Terms of Services
USER AGREEMENT 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 YUPA, governing your use of YUPA’s Site and Site Services (collectively, “Services”).You understand that by using the YUPA Site or Site Services (which generally means using in any way our work marketplace YUPA.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute YUPA’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Privacy Policy, Terms of Use. 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 14). 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 YUPA.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 authority to agree to the Terms of Service on behalf of that business or legal entity. 1. YUPA ACCOUNTS 1.1 REGISTRATION You must register for an account to have full access to our Services, and your registration is subject to our approval. You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”. Your Account registration is subject to approval by YUPA. We reserve the right to decline a registration either to join YUPA or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. 1.2 ACCOUNT ELIGIBILITY You promise to use our Services for business purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older. YUPA offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Freelancer Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts. 1.3 ACCOUNT PROFILE You must provide accurate personal information when you sign up, and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete. To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account. 1.4 ACCOUNT TYPES We offer just 1 type of accounts (“Account Type”): Client & Freelancer combined. Once you register for an Account, you can customize your account type without re-registering. You promise to register for only one Account that requires a unique login. Never share your Account password with anyone. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company. 1.5 ACCOUNT PERMISSIONS You are responsible for all activity on your Account. You may provide other Users permissions to act on your Account only as described in Section 1.4 and in this Section 1.5. You agree not to request or allow another person to create an Account for you, your use, or your benefit. 1.6 IDENTITY AND LOCATION VERIFICATION You will allow us to verify your identity, location, and business affiliations from time to time. When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on YUPA. You authorize YUPA, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address, or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification, some Account features may be temporarily limited but will be restored if verification is successfully completed. 1.7 USERNAMES AND PASSWORDS You will keep your username and password secret and will not share them, and you will not use anyone else’s username and password. Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. See Sections 1.4 Account Types and 1.5 Account Permissions for information on allowing another registered User to act on your behalf in your Account. 2. PURPOSE OF YUPA What we do and do not do when providing our Services and some of your responsibilities when using our Services. The YUPA Site is a work marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelance Services online. Subject to the Terms of Service, YUPA provides the Services to Users, including hosting and maintaining the YUPA Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract. 2.1 RELATIONSHIP WITH YUPA We offer a work marketplace: an online platform for Users to find and connect with each other. We are not involved directly in your negotiations or the delivery of Freelancer Services and are not a party to any agreements you may make with other Users. You are solely responsible for your content published to YUPA and for your agreements with other Users, including vetting each other and performance under the agreements. YUPA offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Freelance Services, and make and receive payments through escrow. YUPA neither performs nor employs individuals to perform Freelancer Services. You acknowledge and agree that YUPA does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract and agree that: (a) YUPA is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) YUPA is not responsible for the offering, performance, or procurement of Freelancer Services, (c) YUPA does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between YUPA and any User offering services. While YUPA may provide certain badges on Freelancer or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Freelancer or Client to complete a Service Contract. You further acknowledge and agree that Users, and not YUPA, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Freelancer; (b) assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract on YUPA as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service Contracts between Users are directly between the Users and YUPA is not a party to those contracts. Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt-Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so. As part of our constant effort to improve our Services for our customers, we may test or otherwise temporarily offer certain features and beta tools for your use. We will generally flag on the Site or in related customer forums when a particular tool is being tested and how the feature works, but we do not guarantee that the Site, or any of its tools or features, will be available at any given time. 2.2 TAXES AND BENEFITS Freelancers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations. Freelancer acknowledges and agrees that Freelancer is solely responsible for: (a) all tax liability associated with payments received from Freelancer’s Clients and through YUPA, and (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Freelancer is not covered by or eligible for any insurance from YUPA; (c) determining and fulfilling Freelancer’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if YUPA is required by applicable