| Before | After | ||
|---|---|---|---|
| 2 | Fee and ACH Authorization Agreement Freelancer Membership Policy Optional Service Contract Terms Referral Program Terms and Conditions Upwork Mark Use Guidelines Upwork Virtual Patent Marking Proprietary Rights Infringement Reporting Procedures Privacy Policy Global Data Processing Agreement Digital Services Act Statement Privacy Center Cookie Policy API Terms of Use 'Upwork Team' Software License Agreement Upwork Payroll Agreement Upwork Digital Accessibility Statement Nondiscrimination Statement User Agreement Version 8.1 Effective January 8th 2026 Download Table of Contents Upwork has updated its escrow services company name from Upwork Escrow Inc. to Payment Escrow Inc. | 2 | Fee and ACH Authorization Agreement Freelancer Membership Policy Optional Service Contract Terms Referral Program Terms and Conditions Upwork Mark Use Guidelines Upwork Virtual Patent Marking Proprietary Rights Infringement Reporting Procedures Privacy Policy Global Data Processing Agreement Digital Services Act Statement Privacy Center Cookie Policy API Terms of Use 'Upwork Team' Software License Agreement Upwork Payroll Agreement Upwork Digital Accessibility Statement Nondiscrimination Statement User Agreement Version 8.2 Effective July 20th 2026 Download Table of Contents 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 LLC (“ Upwork ,” “ we ”, or “ us ”), Payment Escrow Inc. |
| 3 | This change won’t affect how you use Upwork or how you send and receive payments. | — | Removed |
| 4 | Learn more here . | — | Removed |
| 5 | 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 LLC (“ Upwork ,” “ we ”, or “ us ”), Payment Escrow Inc. | — | Removed |
| 127 | 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. | 124 | You should seek legal advice from a licensed attorney for your particular needs. |
| 125 | Bidirectional Offers and Acceptance . | ||
| 126 | A Service Contract may be initiated by either a Client or a Freelancer through the Upwork platform. | ||
| 127 | A binding Service Contract is formed when one party affirmatively accepts an offer or counteroffer submitted by the other party through the platform. | ||
| 128 | Acceptance by either party constitutes agreement to: (a) the material terms of the Service Contract as presented on the platform at the time of acceptance; (b) the applicable Escrow Instructions (Fixed-Price or Hourly, as applicable); and (c) all applicable provisions of the Terms of Service governing that Service Contract type. | ||
| 129 | An offer or counteroffer may be withdrawn before acceptance, subject to applicable law and platform mechanics. | ||
| 130 | Once accepted, the Service Contract is binding on both parties and the applicable Escrow Instructions take effect. | ||
| 131 | Users are responsible for reviewing all material terms before accepting any offer or counteroffer. 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. | ||
| 167 | 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, what happens if a Client doesn’t pay, and related topics. 6.1 ESCROW SERVICES Payment Escrow provides escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to Upwork (“ Escrow Services ”). | 171 | PAYMENT TERM S AND ESCROW SERVICES This section describes how Upwork’s Escrow Services work and discusses your agreement to pay Freelancer Service Fees on Service Contracts, what happens if a Client doesn’t pay, and related topics. 6.1 ESCROW SERVICES Payment Escrow provides escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to Upwork (“ Escrow Services ”). |
| 229 | 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 This section describes when Freelancers receive their funds that we were holding for the Freelancers in escrow. | 233 | 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. 6.2.1 BULK PAYMENT ACTIONS Definition . |
| 234 | "Bulk Payment Action" means any of the following actions initiated by a Client with respect to two or more Fixed-Price Milestones in a single transaction session: (a) Bulk Funding: Client funds two or more Milestones simultaneously; (b) Bulk Milestone Release: Client releases payment for two or more Milestones simultaneously; (c) Bulk Bonus Payment: Client adds bonus payments to two or more Milestones simultaneously; or (d) Unified Checkout: Client funds and/or releases two or more Milestones in a single checkout flow. | ||
| 235 | Independent Transactions . | ||
| 236 | Each action within a Bulk Payment Action constitutes a separate, independent transaction and escrow instruction. | ||
| 237 | Notwithstanding that multiple transactions are initiated in a single session, Client acknowledges and agrees that: (i) each transaction is assigned a unique Transaction Identifier; (ii) each transaction is independently recorded in Client's and Freelancer's transaction history; (iii) each transaction is subject to its own applicable Service Fees; and (iv) each transaction is independently subject to the Release Conditions and Dispute Assistance provisions in the applicable Fixed-Price Escrow Instructions. | ||
| 238 | Bonus Payments . | ||
