Terms - Xandria Staffing Inc

Xandria Staffing

Terms and Conditions

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1. Introduction

When you create an account on Xandria Staffing, we require that you follow our Terms of Service (TOS).

This is important: This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Xandria Staffing Inc. (“Xandria Staffing,” “we”, or “us”), governing your use of Xandria Staffing’s site and site services. You understand that by using Xandria Staffing Site or Site Services (which generally means using in any way our work marketplace xandriastaffing.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Xandria Staffing’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Fee and ACH Authorization Agreement, Privacy Policy, Terms of Use, applicable Instructions and this User Agreement. You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.

If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 10). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit xandriastaffing.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have the authority to agree to the Terms of Service on behalf of that business or legal entity.

2. Your Use of the Sites

1. About licenses and third party content

On here we’ve included the conditions for using our site, which we do our best to keep running smoothly (1a). That means we have the right to stop people from using our site and services if needed (1b).

You can’t use our intellectual property (1c), but you can post your own content to Xandria Staffing. You’re responsible for this content (1d), we’re not responsible for content you come across from other users (1e). If you think someone is using something you’ve copyrighted, just let us know (1f).

1a We let you use our site and services

Technically, we’re giving you a ‘limited license’ to the site. Here’s what that means.

We’re happy for you to access our website and services (known as the services). You’re free to have this access (or limited license) as long as you follow our terms of use as they apply to you.

We’ll do our best to make sure our services are safe and working as they should, but we can’t guarantee you’ll have access continuously. In fact, we might even stop providing certain features or services completely and don not have to give notice if we do.

1b We can stop letting you use our services

We can take away your right to use our services at any time.

If you violate our Terms of Use and service, we can take away your access to our site. Officially, this is called terminating your license, and if it happens, we will tell you and you must stop using our services immediately.

1c We keep the rights to our intellectual property

Using our services doesn’t mean you can use any of our trademarks or other intellectual property, like copyrights and patents. We keep all of our rights to our intellectual property, even though we let you use our services.

1d You can use Xandria Staffing to share your content with the world

1. You’re responsible for what you post

2. Other people have some rights to what you post

3. We’re open to your ideas

5. Third parties post on our site too

2. What you’re allowed to do on our site

You can only use our services for work and to learn from the information we share.

Our site and services were made to be used for business, not for personal or consumer use. We run our marketplace to help users find each other, build working relationships, and make and receive payments for that work.

You can also use some of our services to get information we think might be interesting and useful for our site visitors and users. While we do our best to make sure that this information is timely and accurate, there might sometimes be mistakes. We don’t make any guarantees about information posted on our site, so never use it as tax or legal advice. And you should always double-check the information for yourself.

**3. What you’re not allowed to do on our site**

Certain uses of the site are not allowed. Here we go into much more depth about those things, including:

posting unacceptable content
acting in a misleading or fraudulent way
treating others unfairly
abusing our feedback system
other uses that aren’t allowed

You’re not allowed to use our services to do (or encourage others to do) anything that is illegal, fraudulent or harmful. If you don’t see something on one of the lists below, you shouldn’t assume it’s allowed. When in doubt, contact us to check.

4. Enforcing our terms of use

If you break any of these rules, we can suspend your account and stop you from using our site. If you see someone else breaking these rules, please let us know.

If Client and Talent enter into an Hourly Contract, if Client makes a bonus or expense payment to Freelancer, or if you use our Payroll, this Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions (“Agreement”) applies.

To the extent permitted by applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

This Agreement hereby incorporates by reference the Terms of Service.

1. DIGITAL SIGNATURE

By clicking to accept an Hourly Contract or make a bonus payment, the Client and the Talent are deemed to have executed this Agreement electronically, effective on the date the Talent clicks to accept an Hourly Contract. Doing so constitutes an acknowledgment that the Client and the Talent agree to conduct the transaction electronically, and are able to electronically receive, download, and print this Agreement.

2. MAKING OR RECEIVING AN HOURLY PAYMENT

2.1 WEEKLY HOURLY INVOICES

For Hourly Contracts, the weekly billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC.

By recording time worked and allowing an Hourly Invoice to be created based on the time recorded, the Talent represents and warrants that (y) The Talent has completed the applicable Services fully and satisfactorily; and the hours The Talent reports are true, accurate, and complete.