law to withhold any amount of the Freelancer Fees and notifying YUPA of any such requirement and indemnifying YUPA for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). Freelancer is responsible for paying all taxes arising in connection with any Service Agreement entered into on the Platform and this Agreement, without any offset or deduction to the fees paid to YUPA. In the event of an audit of YUPA, Freelancer agrees to promptly cooperate with YUPA and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to YUPA. 2.3 MARKETPLACE FEEDBACK AND USER CONTENT Users publish and ask YUPA to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk. You acknowledge and agree that Users publish and request YUPA to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Freelancers or Clients voluntarily submit to YUPA and does not constitute an introduction, endorsement, or recommendation by YUPA. You agree that YUPA is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services. You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that YUPA may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including your Job Success Score and other User Content highlighted by YUPA on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. YUPA is not responsible for monitoring, influencing, contributing to, or censoring these opinions. You agree to notify YUPA of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that YUPA may rely on the accuracy of such information if you do not. YUPA provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. YUPA generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. YUPA reserves the right (but is under no obligation) to remove posted feedback or information that YUPA determines violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of YUPA. 3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER This section discusses the relationships you may decide to enter into with another User, including contracts to buy or sell Freelancer Services with another User. 3.1 SERVICE CONTRACTS Users, not YUPA, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be. As provided in Section 2.1 above, if a Client and a Freelancer decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Freelancer; YUPA is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between YUPA and any User. With respect to any Service Contract, Clients and Freelancers may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand YUPA’s rights and obligations under the Terms of Service. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. The parties to a Service Contract expressly agree that the Optional Service Contract Terms will and do apply to their contract to the extent that they have not agreed to other terms or agreements that conflict with the Optional Service Contract Terms. Users are solely responsible for deciding whether to use the Optional Service Contract Terms, and YUPA does not assume any responsibility for any consequence of using the Optional Service Contract Terms, which are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. You should seek legal advice from a licensed attorney for your particular needs. 3.2 DISPUTES AMONG USERS You agree to try to resolve your disputes with other Users by following the dispute resolution process in the Instructions that apply to your contract. For disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution process that is explained in the Instructions that apply to your particular Service Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that YUPA will not and is not obligated to provide any further dispute resolution assistance. If Freelancer or Client seeks an order from an arbitrator or court that might direct YUPA to take or refrain from taking any action, that party will (a) give us at least seven (7) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting YUPA, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting YUPA. YUPA be paid for the reasonable value of the services the order obligates us to undertake. 3.3 CONFIDENTIAL INFORMATION Users can agree to their own confidentiality terms. If they do not, these terms apply. Users agree to keep other Users’ confidential information a secret. Users may agree to any terms they deem appropriate with respect to confidentiality. If Users do not agree to their own confidentiality terms, this Section 3.3 (Confidential Information) applies. To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract is never agreed to. 4. WORKER CLASSIFICATION Users can only be independent contractors in YUPA and have their own business which they themselves are liable for. 5. YUPA FEES Users agree to pay YUPA certain fees in exchange for YUPA providing the Services and agree that YUPA may collect certain taxes. 5.1 FEES FOR FREELANCERS Service Fees. Freelancers agree to pay YUPA a service fee for the use of the Services (including marketing, invoicing, reporting, payment, and dispute resolution services). Freelancer is responsible for paying all Service Fees. Membership Fees and Connects. Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Services, by payment of subscription membership fees as described in the Freelancer Membership Agreement. 5.2 VAT AND OTHER TAXES YUPA Fees are exclusive of taxes. YUPA may be required by applicable law to collect or pay certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). These collection and withholding requirements and rates may change based on changes to the law in your area. Any amount YUPA is required or permitted to collect or withhold for the payment of any such taxes shall be collected or withheld in addition to the fees owed to YUPA under the Terms of Service. 5.3 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS YUPA does not introduce Clients to Freelancers. YUPA offers a platform that enables Freelancers to introduce themselves and may from time to time highlight Projects or Freelancers that may be of interest. Therefore, YUPA does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, YUPA does not charge any fee or dues for posting or viewing feedback, including Composite Information. 