| 239 | Bonus payments initiated as part of a Bulk Payment Action are separate transactions from Milestone releases. | ||
| 240 | Each bonus is non-refundable once processed and is not eligible for Dispute Assistance. | ||
| 241 | Client authorizes each bonus payment individually. | ||
| 242 | Bonus payments are characterized as bonuses for all applicable purposes, including tax reporting. | ||
| 243 | Client Authorization . | ||
| 244 | By confirming a Bulk Payment Action, Client authorizes each individual transaction comprising that action as a separate, irrevocable instruction to Payment Escrow. | ||
| 245 | Client is responsible for reviewing and confirming all individual transactions before submitting a Bulk Payment Action. 6.3 DISBURSEMENTS TO FREELANCERS ON SERVICE CONTRACTS This section describes when Freelancers receive their funds that we were holding for the Freelancers in escrow. | ||
| 758 | Fixed Price Service Contract Escrow Instructions Version 4.8 Effective November 21st 2025 Download Table of Contents 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. | 774 | Fixed Price Service Contract Escrow Instructions Version 4.9 Effective July 20th 2026 Download Table of Contents 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. |
| 780 | Payment Escrow will release project funds held in escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery of Amounts in Escrow). 4. | 796 | Payment Escrow will release project funds held in escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery of Amounts in Escrow). 3.1 BULK MILESTONE FUNDING Client may fund multiple Milestones in a single transaction session ("Bulk Funding"). |
| 797 | Each Milestone funded through a Bulk Funding action constitutes an independent Escrow deposit and will be assigned a unique Escrow Transaction Identifier. | ||
| 798 | Bulk Funding does not constitute a Release Instruction. | ||
| 799 | Each funded Milestone remains subject to the Release Conditions set forth in Section 4 and may only be released pursuant to an explicit Release Instruction by Client. 4. | ||
| 790 | 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 Payment Escrow to immediately release project 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: Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and project funds for a Milestone or the Service Contract are held in Escrow. | 809 | A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies. 4.1.1 BULK RELEASE INSTRUCTIONS Where Client issues a Release Instruction for multiple Milestones simultaneously ("Bulk Release"), each such Release Instruction shall be deemed a separate, independent, and irrevocable authorization with respect to each individual Milestone. |
| 810 | Client acknowledges that a Bulk Release constitutes individual Release Instructions for each Milestone listed and that the Dispute Assistance rights described in Section 6 apply separately to each such Milestone. | ||
| 811 | Payment Escrow shall process each Milestone Release as a distinct transaction. | ||
| 812 | A new Transaction Identifier is not generated at release; Milestone Release events reference the original Escrow Transaction Identifier assigned at funding. 4.2 RELEASE OF FUNDS TO CLIENT Freelancer and Client authorize and instruct Payment Escrow to immediately release project 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: Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and project funds for a Milestone or the Service Contract are held in Escrow. | ||
| 820 | INSTRUCTIONS IRREVOCABLE Client and Freelancer are deemed to and hereby agree that the instruction to Paymebt Escrow and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. | 842 | INSTRUCTIONS IRREVOCABLE Client and Freelancer are deemed to and hereby agree that the instruction to Payment Escrow and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. |
| 1074 | Fee and ACH Authorization Agreement Version 12.7 Effective April 6th 2026 Download Table of Contents This Fee and ACH Authorization Agreement (this “Agreement”) is between you and Upwork Global LLC or Elance LLC as described below in Section 1 (Parties). | 1096 | Fee and ACH Authorization Agreement Version 12.8 Effective July 20th 2026 Download Table of Contents This Fee and ACH Authorization Agreement (this “Agreement”) is between you and Upwork Global LLC or Elance LLC as described below in Section 1 (Parties). |
| 1186 | If your designated bank account has not been used to initiate or receive any ACH transaction on the Site for a continuous period of twenty-four (24) months, we may inactivate your ACH payment method (" Dormant ACH UPM" ). | ||
| 1187 | We will notify you before and upon inactivation. | ||
| 1188 | To restore ACH payment capability after inactivation, you must remove and re-add your bank account, which will require completion of a new account verification step. | ||
| 1189 | Inactivation of a Dormant ACH UPM does not affect your underlying Upwork account or any other payment methods you have on file. | ||
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