2.2 HOURLY INVOICE REVIEW

Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of the Friday following submission of the Hourly Invoice. Payments will be held in escrow during the Dispute Period (defined below), providing four additional days to review and dispute the invoice before funds are released. During the Dispute Period, the Client may initiate a Dispute as to some or all of the time invoiced on the Hourly Invoice.

On the Friday of the week following the submission of the Hourly Invoice, the Client will be deemed to have approved all undisputed amounts on the Hourly Invoice and irrevocably instructed Xandria Staffing to release escrow funds as described in this Agreement.

Notwithstanding the foregoing, all hours recorded and submitted by the Payroll Employee on our website will be deemed approved by Client automatically, and Client authorizes and irrevocably instructs Xandria Staffing to release payments for those hours to be paid to the Staffing Provider by Client’s account each Monday following the week in which the hours were worked. Client may not reject time or file a Dispute for Payroll Employee time worked.

3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

Client may also make a bonus, tip, expense, or other miscellaneous payment to The Talent using the Site. To make such a payment to a Freelancer, the Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to The Talent, Client irrevocably instructs Xandria Staffing to release escrow funds as described in this Agreement.

5.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

Client and Freelancer have submitted joint written instructions for a Release.
Client has approved all or a portion of the Freelancer’s Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that the Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
The Talent is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of our Payroll.
Xandria Staffing reviews the Client’s dispute of amounts invoiced on The Talent’s Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or the Client’s instructions.
The Client initiates a Dispute with respect to The Talent’s Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and the Client and The Talent resolve the dispute without the assistance of Xandria Staffing.
Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
We believe, in our sole discretion, that fraud, an illegal act, or a violation of Upwork’s Terms of Service has been committed or is being committed or attempted, in which case Client and The Talent hereby irrevocably authorize and instruct us to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

6. PAYMENT PROTECTION

Xandria Staffing provides limited payment protection to Users as detailed in this Section 6 (“Hourly Payment Protection“).

6.1 FOR the Talent

In the rare event that a Freelancer’s Client does not make payment for legitimate services performed by The Talent, Xandria Staffing will provide Hourly Payment Protection to the Freelancer as a membership benefit to foster fairness, reward loyalty, and encourage the Talent to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Freelancer only if all of the following criteria are met in Xandria Staffing’s sole discretion:

Both Client and Freelancer must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract, and must agree to automatically pay for hours billed by The Talent through Work Diaries.
The Talent’s Account must be in good standing at the time of the payment at issue, including, for example, completion of the identity verification process, tax information, and any other similar requests or requirements.
The Talent must have enabled and used Work Diaries to document any and all hours covered by the Hourly Payment Protection for The Talent.
Prior to any Hourly Invoice being submitted, The Talent must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.
The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.
The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
Within five days after notification of rejected or unpaid time, The Talent must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.

Upwork will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Payment Protection does not apply to: (a) hours invoiced for work not agreed to or authorized by Client; (b) bonus payments; (c) refunds; (d) manual time; (e) time added after Client has disputed a billing and before the resolution of that dispute; (6) Fixed-Price Contracts; (f) hours reported by Payroll Employees; (g) any payments on Hourly Contracts where the Hourly Contract or the services provided thereunder are prohibited by the Terms of Service; (h) hours billed by Freelancers whom Upwork believes, in its sole discretion, to be aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (i) Freelancers whom Upwork believes, in its sole discretion, to be involved in actual fraudulent activities or abuse of this Payment Protection.

The maximum rate per hour protected by Upwork to Freelancer under the Hourly Payment Protection for Freelancers is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Freelancer on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Freelancer’s area (such determination to be made in Upwork’s sole discretion). The maximum amount of coverage under the Hourly Payment Protection for Freelancers for the life of a relationship between the same Client and Freelancer is $2,500 or 50 hours logged in Work Diary at Freelancer’s average hourly rate billed to Client, based on whichever is less.

6.2 FOR CLIENTS

Freelancer authorizes and instructs Upwork to adjust the Hourly Invoice to remove invoiced hours that are not (a) clearly related to either the Hourly Contract terms or work agreed to by the Client, and (b) within the hours authorized in the Hourly Contract for the week, subject to and conditioned on the following terms:

Both Client and Freelancer must agree to use Work Diaries as part of the Hourly Contract terms.
Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Freelancer in the Hourly Invoices. Within the Hourly Invoice Review Period, Client must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries.