6. PAYMENT TERMS At YUPA, we utilize Stripe for all payment processing to ensure secure, efficient, and reliable transactions. Freelancers are required to link their Stripe accounts to our platform to receive payments for their services. Payments are processed in accordance with the terms and conditions set by Stripe. YUPA takes a commission cut from the payments made to freelancers, which will be clearly specified in the project agreement. The remaining balance, after the commission cut, will be transferred to the freelancer's Stripe account within a stipulated period after the client's payment is confirmed. Freelancers are responsible for any fees associated with their Stripe accounts, including but not limited to currency conversion fees, withdrawal fees, and other charges imposed by Stripe. YUPA is not liable for any delays or issues caused by Stripe's payment processing. In the event of a payment dispute, both clients and freelancers are encouraged to resolve the matter in accordance with our dispute resolution procedures. For further details, freelancers are advised to read Stripe's terms and conditions. By using our platform, freelancers agree to adhere to these payment terms and any updates or modifications that may be implemented from time to time. 8. RECORDS OF COMPLIANCE You agree to make and keep all required records. You are solely responsible for the creation, storage, and backup of your business records. You agree that YUPA has no obligation to store, maintain, or provide you a copy of any content or information that you provide, except to the extent required by applicable law. 9. WARRANTY DISCLAIMER We are not responsible for the quality, safety, or reliability of our Services. YUPA and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, YUPA and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability, or fitness for a particular purpose. 10. LIMITATION OF LIABILITY Any liability we may have to you is limited. YUPA is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service. Additionally, in no event will YUPA, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of YUPA, our affiliates, our licensors, and our third-party service providers 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 YUPA with respect to service contracts on which User was involved as Client or Freelancer during the six-month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if YUPA has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you. 11. RELEASE You agree not to hold us responsible for any dispute you may have with another User. In recognition of the fact that YUPA is not a party to any contract between Users, you hereby release YUPA and our respective officers, directors, agents, subsidiaries, employees, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exists as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release will not apply to a claim that YUPA failed to meet our obligations under the Terms of Service. 12. INDEMNIFICATION If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below. You will indemnify, defend, and hold harmless YUPA and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through the use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) your or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) your or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User. 13. AGREEMENT TERM AND TERMINATION 13.1 TERMINATION You and YUPA both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends. Unless both you and YUPA expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to legalnotices@yupa.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed. You agree that YUPA is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree that (a) you thereby instruct YUPA to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) YUPA will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to YUPA for any Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services. Without limiting YUPA’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have a reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without YUPA’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if YUPA decides to temporarily or permanently close your account, YUPA has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that YUPA will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure. 13.2 ACCOUNT DATA ON CLOSURE Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which YUPA expressly disclaims liability. YUPA may retain some or all of your Account information as permitted or required by law and the Privacy Policy. 13.3 SURVIVAL After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or YUPA from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination. 14. DISPUTES BETWEEN YOU AND YUPA 14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE If a dispute arises between you and YUPA, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, YUPA, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with YUPA (including without limitation any claimed employment with YUPA or one of our Affiliates or successors), the termination of your relationship with YUPA, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”). Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision. 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 arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”). 14.2 CHOICE OF LAW This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions; provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resided at the time the dispute arose. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). 14.3 INFORMAL DISPUTE RESOLUTION Before serving a demand for arbitration of a Claim, you and YUPA agree to first notify each other of the Claim. You agree to notify YUPA of the Claim by email to legalnotices@yupa.com, and YUPA agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and YUPA then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or YUPA, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and YUPA will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action. 