Common use of MAKING PAYMENTS THROUGH UPWORK Clause in Contracts

MAKING PAYMENTS THROUGH UPWORK. You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (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 party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User. Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to: Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site. Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users. Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site. You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: ▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt- Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

MAKING PAYMENTS THROUGH UPWORK. You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.15.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Upwork Relationship”). Upwork only receives this the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the time you identify or are identified by any party through the Site 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 party person or arising out of your relationship with that party person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Upwork RelationshipConversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to: Submit proposals • Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, work withinvoice, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contract, invoicepay, or receive payment outside in any manner other than through the Site. • Invoice or report on the Site or in an Opt-Out a Conversion Fee request an invoice or payment amount lower than that actually agreed agreed, made, or received between Users. • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off other than through the Site. You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of other than through the Site in violation of this Section 7.17 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: ▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇here. You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt- Out Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

MAKING PAYMENTS THROUGH UPWORK. You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.15.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Upwork Relationship”). Upwork only receives this the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the time you identify or are identified by any party through the Site start of an Upwork Relationship (the “Non-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 party person or arising out of your relationship with that party person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Upwork RelationshipConversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Non- Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to: Submit proposals • Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, work withinvoice, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contract, invoicepay, or receive payment outside in any manner other than through the Site. • Invoice or report on the Site or in an Opt-Out a Conversion Fee request an invoice or payment amount lower than that actually agreed agreed, made, or received between Users. • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off other than through the Site. You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of other than through the Site in violation of this Section 7.17 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: ▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇here. You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt- Out Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

MAKING PAYMENTS THROUGH UPWORK. You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.15.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Upwork Relationship”). Upwork only receives this the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the time you identify or are identified by any party through the Site 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 party person or arising out of your relationship with that party person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Upwork RelationshipConversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to: Submit proposals • Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, work withinvoice, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contract, invoicepay, or receive payment outside in any manner other than through the Site. • Invoice or report on the Site or in an Opt-Out a Conversion Fee request an invoice or payment amount lower than that actually agreed agreed, made, or received between Users. • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off other than through the Site. You further agree you will not initiate unsolicited communications with any User outside of the Site, including, without limitation, using any information found on the Site such as name, company name, or other information on the Site, to solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User. You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of other than through the Site in violation of this Section 7.17 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: ▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇here. You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt- Out Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

MAKING PAYMENTS THROUGH UPWORK. You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (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 party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User. Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to: Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site. Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users. Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site. You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: ▇▇▇▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt- Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.