Terms or notice to you of updated Jumpstarter Terms constitutes
your acceptance of its terms and agreement to be bound by its terms.


UPWORK TERMS FOR TASK MATE BETA


VERSION 1.0

EFFECTIVE AUGUST 19, 2022

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TABLE OF CONTENTS

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These Upwork Terms for Task Mate Beta (“Beta Terms”) define the agreement
between you (the “Freelancer”) and Upwork Global Inc. (“Upwork”) regarding
projects offered by Google LLC (the “Client”) through Client’s Task Mate mobile
app (“Task Mate Projects”), and are part of and incorporate by reference the
other Upwork Terms of Service, including the Upwork User Agreement and Privacy
Policy (collectively, the “Upwork Agreement”). These Beta Terms are in addition
to and, except where explicitly stated, do not supersede, replace, or limit
terms in the Upwork Terms of Service. Capitalized terms not defined herein are
defined in the Upwork User Agreement or elsewhere in Upwork’s Terms of Service.
The Upwork Agreement, including these Beta Terms, only governs Freelancer’s
relationship with Upwork for Task Mate Projects and does not create any contract
between you and Client, or create any obligations or restrict any rights of
Client. Instead, Freelancer’s contractual relationship with Client for Task Mate
Projects is exclusively governed by the Google Task Mate Terms of Service
(“Google Task Mate Terms”), which you must agree to in order to participate in
the Task Mate Projects.
In order to receive payment through the Upwork platform for completed Task Mate
Projects, you agree to be bound by the Upwork Terms of Service and the Dispute
Process and Arbitration and Class Action Waiver in the Upwork User Agreement. If
you do not accept these terms, including the arbitration and class action
waiver, you may not use or access the Upwork platform to receive payment for any
Task Mate Projects.
1. HOW IT WORKS
Any Freelancer that is invited by Upwork to participate is eligible to
participate in the Task Mate Projects, provided that (a) their Upwork Account is
in good standing and they agree to comply with the Upwork Agreement (these Beta
Terms as well as the Upwork User Agreement and other Upwork Terms of Service
available here), and (b) they successfully create and maintain in good standing
a Google Task Mate account and agree to comply with the Google Task Mate Terms.
In the event of any conflict between the Upwork Agreement and the Google Task
Mate Terms, the Google Task Mate Terms will govern your relationship with Client
in connection with your access to and use of the Task Mate app and your
performance of the Task Mate Projects.
2. CONTRACT TERMS FOR TASK MATE PROJECTS
Each Freelancer that completes any of the available Task Mate Projects agrees to
the Google Task Mate Terms and payment amounts offered by the Client on the Task
Mate app.
3. FEES
Freelancers are not charged Freelancer Service Fees (see Sections 2.1, 2.2, and
2.3 of the Fee and ACH Agreement) for earnings for Task Mate Projects. If
Freelancer requests disbursement as described below in Section 4 (Disbursements
to Freelancer), Freelancer will not be charged Disbursement Fees (see Section
5.1 of the Upwork User Agreement) for disbursing earnings for Task Mate
Projects. However, Freelancers will pay any other applicable fees (see Section
2.4 of the Fee and ACH Agreement) and, if Freelancer requests disbursement other
than as described in Section 4 below, will be charged Disbursement Fees.
Earnings and fees are subject to tax and withholdings as described in the Upwork
User Agreement.
4. DISBURSEMENTS TO FREELANCER
Once Freelancer completes the Task Mate Project, Freelancer can initiate
disbursement of funds related to the Task Mate Project by clicking “Cash Out on
Upwork” from the Task Mate app, which will include the amount of funds
Freelancer seeks to disburse. Funds will be available to Freelancer’s Withdrawal
Method, normally within 48 hours. When Freelancer initiates a “Cash Out on
Upwork” from the Task Mate app, Upwork will be deemed to have been authorized to
release payment to the Freelancer unless provided notice to the contrary.
Freelancer acknowledges that use of Upwork for these services is intended for
business use only, and agrees to use these services only for business purposes
and not for consumer, personal, family, or household purposes.
5. FREELANCER AUTHORIZATION
Freelancer represents and warrants that it has the authority to agree to these
Beta Terms on behalf of Freelancer and the business entity they represent.
6. OTHER TERMS
The Upwork Agreement, including these Beta Terms along with the Upwork User
Agreement and other Upwork Terms of Service, represents the entire agreement
between Upwork and Freelancer and supersedes all prior agreements and
understandings between Freelancer and Upwork with respect to Task Mate Projects.
However, Client and Freelancer may agree to different terms with respect to the
terms between them, provided that such terms do not purport to restrict or
enlarge Upwork’s rights or obligations. To the extent of a conflict between
these Beta Terms and the other Upwork Terms of Service, these Beta Terms shall
govern any matters involving Upwork and Task Mate Projects. Provisions of the
Upwork User Agreement and other Upwork Terms of Service apply in full force and
effect to the extent that they do not either conflict with any provision of
these Beta Terms or exclusively apply to any products or services other than the
Task Mate Projects. You agree that you did not accept these Beta Terms based on
any representations, whether written or oral, other than those contained herein,
along with the Upwork User Agreement and other Upwork Terms of Service. No
modification of or amendment to these Beta Terms, nor any waiver of any rights,
will be effective unless in writing signed by Freelancer and Upwork.

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