15. GENERAL 15.1 ENTIRE AGREEMENT This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. The only exception to this is a Enterprise Agreement or similar agreement for premium services executed by a duly authorized representative of YUPA (“Premium Agreement”), in which cases these Terms of Service are superseded to the extent stated in such Premium Agreement but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Agreement. 15.2 MODIFICATIONS; WAIVER We may modify these terms and will provide you reasonable advance notice of substantial changes. Subject to the conditions set forth herein, YUPA may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. YUPA will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by YUPA, YUPA will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon YUPA unless they are agreed in a written instrument signed by a duly authorized representative of YUPA or posted on the Site by YUPA. Email will not constitute a written instrument as contemplated by this Section 15.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement. 15.3 ASSIGNABILITY You may not transfer any rights you have under our Terms of Service unless we give you approval. These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to YUPA Attn: Legal, 123 Main St, San Francisco, CA 94111 or via email to legalnotices@yupa.com that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquirer, and (h) the effective date of such change in ownership. If YUPA does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. The foregoing does not apply to Enterprise Clients. No other assignments are valid without YUPA’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void. 15.4 SEVERABILITY; INTERPRETATION If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction. 15.5 FORCE MAJEURE The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control. 15.6 PREVAILING LANGUAGE AND LOCATION The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. 15.7 CONSENT TO USE ELECTRONIC RECORDS YUPA and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from YUPA and its Affiliates rather than in paper form.
TERMS OF USE This document explains the rules that keep our marketplace running. We call these rules our Terms of Use. They apply to yupafreelance.com and all the websites and apps we own or run. (And by we, we mean Yupa and our affiliates, which we may also refer to as us.) These terms explain how we expect you to behave when you’re using Yupa – whether you’re a registered user or unregistered site visitor on our site. Please read these rules carefully: by using our site, you’re agreeing to follow them. 1. About licenses and third party content Here we’ve included the conditions for using our site, which we do our best to keep running smoothly (1.1). That means we have the right to stop people from using our site and services if needed (1.2). You can’t use our intellectual property (1.3), but you can post your own content to Yupa. You’re responsible for this content (1.4), and equally, we’re not responsible for content you come across from other users (1.5). If you think someone is using something you’ve copyrighted, just let us know (1.6). 1.1 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 these terms of use and all of our other Terms of Service 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 the services completely, and don’t have to give notice if we do. 1.2 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 or other parts of our Terms of Service, we can take away your access to Yupa. Officially, this is called terminating your license, and if it happens, we’ll tell you and you must stop using our services immediately. 1.3 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. Our logos and names are our trademarks and registered in certain jurisdictions. Any other product or company names, logos or similar marks and symbols you see on Yupa may be trademarked by our partners or other users like you. 1.4 You can use Yupa to share your content with the world 1.4.1 You’re responsible for what you post You’re responsible for how you use our site and anything you post on it. If someone makes a claim against us because of anything you put on the site, you agree to compensate us for our legal fees and expenses (the lawyers call this, ‘indemnification’). When you post content on (or through) our site or give us content for posting, you agree that you’re completely responsible for that content and we’re not. You also agree to only post or give us content that: you have the right to post is legal doesn’t violate anyone’s rights, including intellectual property rights. You acknowledge and agree that whoever posts content is responsible for any harm caused to anyone by that content – not Yupa – and that you’ll compensate and defend us, our partners, employees and representatives against any costs or legal or government action we have because of your content. 1.4.2 Other people have some rights to what you post By posting content on the site, you give other people some rights to that content. Whenever you post content on our site, you give us and our affiliates a permanent right (called an ‘irrevocable and non-exclusive worldwide license’) to use, edit and share that content – across the world and without paying royalties. If your name, voice and image appear in content you post, we also might use those on the site or in our day-to-day business. For example, if you’re a freelancer, we might share your profile with clients we think could be a good match. You also give each user and site visitor the right to access and use your content through the site. They also have the right to use, copy and share your content – as long as they do it through the site, and follow both our Terms of Service and the law. We might show ads near your content and information, without compensating you. Depending on choices you make in your profile, we might also include your name or photo when promoting one of our features. 