Upwork will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Protection for Clients only protects Client from the obligation to pay for Freelancer’s work if the documented hours worked are not clearly related to the Hourly Contract requirements or Client instructions in the Work Diaries. If Client has requested that the Freelancer use functionality of the Site or third-party software that hides, blurs, or distorts images in the Work Diary, the screenshots will be deemed to be “clearly related” to the Hourly Contract requirements for purposes of the Client’s eligibility for Hourly Payment Protection. Hourly Payment Protection for Clients does not create any warranties, express or implied, beyond those expressly stated in the User Agreement.

Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2) Hourly Contracts using Upwork Payroll; or (3) hours billed by Freelancers who are aware of or complicit in another User’s violation of this Agreement or the Terms of Service.

7. DISPUTES BETWEEN CLIENT AND FREELANCER

7.1 DISPUTES INITIATED VIA THE PLATFORM

For Hourly Contracts, Client may dispute Freelancer’s hours invoiced on the Hourly Invoice for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the five days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Invoice of every Hourly Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Freelancer Services and Freelancer Fees and can no longer dispute them. Disputes handled by Upwork can only address the hours billed, not the quality of the Freelancer Services or the Work Product provided under Hourly Contracts. If Client disputes Freelancer’s hours invoiced in the Hourly Invoice under an Hourly Contract during the Dispute Period, Client and Freelancer are encouraged to resolve the dispute between themselves. If Client and Freelancer fail to come to a resolution, Upwork will promptly investigate the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with Client’s and Freelancer’s instructions in these Escrow Instructions. Upwork’s determination of such dispute shall be final.

If Client’s payment is unsuccessful, Upwork will review the Weekly Invoice to determine if it qualifies for Hourly Payment Protection. If Upwork, in its sole discretion, determines that the Weekly Invoice qualifies for Hourly Payment Protection, it will make payment to the Freelancer to cover the Hourly Invoice on behalf of the Client. In the event that Upwork makes payment on behalf of the Client, Freelancer hereby irrevocably assigns any right, title or interest in any payment from Client to Upwork for the amount paid by Upwork.

Client may choose to approve Freelancer’s Weekly Invoice prior to the end of the Dispute Period thereby releasing payment for the Weekly Invoice. If Client releases payment to Freelancer prior to the end of the Dispute Period, Client certifies that it approves the Weekly Invoice, accepts the work, and waives any further right to dispute the work or Weekly Invoice through Upwork’s Dispute Assistance (defined below).

You acknowledge and agree that Upwork Escrow or its Affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Freelancer. You further acknowledge and agree that Upwork and Affiliates are not and will not be a party to any dispute between a Client and Freelancer over an Hourly Invoice or Hourly Contract.

Clients may not dispute hours worked with respect to any worker engaged as an employee through Upwork Payroll. The Dispute Period does not apply and payments are released immediately upon completion of the Hourly Invoice for the prior week for Hourly Contracts where the Client has one or more Service Contracts using Upwork Payroll.

7.2 UPWORK DISPUTE ASSISTANCE

Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Client to Freelancer. If Client or Freelancer contacts Upwork via support ticket within 30 days of the date of the last payment from Client to Freelancer and requests non-binding dispute assistance for any dispute among them (a “Dispute”), Upwork will attempt to assist Client and Freelancer by reviewing the Dispute and proposing a mutual, non-binding resolution. Upwork will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.

The Upwork Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation.
If both Client and Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
The proposed resolution is non-binding; Client and Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that Upwork Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
If Client or Freelancer rejects Upwork’s proposed, non-binding resolution then Client and/or Freelancer must pursue the Dispute independently.
Upwork reserves the right to review the Freelancer’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct Upwork Escrow to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.

Dispute Assistance does not apply to Freelancer Services using Upwork Payroll.

8. REFUNDS AND CANCELLATIONS

Client and Talent are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Freelancer may issue a refund via the Xandria Staffing platform up to the full amount paid on the Hourly Contract.

10. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by Upwork to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Upwork, for checking their registered email address and for responding to notices sent by Upwork to the User’s registered email address.

11. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance program must be resolved in accordance with the terms in the Dispute Assistance program. All claims filed or brought contrary to the Dispute Assistance program will be considered improperly filed, unless otherwise required by law, and Upwork will have the right to take any other action, including suspension or termination of your User Account, as defined in Section 1.4 of the User Agreement, which may impact your ability to withdraw funds, and any other legal action as Upwork deems appropriate in its sole discretion.

