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The agreement includes provisions governing account termination, the handling of account data following closure, and which contractual obligations survive termination, with specific terms described in Sections 13.1 through 13.3.
This analysis describes what Upwork's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
Termination and data retention provisions govern what happens to a user's data and contractual obligations after account closure, which is operationally significant for freelancers and clients who may wish to close accounts while preserving access to historical payment records or work history.
Interpretive note: The specific data retention periods, deletion procedures, and survival provisions in Sections 13.1 through 13.3 were not reproduced in the provided document excerpt, limiting assessment of their scope.
The updated terms establish that when clients fund, release, or pay bonuses for multiple milestones in a single transaction session (a 'Bulk Payment Action'), each transaction is treated as a separate, independent, and irrevocable authorization to Payment Escrow. The revised language explicitly states that each transaction receives its own unique transaction identifier, is independently recorded in transaction history, is subject to its own service fees, and is independently subject to dispute assistance rights. Clients must review and confirm all individual transactions before submitting a bulk action. Additionally, the updated Fee and ACH Authorization Agreement states that unused ACH payment methods will be inactivated after 24 months of non-use, with advance notification provided.
View change record →The updated terms establish a new beta feature allowing invited users to connect third-party AI agents to their Upwork accounts. Agents can read information and draft communications (proposals, job posts, messages) without per-action confirmation, but cannot autonomously move money or finalize contracts; those actions require the user to authenticate and confirm on Upwork directly. Users are responsible for all agent actions and must ensure agent-generated content carries mandatory disclosure labels; submitting proposals through agents consumes Connects and incurs fees regardless of whether the user approves the draft-confirm action. You can revoke agent access by visiting the App Authorization page, and these beta terms apply only until you accept replacement terms.
View change record →Upwork's privacy policy previously disclosed that it complied with the U.S. Data Privacy Framework and certified adherence to its Principles regarding how it processes personal data from EU, UK, and Swiss residents. The updated policy removes nearly all of this language, including the explicit commitment to Data Privacy Framework Principles and the statement that those Principles would govern in case of conflict with other policy terms. Users in the EU, UK, and Switzerland no longer have a clear, policy-level statement of the legal framework protecting their data when transferred to the U.S., which may reduce transparency about data protection safeguards. You may contact Upwork to request copies of the data transfer mechanism documents it uses.
View change record →Under these provisions, account closure does not terminate all obligations under the agreement, and the handling of account data following closure is governed by the terms described in Section 13.2; certain provisions including the AI training license are explicitly stated to survive termination.
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"13. Agreement Term and Termination 13.1 Termination 13.2 Account Data on Closure 13.3 SurvivalExcerpt from Upwork's Privacy Policy
(1) REGULATORY LANDSCAPE: Data retention and deletion obligations following account closure engage GDPR Article 17 (right to erasure) for EU users, CCPA deletion rights for California residents, and applicable data retention requirements under financial services and tax regulations for payment-related records. (2) GOVERNANCE EXPOSURE: Medium. The survival of the AI training license post-termination, combined with GDPR erasure rights, creates potential tension that compliance teams should assess, particularly for EU users who submit deletion requests after account closure. (3) JURISDICTION FLAGS: EU and UK users have statutory erasure rights that may interact with the agreement's survival clauses; California residents have CCPA deletion rights; financial records may be subject to mandatory retention periods under US tax law that override deletion requests for specific data categories. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise clients should assess whether account closure procedures preserve access to historical contract records, payment receipts, and tax documentation required for their own financial reporting and audit obligations. (5) COMPLIANCE CONSIDERATIONS: Legal teams should review the specific data retention periods and deletion procedures in Section 13.2 and the Privacy Policy to map which data categories are retained post-closure, for what periods, and on what legal basis, and should assess whether the erasure request process is operationally integrated with account closure workflows.
Termination and data retention provisions govern what happens to a user's data and contractual obligations after account closure, which is operationally significant for freelancers and clients who may wish to close accounts while preserving access to historical payment records or work history.
Under these provisions, account closure does not terminate all obligations under the agreement, and the handling of account data following closure is governed by the terms described in Section 13.2; certain provisions including the AI training license are explicitly stated to survive termination.
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