1.4.3 We’re open to your ideas We’d love to hear your thoughts on improving Yupa. Here’s what happens when you share them. You can send us comments and suggestions about our services and ways to improve them. If you do, you’re agreeing your ideas are free and unsolicited, and you don’t expect or ask anything in return, unless we’ve specifically asked you for your ideas and offered something in return (we like to keep our word). You agree we’re free to use, change and share the idea as we like, without being obligated to to give you anything for it. And if you do send us an idea, you also agree that this doesn’t affect our right to use similar or related ideas – including those we already have or get from others. 1.5 Third parties post on Yupa, too Anyone else who uses our site is responsible for what they post or link on Yupa. We’re not responsible for the accuracy or reliability of any content shared by other people on our site, unless they’re officially working for us when they share or post the content. Any content represents the views of the person sharing it, not Yupa. Our site might also contain links or other access to third-party websites and applications. These sites and applications are owned and run by other parties, not Yupa. If we use a link or application that goes to a third-party website, it doesn’t mean that we endorse it and you agree that you use it without our endorsement. 1.6 You can make a copyright complaint If you think content on our site infringes your rights, you can ask to have it removed. We’re committed to following U.S. copyright and related laws and need site visitors and users to follow them as well. That means you can’t use our site to store or share anything that infringes anyone’s intellectual property rights, including their rights under U.S. copyright law. If you own copyrighted work and think your rights under U.S. copyright law have been infringed by anything on our site, the Digital Millennium Copyright Act means you can ask us to take it down. Here’s how to report it. 2. What you’re allowed to do on Yupa 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 – like our Yupa blog. 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 Yupa Certain uses of the site are not allowed. Here we go into much more depth about those things, including: posting unacceptable content (3.1) acting in a misleading or fraudulent way (3.2) treating others unfairly (3.3) abusing our feedback system (3.4) other uses that aren’t allowed (3.5) In short, 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. 3.1 Posting unacceptable content You can’t offer, share, support or try to find anything that: is illegal or defamatory is violent, discriminatory or harassing, either generally or towards a specific person or group (or encourages others to be), including anyone who is part of a legally protected group is sexually explicit or related to sex work or escort services is in any way related to child exploitation would infringe on any intellectual property rights, including copyrights would violate our Terms of Service, another website’s terms of service, or any similar contract would go against professional or academic standards or policies – including improperly submitting someone else’s work as your own, or by ghost-writing essays, tests, or certifications involves purchasing or requesting a fake review or is connected in any way to making or sharing misleading content (like ‘deep fakes’ or ‘fake news’) which is intended to deceive others. 3.2 Acting in a misleading or fraudulent way On Yupa, you can’t do anything that’s dishonest or meant to fool others. You can’t misrepresent yourself, your experience, skills or professional qualifications, or that of others. This includes: lying about your experience, skills or professional qualifications using generative AI or other tools to substantially bolster your job proposals or work product if such use is restricted by your client or violates any third-party's rights passing off any part of someone else’s profile or identity as your own using a profile picture that isn’t you, misrepresents your identity or is someone else impersonating or falsely attributing statements to any person or entity, including a Yupa representative or forum leader falsely claiming or implying you’re connected to a person or organization (including Yupa) – for example, you can’t say you work for a particular company when you don’t, and agencies can’t use a freelancer’s profile if they’ve stopped working together. Similarly, you must always be honest about who’s doing the work. That means you can’t: allow someone else to use your account, which misleads other users or falsely claim one freelancer will do a job when another will actually do it – including submitting a proposal on behalf of a freelancer who can’t or won’t do the work. We’re particularly invested in avoiding fraud and misrepresentations when it comes to payments. This means: Freelancers can’t fraudulently charge a client in any way, including by: falsifying the hours, keystrokes or clicks recorded in the Yupa app reporting or billing time you haven’t actually worked reporting time worked by someone else and claiming you did the work demanding bribes or other payments without the intention of or without actually providing services in exchange for the payment. Clients can’t engage in fraud related to payments, including by: posting jobs with payment terms that are objectively unreasonable or disproportionate to the scope of services requested demanding services without the intention of or without actually providing payment in exchange for the services. 