These Direct Contract Terms apply to Direct Contracts active on Upwork prior to February 28, 2024, and will

sunset on
April 1, 2024. As of April 1, 2024, updates to our Direct Contracts offering will take effect on all Direct Contracts, and the
terms that apply to all Direct Contracts will be outlined in our User Agreement, Fee and ACH Authorization Agreement,
and the applicable Escrow Instructions.

These Upwork Direct Contracts Terms (“Direct Contracts Terms”) define the terms and conditions under which Upwork
offers and you agree to use Upwork’s Direct Contracts service, as described in these terms (“Direct Contracts Services”),
and are part of and incorporate by reference the Upwork User Agreement and other Terms of Service. The Direct
Contracts Terms are in addition to and, except where explicitly stated, do not supersede, replace, or limit other similar
terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the
Terms of Service.

IN ORDER TO USE UPWORK’S DIRECT CONTRACTS SERVICE YOU AGREE TO BE BOUND BY THE DIRECT
CONTRACT TERMS AND THE ARBITRATION AND CLASS ACTION WAIVER IN THE USER AGREEMENT. IF YOU DO
NOT ACCEPT THESE TERMS, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER, YOU MAY NOT
ACCESS OR USE ANY DIRECT CONTRACTS SERVICES.

1. HOW IT WORKS

With the Direct Contracts Service, a Freelancer can create and send fixed-price or hourly contract proposals to any
eligible Client, or invite any eligible Client to create a fixed-price or hourly contract proposal. If either Client or Freelancer
creates the contract proposal and the other party accepts the proposal through the Direct Contracts service, the Client
and Freelancer will enter directly into a contract (the “Direct Contract”).

1.1 Fixed Price Direct Contracts

As described in the Fixed Price Direct Contract Escrow Instructions, once the Direct Contract has been accepted, the
Client will place the Direct Contract project funds in escrow ("Direct Contract Funds”). When the work or a milestone is
completed, the Freelancer will request that the Client release the Direct Contract Funds or portion of Direct Contract
Funds for the milestone from escrow. If the Client approves the work, Upwork Escrow will release the Direct Contract
Funds. Once the Direct Contract Funds are released from Escrow, the Direct Contract will end.

1.2 Hourly Direct Contracts

As described in the Hourly Direct Contract Escrow Instructions, once the Direct Contract has been accepted, the
Client will fund a deposit equivalent to the hourly rate multiplied by the weekly hourly limit agreed to between Freelancer
and Client (“Direct Contract Deposit”). Freelancer and Client agree and authorize Upwork to hold the Direct Contract
Deposit in escrow through the term of the Hourly Direct Contract. Client agrees to separately fund payments to Freelancer
on a weekly basis based on Freelancer’s submission of weekly invoices (“Direct Contract Weekly Funds”). If Client
approves the submitted hours, Upwork Escrow will release the Direct Contract Weekly Funds to Freelancer.

2. ELIGIBILITY

Any Freelancer that is eligible to use the Site is eligible to use the Direct Contract Services, subject to the limitations on
Client eligibility in this Section 2. A Client is eligible to create or accept a Direct Contract only if the Client does not and
has not ever had an Account on Upwork (or its predecessor oDesk). Clients do not need to register for an Account to
accept a Direct Contract.

3. FEES
3.1 Freelancer Fees

Solely with respect to fees charged on Direct Contracts, these Direct Contract Terms explicitly supersede and replace
Section 2 (Fees Charged to Freelancers), Section 3 (Client Membership Fees), and Section 4 (Payment Processing Fees
Charged to Client) in the Fee and ACH Authorization Agreement. The Fee and ACH Authorization Agreement otherwise
remains in full force and effect, including, without limitation, on any Service Contract if a Freelancer or Client, who uses
Direct Contracts, has a Service Contract (as defined in the User Agreement).

For any Direct Contract, the following fees apply: Freelancer pays a 3.4% payment processing and administration fee
(“Direct Contract Payment Fee”). Freelancer authorizes and instructs Upwork to automatically charge and deduct the
Direct Contract Payment Fee from the Direct Contract Funds or Direct Contract Hourly Funds.

3.2 Client Fees

Clients are generally charged a payment processing and administration fee on each payment made on a Direct Contract
at the rate clearly displayed on the Site before entering into a Direct Contract ("Payment Fee"). If no fee is stated at the
time of entering into a Direct Contract, then no Payment Fee will be charged. Clients also agree to Section 5
(Authorization for ACH Debits and Credits) of the Fee and ACH Authorization Agreement with respect to the payment or
placement in escrow of any Payment Fee, Direct Contract Funds, or Direct Contract Weekly Funds.

4. ESCROW SERVICES

Freelancer and Client acknowledge and agree the Fixed Price Direct Contract Escrow Instructions apply to Fixed Price
Direct Contracts. Freelancer and Client further acknowledge and agree that the Hourly Direct Contract Escrow
Instructions apply to Hourly Direct Contracts.

5. ROLE OF UPWORK AND USER RESPONSIBILITIES

You understand and agree that Upwork is not a party to any Direct Contract, is not involved in or responsible for any work
performed by Freelancers, is not involved in or responsible for any payment made under a Direct Contract, and has no
control over any Freelancer or Client. Upwork does not have any power or authority to, and does not, determine any
eligibility standards for any Direct Contract, select or contract any Freelancer to provide services to a Client, determine or
control any term or condition of the Direct Contract or Project, or cause any Freelancer or Client to accept any Direct
Contract or perform any Freelancer Services. Upwork Escrow provides escrow services, but does not guarantee that
Freelancer will be paid.

6. OTHER TERMS

Together with the Upwork User Agreement and other Terms of Service, these Direct Contract Terms represent the entire
agreement with Upwork and supersede all prior agreements and understandings with respect to the matters covered. You
agree that you did not accept the Direct Contract Terms based on any representations, whether written or oral, other than
those contained herein. No modification of or amendment to the Direct Contract Terms, nor any waiver of any rights, will
be effective unless in writing signed by you and Upwork. Notwithstanding the foregoing, to the extent permitted by
applicable law, Upwork may amend the Direct Contract Terms with prior notice at any time. The posting of the amended
Direct Contract Terms on Upwork’s Site will constitute notice. Your continued use of the Direct Contract Services after the
effective date of a revised version of the Direct Contract Terms or notice to you of updated Direct Contract Terms
constitutes your acceptance of its terms and agreement to be bound by its terms. In the event of a conflict between these
Direct Contract Terms and the applicable escrow instructions, the applicable escrow instructions shall govern; in the event
of a conflict between these Direct Contract Terms and any other agreement in the Terms of Service, these Direct Contract
Terms shall govern.