Upwork Terms of Service

This document governs use of the Upwork platform, a freelance marketplace connecting clients and independent contractors, and establishes the legal basis for all transactions, account usage, and platform participation under Upwork's User Agreement. The terms authorize Upwork to charge service fees on earnings (a tiered percentage applied to freelancer billings), grant Upwork a broad license to use content posted on the platform, and establish that Upwork acts as an agent for payment collection purposes rather than as a party to underlying service contracts. Notably, the agreement asserts that disputes between users and Upwork are subject to binding arbitration with a class action waiver, a provision that restricts collective legal recourse and may be subject to enforceability challenges in certain jurisdictions including California; the agreement also claims Upwork is not liable for disputes between clients and freelancers, which narrows platform accountability in ways that diverge from marketplace operator norms in some regulatory contexts. The agreement engages the FTC Act with respect to marketplace and payment practices, California consumer protection law given Upwork's Santa Clara headquarters and large California user base, and GDPR where EU-based users participate; financial service fee disclosures and payment processing terms may also warrant review under applicable state money transmission and payment regulations. Compliance teams should note that the mandatory arbitration and class action waiver provisions, combined with the broad content license and fee structures, represent the highest-priority review areas for both consumer-facing and B2B procurement contexts.