3.3 Treating others unfairly Everyone should be treated fairly and legally on Yupa. You can’t use Yupa to: express an unlawful preference in a job post or proposal unlawfully discriminate against someone incite or encourage violence post personal identifying information or other sensitive, private data about another person spam other users with proposals or invites. This includes posting the same job several times at once and contacting people you connected with on Yupa outside of Yupa without their permission make or demand bribes or payments for anything other than the work ask for or demand free work – you can’t ask freelancers to submit work for little or no payment as part of a proposal bid or competition request a fee in order to submit a proposal request or provide services that primarily concern making purchases on behalf of another, including the purchase of cryptocurrency or NFTs. 3.4 Abusing our feedback system You must use our feedback system honestly and fairly. That means you can’t: withhold payment or work until you’ve been given positive feedback swap payment (or anything of value) for feedback, including with third parties coerce another user by threatening negative feedback use the system to share unrelated views (like about politics or religion) offer or accept fake services to improve your feedback or rating score, which is called feedback building 3.5 Other uses that aren’t allowed Yupa relies on technology and trust – here’s how we maintain those things. You can’t copy, share or give away your account. You can’t have multiple accounts and you can’t sell, trade or give your account to anyone else without our permission. You can’t go around us. In particular, you can’t talk to another user or ask for or share a way to get in touch - a means of direct contact - outside of Yupa before you’ve agreed to a service contract. This means you can’t add your contact details to a job post, your profile, communications or other content. (There are exceptions to this for Enterprise clients.) You can’t promote other organizations – including advertising any other websites, products or services. You also can’t use our site to recruit freelancers or clients to join another agency, website or company, unless you pay us a fee to do so. For more information, take a look at Section 7 of our User Agreement. You can’t interfere with our technology or tamper with our site or services. That means you can’t: bypass any security features we’ve put in place to restrict how you use the site – you’re not allowed to try and get around restrictions on copying content interfere with or compromise our systems, server security, or transmissions use a robot, spider, scraper, or similar mechanisms on our site without written permission copy, distribute, or otherwise use any information you found on Yupa, if whether directly or through third parties (like search engines), without our consent (no scraping allowed) collect or use identifiable information, including account names) overwhelm the site with an unreasonable or large amount of information introduce any malware or any other code or viruses that could harm us, our customers, or our services access our services through any technology other than our interface frame or link to the services without our written permission use our services to build a similar service, identify or poach our users or publish any performance or benchmark analysis relating to the site reverse engineer, decipher, modify, or take source code from our site that is not open source without our written permission. 4. Enforcing our terms of use If you break any of these rules, we can suspend your account and stop you from using Yupa (4.1). If you see someone else breaking these rules, please let us know (4.2). 4.1 We enforce these rules We have the right to look into any potential violations of these terms of use, and might decide to pause, change or take away any content on our site when we do. We can’t guarantee that we’ll take action against every potential violation, but just because we don’t take action against one breach doesn’t waive our right to take action against any future breaches, whether they’re related to the first breach or not. If we do suspect rule-breaking, we can stop you using our site at any time. If we disable or close your account, you won’t be able to use any of our services, but these things will stay in place: our rights to use and share your feedback our users’ and visitors' rights to share your content (1.4.2) your agreement to all the rules laid out in section 3 on this page. 4.2 Tell us if you see someone breaking these rules What to do if you become aware of a violation of our Terms of Use. If you believe anyone is breaking any of our terms of use, please let our customer service team know or report it wherever you see this flag: [Report Button] If we follow up on the breach, you agree to help with our investigation and take reasonable steps to help us fix the problem. 5. Definitions Here, we explain some of the terms we’ve used in our Terms of Use. Any other terms in italics should be defined when they’re mentioned, in the User Agreement or Terms of Service. An affiliate is anyone or anything that in any way manages, is managed by, or shares management with us. A client is someone using our site to find freelancer services from another user. A deep fake is a video or image that has been changed to replace one person with another in a deliberately misleading way, without asking the person whose face has been used. A freelancer is an individual or agency using our site to offer their services to clients. Freelancer services refer to the work freelancers do on Yupa. A means of direct contact is information that would let someone get in touch with you directly (or find the information to do that) so you can bypass our site. For example, phone numbers, email and physical addresses, social media accounts, and personal websites with contact information are means of direct contact. Site services are all services, applications and products – apart from freelancer services – that people can access through Yupa. Content is what users post to Yupa themselves, like comments, profiles, feedback, images, or other information. It includes anything posted by you even if elements of the content were originally generated by generative AI or other tools, or in response to questions posed to you by Yupa or other users or Yupa.
