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Upwork Pro for Freelancers Addendum to Upwork User Agreement

Last modified: June 25, 2015

This Upwork Pro Addendum to the Upwork User Agreement (this “Addendum”) supplements and amends the terms and conditions set forth in the click-through Upwork User Agreement applicable to the use of the features and functionality made available through the Upwork Platform on the Upwork website located at www.upwork.com, as it may be updated from time to time (the “Upwork User Agreement”). Unless otherwise expressly noted herein, this Addendum is governed by the terms of the Upwork User Agreement and each capitalized term used in this Addendum but not defined herein shall have the same meaning as in the Upwork User Agreement.

In addition to the Upwork marketplace, which allows Clients and Freelancers to identify each other and enables them to buy and sell services online, Upwork offers eligible Freelancers the opportunity to engage with Clients in a premium service whereby Freelancers that have been reviewed by Upwork or a third party for a particular category of skills are showcased to eligible Clients (“Upwork Pro Services”).

By clicking on the “Accept” button or otherwise using or receiving Upwork Pro Services on the Upwork Platform, Freelancer hereby agrees to the terms and conditions of this Addendum with respect to such Upwork Pro Services.

YOU UNDERSTAND THAT BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE USING UPWORK PRO SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS ADDENDUM. IF YOU DO NOT ACCEPT THIS ADDENDUM, YOU MAY NOT ACCESS OR USE THE UPWORK PRO SERVICES. IF YOU AGREE TO THIS ADDENDUM ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS ADDENDUM. IN THAT EVENT, THAT ENTITY WILL OWN THE ACCOUNT AND “YOU” AND “FREELANCER” WILL REFER AND APPLY TO THAT ENTITY.

Section 1. Upwork User Agreement

Freelancer acknowledges and agrees that it has validly entered into the Upwork User Agreement in order to use the Upwork Site as a Freelancer. This Addendum supplements and amends the terms and conditions of the Upwork User Agreement with respect to any Upwork Pro Services provided by or to Freelancer. Except as set forth herein, all terms and conditions of the Upwork User Agreement will apply to Freelancer’s use of the Upwork Site and the Upwork Pro Services.

Section 2. Service Contract and Compensation

For purposes of the Upwork Pro Services provided by Freelancer, the Service Contract terms and conditions set forth in the Upwork User Agreement will be deemed to be an hourly engagement for Upwork Pro Services between Freelancer and Client (the “Upwork Pro Service Contract”), unless Freelancer and Client negotiate otherwise. Each project for Upwork Pro Services performed by Freelancer will be deemed to create a separate Upwork Pro Service Contract for the applicable Upwork Pro Services. Freelancer acknowledges, understands and agrees that Upwork is not a party to any Upwork Pro Service Contract.

  • Fees. In consideration of Freelancer’s inclusion in the Upwork Pro Services and Freelancer’s use of the Site and the Site Services, Freelancer agrees to pay to Upwork a 20% service fee for all work performed for any Client that Freelancer meets through the Upwork Pro Services.
  • Freelancer Responsibilities. Freelancer acknowledges and agrees that Freelancer shall be solely responsible for undertaking the necessary research and due diligence and/or having the proper knowledge, skill, and experience to evaluate any Client and/or project information posted or provided by Upwork. Freelancer further understands and agrees that Freelancer is solely responsible for deciding whether and when to work with any Client, negotiating with Clients regarding payment rates and other Upwork Pro Service Contract terms, deciding whether to accept any offered contract, communicating with Clients regarding the Freelancer Services to be performed, and determining and controlling the manner and means by which Freelancer performs the work. Any information from Upwork regarding the foregoing shall not be construed as advice or instruction to Freelancer or as binding on Freelancer.

Section 3. Other Terms

Consent to Share Freelancer Information. Freelancer consents to Upwork sharing Freelancer’s profile and related information with Clients that request Upwork Pro Services. The information to be shared may include any information provided to Upwork by or regarding Freelancer, such as and including Personal Information, name, photographs, examples of work, information on work previously performed via the Site, skills, tests taken, test scores, pay rates, clients, feedback from clients, user name and other information that Freelancer provides to Upwork or posts on the Upwork Site.

Role of Upwork. Upwork does not independently evaluate, investigate, or otherwise conduct any due diligence regarding Clients or their projects.. Accordingly, all information regarding a Client posted on or to the Site, the platform, and or provided as part of the Upwork Pro Services, is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Freelancer’s use of or reliance on any Client information posted or provided by Upwork. Freelancer understands and agrees that Upwork does not exercise, or have the power to exercise, any control over any Client or Freelancer. Upwork does not have any power or authority to engage Freelancer to provide services to any Client, to negotiate or determine the amount or type of payment for Freelancer Services, or to authorize or cause any Upwork Pro Service Contract to start or end. Freelancer understands and agrees that Upwork does not determine or have any involvement with Freelancer work hours, work schedules, work locations or work conditions; does not train or supervise any Freelancer; does not give any instructions to any Freelancer about the Freelancer Services; and does not have any involvement with the day-to-day details of work performed by any Freelancer.

Non-Circumvention. Freelancer acknowledges and understands that the Non-Circumvention provisions of the Upwork User Agreement apply to all Clients that Freelancer meets in connection with Upwork Pro Services or the Site. If any Client asks Freelancer to conduct work outside the Site or to enter into a contract that is not subject to the Upwork Pro Services, Freelancer agrees to immediately notify Upwork in writing at [email protected].

Except as set forth in this Addendum, all other terms of the Upwork User Agreement will remain in full force and effect.