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 determines the substantive legal framework applied to the agreement and designates the exclusive venue for litigation, which affects both parties' procedural obligations and the jurisdictional framework for dispute resolution.
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 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.
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"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 Upwork 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. EU consumer protection law generally prohibits forum selection clauses that require consumers to litigate in a different member state from their domicile. GOVERNANCE EXPOSURE: Medium for US users, high for international users. The Santa Clara County forum requirement creates a practical barrier to court access for users outside Northern California, compounding the effect of the mandatory arbitration clause by making the residual court pathway effectively inaccessible for most individual users. JURISDICTION FLAGS: EU and UK consumers retain rights to litigate in their home jurisdiction under applicable consumer protection directives regardless of this clause. Australian and Canadian users may similarly retain home jurisdiction rights under applicable consumer law. Non-California US users face the forum selection barrier but this is standard practice for California-headquartered companies. CONTRACT AND VENDOR IMPLICATIONS: Enterprise clients outside California should assess whether this governing law and forum selection is acceptable for their risk management frameworks, and whether negotiation of alternative dispute resolution or forum terms is feasible at their account tier. COMPLIANCE CONSIDERATIONS: Legal teams advising international users should confirm which aspects of the governing law clause are overridden by mandatory local law protections in their jurisdiction. The interaction between California law, the arbitration clause, and applicable local consumer law creates layered jurisdictional complexity that warrants jurisdiction-specific review.
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This clause determines the substantive legal framework applied to the agreement and designates the exclusive venue for litigation, which affects both parties' procedural obligations and the jurisdictional framework for dispute resolution.
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.
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