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Upwork Terms of Service: What Freelancers Should Check

This page is general information, not legal advice.

Most freelancers accept the Upwork User Agreement (Version 8.2, effective July 20, 2026) without reading it. Here are five clauses that affect your files and pay, quoted from the official agreement.

You can't negotiate Upwork's terms individually, so "what to ask for" means settings you control, written questions to Upwork, and terms you agree with your client.

1. The AI training license

Unless you opt-out on the Site, you agree to grant Upwork an irrevocable, perpetual, non-exclusive, royalty-free, and worldwide license to use all User Content that you send or receive through the Upwork platform, including Work Product that you own or come to own under a Service Contract, to improve AI models

Source: https://www.upwork.com/legal, retrieved 2026-10-29.

Why it works against you

You are opted in by default. The license covers content you receive as well as send, so client files under an NDA may be covered. It applies to content shared while opted in, but is "irrevocable" and "perpetual". See perpetual content licenses explained and NDA red flags.

What to ask for instead

Check your AI setting before sharing client material, and ask support in writing what happens to content shared before you opted out.

Sample wording to propose: "Upwork may use User Content for AI training only where the User has expressly opted in, and this license ends when the User opts out."

2. Non-circumvention and the Conversion Fee

for 24 months from the start of an Upwork Relationship (the “ Non-Circumvention Period ”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship

Source: https://www.upwork.com/legal, retrieved 2026-10-29.

a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Upwork Relationship, unless Client and Freelancer have had an Upwork Relationship for at least two (2) years.

Source: https://www.upwork.com/legal, retrieved 2026-10-29.

Why it works against you

If an Upwork client wants to work with you directly, one of you may owe a non-refundable fee. The restriction covers work "directly or indirectly" connected to that client, but not relationships that began before you met on the Site.

What to ask for instead

Document client relationships that predate Upwork, and before moving a client off the platform, agree in writing who pays the fee. Fiverr's terms handle off-platform work similarly; freelance contract red flags covers the direct contract that follows.

Sample wording to propose: "Client will pay any Upwork Conversion Fee required to move this engagement off the platform, and Freelancer's rates will not be reduced to offset it."

3. Payment holds

Payment Escrow may refuse to process, may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us ... as we deem appropriate in our sole discretion if: ... (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback ... Payment Escrow will release the hold as soon as practicable.

Source: https://www.upwork.com/legal, retrieved 2026-10-29.

Why it works against you

Earned money can be held at Upwork's "sole discretion", with no release deadline beyond "as soon as practicable". If you rely on one large contract, a hold can hurt cash flow.

What to ask for instead

Keep identity and tax details current and use milestones for large projects. If funds are held, ask support in writing why and when they will be released.

Sample wording to propose: "Upwork will tell the Freelancer the reason for any hold within [X] business days and release the funds within [Y] days after the requested information is provided."

4. The liability cap

The liability of Upwork ... to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500 or (b) any fees retained by Upwork ... during the six-month period preceding the date of the claim.

Source: https://www.upwork.com/legal, retrieved 2026-10-29.

Why it works against you

The cap is the lesser of the two amounts. If Upwork has kept few fees from you, your cap may be tiny, even if a platform error costs far more. Lost profit and business opportunities are also excluded. More in limitation of liability explained.

What to ask for instead

Withdraw earnings regularly instead of leaving large balances on the platform.

Sample wording to propose: "This limit does not apply to Freelancer Fees held in escrow or otherwise owed to the Freelancer."

5. Individual arbitration

By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by individual arbitration.

Source: https://www.upwork.com/legal, retrieved 2026-10-29.

Why it works against you

Disputes go to private, individual arbitration, not court, and the decision is final and binding. Freelancers with the same problem may have to bring claims one at a time. See mandatory arbitration explained.

What to ask for instead

Check the full dispute section for an opt-out process and its deadline. How this applies may depend on where you live, so ask a qualified lawyer.

Sample wording to propose: "Either party may bring an individual claim in small claims court, and the User may opt out of arbitration by written notice within [X] days of accepting this Agreement."

Scan your own document free

Terms change between versions, and client contracts add their own clauses. Paste your terms into the Terms of Service checker, or use the freelance contract review for a direct client agreement. In about a minute, each scan quotes each risky clause and suggests what to ask for instead. The free preview shows the risk count and first two findings; the full report is a one-time $5 per document.

This page is general information, not legal advice.

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