12. ABUSE

Upwork, in its sole discretion, reserves the right to suspend or terminate your User Account, as defined in Section 1.4 of the User Agreement, immediately upon giving notice to you if Upwork believes you may be abusing the Dispute Assistance program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any contracts that existed prior to termination will be subject to the Terms of Service.

13. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

Xandria Staffing merely provides a platform for Internet payment services. We do not have any responsibility or control over the Talent’s Services that the Client purchases. Nothing in this Agreement deems or will be interpreted to deem Xandria Staffing as Client’s or the Talent’s agent with respect to any Talent’s Services or expand or modify any warranty, liability, or indemnity stated in the Terms of Service. For example, Xandria Staffing does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

Upwork Global Inc. (“Upwork,” “our,” “us,” or “we”) respects the intellectual property rights of others and seeks to offer a platform which contains no content that violates those rights. To promote these objectives, we provide a process for submission of complaints concerning content posted by our users. Our policy and procedures are described and referenced below.

Copyright Infringement Claims

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), Upwork has procedures for receiving written notification of claimed copyright infringement. Upwork has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may submit a written communication that contains all of the following:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A description of the copyrighted work that you claim has been infringed. Provide a URL or link to where the material is located, if possible.
A description specifying the location on our website(s) of the material that you claim is infringing, including a URL or link to where the material is located. Provide information reasonably sufficient to enable us to locate it.
Your email address and your mailing address and/or telephone number.
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Upwork’s Legal Department is its designated agent under the DMCA. Please submit your notice to Upwork’s Legal Department by submission of this online form or by email to legalnotices@upwork.com.

In response to a notice, Upwork may remove or disable access to the allegedly infringing material, and take such other actions Upwork deems appropriate in its sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter-Notice”) as described below.

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (g)(3) of the DMCA. You may provide a written communication that contains all of the following:

Your physical or electronic signature.
Identification of the material removed or to which access has been disabled, including the specific URL or link.
A statement under penalty of perjury that you have a good-faith belief that removal or disablement of the material was a mistake or that the material was misidentified.
Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Northern District of California (Santa Clara County), if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to Upwork’s Copyright Agent by submission of this online form or by email to legalnotices@upwork.com.

Trademark and Other Intellectual Property Right Infringement Notices

For claims of trademark infringement or other claims of intellectual property infringement, you must similarly provide us with clear information about the location of the allegedly infringing work, including the URL or link where the work is located; complete information about your trademark or other intellectual property rights, including identifying the trademarked word(s) or symbol(s), trademark registration number(s), and a direct link to the trademark record(s), if available; and your contact information (name, physical address, email address and telephone number). Please also indicate your relationship to the trademark holder, including whether you are the trademark holder or whether you are an authorized representative for the holder.

Please submit your notice to Upwork’s Legal Department by submission of this online form or by email to legalnotices@upwork.com.

3. Content and Ideas

This policy describes how Upwork uses cookies and other related technologies (collectively referred to as “cookies”) when you interact with us on http://www.upwork.com (the “Site”) as set forth in the Upwork Privacy Policy.

By visiting or using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop or update your cookie preferences by changing the settings in your browser (more information on how to do this is provided below) or adjusting the settings at the bottom of the homepage labeled “Cookie Settings”. We may modify this Agreement without notifying you, so please check back often for updates.

WHAT ARE COOKIES?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them, or by other websites that use the same cookies. First- party cookies are cookies that belong to Upwork, or are placed on your device by Upwork. Third-party cookies are cookies that another party places on your browsing device through our Site.

WHAT ARE COOKIES USED FOR?

Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

WHAT TYPES OF COOKIES DOES UPWORK USE?

To provide you with the best browsing experience, Upwork uses the following types of cookies: Strictly Necessary, Performance, Functional, and Targeting Cookies. You can find out more about each cookie category in the sections below.

STRICTLY NECESSARY COOKIES

These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided. These cookies cannot be switched off in our systems, because they are necessary for Site functionality. While you can set your browser to block or alert you about these cookies, some or all parts of the Site may not function.

PERFORMANCE COOKIES

These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies gather only aggregated or anonymous information that does not identify you.

FUNCTIONALITY COOKIES

These cookies allow the Site to remember choices you make (such as your username or the region you’re in). For instance, the Site uses functional cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. They may be set by us or by third party providers whose services we have added to our pages. If you do not allow these cookies then some or all of these services may not function properly.

TARGETING COOKIES

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.

HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

How to control and delete cookies through your browser

The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” functions). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site ( e.g. to apply for a job or post a job. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.

Also, you may update your cookie preferences by clicking the “Cookie Settings” button at the bottom of the Site’s homepage.

CONTACTING US

If you have any questions about this Cookie Policy, please contact us at https://support.upwork.com/home or by mail addressed to Attn: Legal, 655 Montgomery Street, Suite 490, DPT 17022, San Francisco, CA 94111-2676, USA.

WHAT ARE COOKIES?

WHAT ARE COOKIES USED FOR?

WHAT TYPES OF COOKIES DOES UPWORK USE?

STRICTLY NECESSARY COOKIES

PERFORMANCE COOKIES

FUNCTIONALITY COOKIES

TARGETING COOKIES

HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?

How to control and delete cookies through your browser

Also, you may update your cookie preferences by clicking the “Cookie Settings” button at the bottom of the Site’s homepage.

CONTACTING US

If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.

This Agreement is a binding legal agreement by and between Client (“Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork Payroll.

1. UPWORK PAYROLL STAFFING PROVIDER

When a Client uses Upwork Payroll, which is described on the Site here (“Upwork Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.

Your ability to use Upwork Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Upwork Payroll may be rejected for any lawful reason.

2. INTERNATIONAL PAYROLL SERVICES

Upwork Payroll is currently only available for Freelancers who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting upworkpayroll@upwork.com.

3. HIRING PROCESS

As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Upwork Payroll. No work can begin until the engagement is active on the Upwork Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for each Freelancer’s services through the Site unless Client pays the Opt-Out Fee.

4. HIRING DECISIONS; LIMITATIONS ON HIRING

Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Upwork 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 Client’s use of or reliance on any Freelancer information posted or provided by Upwork.

The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.

5. DISCLAIMER OF LIABILITY FOR UPWORK

Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Upwork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Upwork expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Upwork and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.

6. UPWORK PAYROLL SERVICES

The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.

7. WORK ENVIRONMENT

Client acknowledges and agrees that neither Upwork nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.

8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT

Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.

If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.

Client will inform Staffing Provider through Upwork (at upworkpayroll@upwork.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.

If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.

Client acknowledges and agrees that Payroll Employees are not employees of Upwork and that Upwork does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Upwork does not have the power or ability to require a Freelancer to start or stop work; (b) Upwork does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Upwork merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Upwork is not an employer or joint employer of the Freelancer.

9. COMPLIANCE WITH LEGAL REQUIREMENTS

With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.

Client will immediately inform Staffing Provider through Upwork (at upworkpayroll@upwork.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.

All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.

10. PAYING PAYROLL EMPLOYEES

10.1 General Payment Obligations

Your payments for Upwork Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.

You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Upwork. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.

10.2 CLIENT BILL RATE; PAYROLL EMPLOYEE PAY RATE

The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees. The Client will pay Upwork’s service fees for the use of the platform and the use of Upwork Payroll (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are paid by the Client, and there are no Upwork fees paid by Freelancers for engagements using Upwork Payroll.

To use Upwork Payroll, Client acknowledges and agrees that the Pay Rate on Upwork must be at least the minimum wage in the location where the Payroll Employee works.

In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email upworkpayroll@upwork.com.

10.3 FUNDING AND MAKING PAYMENTS

Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Upwork or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.

11. REQUIRED NOTIFICATIONS

Client can provide notices required under this Agreement to upworkpayroll@upwork.com.

Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.

Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.

Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to upworkpayroll@upwork.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.

Client also will provide Upwork notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).

12. INDEMNIFICATION

In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Upwork and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Upwork or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Upwork or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Upwork.

13. CHANGE OF STAFFING PROVIDER

Upwork may enter into a contract with a new provider or multiple providers to act as the employer of Payroll Employees (“New Company”) and may end or change contracts with existing providers. If requested as a result of such changes, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Upwork Payroll.

14. TERMINATION OF UPWORK PAYROLL

Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Upwork Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.

Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.

Upon the Termination Date, Upwork will immediately be released from such obligations as are permitted by law, but Upwork and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.

15. GENERAL PROVISIONS

15.1 Governing Law

This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and Upwork must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”

15.2 SEVERABILITY

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.

15.3 NO ASSIGNMENT

This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 WAIVER

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.5 EXECUTION AND DELIVERY; BINDING EFFECT

The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

16. CONTACTING US

If you have any questions, or need assistance, please contact upworkpayroll@upwork.com.