California law governs your agreement with Upwork, and any court proceedings must be filed in Santa Clara County, California, regardless of where you live.
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
This clause requires non-US users and users outside California to litigate in California if any court proceeding is permitted, which can be impractical and costly for most individual users.
Interpretive note: Enforceability of the Santa Clara County forum selection clause against international consumers and users in states with strong consumer protection forum rights may vary; applicable local law may override this provision in certain jurisdictions.
The updated terms introduce Upwork Now, a pilot feature with modified terms for how hiring and freelancer sourcing operate. Clients using Upwork Now must maintain a minimum positive account balance or active payment method to send offers or messages to freelancers. The agreement states that freelancers may receive multiple simultaneous invitations and remain free to decline or accept offers from other sources without explanation. Due dates specified when posting jobs are informational only and do not create binding commitments unless explicitly included in the signed contract. Upwork does not guarantee that automatically recommended freelancers are available, qualified, or interested, and reserves the right to modify or suspend beta features at any time without notice. You can review the full Upwork Now Beta Addendum in the updated Terms of Service document.
View change record →The updated terms establish a framework for beta participants to use AI agents that automate certain Upwork tasks. The terms authorize agents to perform read-only actions (search jobs, view profiles) and draft actions that require user confirmation (submit proposals, send messages, post jobs), but explicitly restrict agents from executing binding actions such as signing contracts or moving money. The terms state that users are responsible for all actions the agent takes and that agent-generated communications must carry a mandatory disclosure label. You can revoke agent access through the App Authorization page at any time.
View change record →The updated policy no longer explicitly commits to treating EU, UK, and Swiss residents' data according to Data Privacy Framework Principles or describes Upwork's certification status with the U.S. Department of Commerce. This removes transparency about the legal mechanism protecting cross-border data transfers for affected users. The policy retains a right to request data transfer documents by contacting Upwork, but no longer explains what frameworks or certifications apply.
View change record →Users outside California who are permitted to bring court claims must do so in Santa Clara County, creating a geographic and financial barrier to legal action for most individual users.
How other platforms handle this
In the EU and EEA, the choice of Texas governing law shall not apply only where a mandatory consumer protection law explicitly prohibits such choice of law provisions.
For any claims that are not subject to arbitration...U.S. Residents: Delaware law; venue exclusively in the state or federal courts in New Castle County, Delaware
These Terms are governed by the laws of the State of California and the United States without regard to conflicts of laws provisions
"These 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. Any disputes not subject to arbitration shall be resolved exclusively in the state or federal courts located in Santa Clara County, California.Excerpt from Upwork's Terms of Service
REGULATORY LANDSCAPE: Choice of law and forum selection clauses are generally enforceable in commercial contracts under US federal common law, but may be subject to consumer protection limits in the EU, UK, and certain states.
Enforcement risk, jurisdiction flags, contract triggers, and due diligence action items.
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This clause requires non-US users and users outside California to litigate in California if any court proceeding is permitted, which can be impractical and costly for most individual users.
Users outside California who are permitted to bring court claims must do so in Santa Clara County, creating a geographic and financial barrier to legal action for most individual users.
ConductAtlas has identified this type of provision across 267 platforms. See the full comparison.
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