PRIVACY POLICY This Privacy Policy explains how and why Yupa collects, uses, and shares personal information when you interact with or use our Site or Service. It also includes any information Yupa collects offline in connection with the Service, which we may combine with information from the Site and Service. By reading this Privacy Policy, you will understand your privacy rights and choices. When we say “Yupa”, we mean Yupa Global Inc., and any of its affiliates. When we say “Site”, we mean www.yupa.com, and when we say “Service”, we mean the Site plus any websites, features, applications, widgets, or online services owned or controlled by Yupa and that post a link to this Privacy Policy. As part of the Service, Yupa provides a marketplace which results in platform information pertaining to different parties to an interaction. Users of the Service may be Clients, Freelancers, or Agencies, or Site Visitors (as each is defined in the User Agreement). This Privacy Policy applies to Yupa’s processing of personal information of Users where Yupa determines the purposes and means of processing. It does not apply to processing of information by Users themselves, who may be controllers of the personal information they access through the Service. For information about how Users process your personal information, please contact them directly. Accessibility: This Privacy Policy uses industry-standard technologies and was developed in connection with the World Wide Web Consortium's Web Content Accessibility Guidelines, version 2.1. If you wish to print this policy, please do so from your web browser or by saving the page as a PDF. 1. INFORMATION COLLECTION a. Information You Provide to Us When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. Depending upon our relationship with you, we may collect the following categories and types of personal information from and about you: Categories of Personal Information We Collect Examples of Personal Information Collected Categories of Sources of Personal Information Business Purpose for Collection of Personal Information Identifiers Name, Date of Birth, Social Media Account Information, Profile Data, IP Address Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users) Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. Contact / Account Profile Information Email Address, Home Address, Billing Address, Phone Number Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) Developing, Improving, and Providing the Service, Identification, Communicating with You, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. Sensitive Personal Information / Government Issued Identification Numbers Social Security Number, Driver’s License, State Identification or Passport Number, VAT Identification Number, Tax Identification Number, Immigration Status, Citizenship Information Directly from You Improving and Providing the Service, Verifying Your Identity and Detecting Fraud, Identity Theft, or Other Misuse of Your Account, Legal, Compliance and Regulatory Obligations. Commercial Information Transaction Data including services offered, considered, or purchased Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. Financial Data/Payment Information Credit card or other financial account information Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users) Improving and Providing the Service, Identification, Communications, Security, Legal, Compliance and Regulatory Obligations. Internet or Other Network or Device Activities Including Information from Cookies Unique device and app identifiers, browsing history or other usage data, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users) Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. Approximate Geolocation Information Your approximate location Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users) Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. Sensory Information Audio recordings if you call our customer service, video recording (if you provide permission). Directly from You or Your use of the Service; Service Providers; Third Parties (such as affiliates) Providing and Improving the Service, Identification, Communications, Marketing, Security, Legal, Compliance and Regulatory Obligations. Platform Communications Communication Information (e.g., your name, contact information, and, with your consent, the contents of any messages you send) Directly from You, Your use of the Service, and Users with whom you communicate Developing, Improving, and Providing and Improving the Service, Security, Legal, Compliance and Regulatory Obligations. Professional Information Previous place(s) of employment, position(s), work history, earnings, resume Directly from You or Your use of the Service; Service Providers; Third Parties (such as other users) Developing, Improving, and Providing the Service, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. Other information that identifies or can be reasonably associated with you User-generated content, (e.g., community posts, feedback, ratings and job postings), photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information. Directly from You or Your use of the Service; Service Providers; Third Parties (such as affiliates, agents, and other users) Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations. b. Non-Identifying Information and De-Identified Information Non-Identifying Information/Usernames: We also may collect other information that does not identify you directly, such as zip codes, demographic data, information about your use of the Service, and general project-related data (“Non-Identifying Information”). We may combine information collected from Yupa users, whether they are registered or not (“Yupa Users”). In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. While the code does not identify you directly, it may be used by Yupa’s partners to connect your activity and interests. Combination of Personal and Non-Identifying Information: We may combine your Personal Information with Non-Identifying Information, but Yupa will treat the combined information as Personal Information. De-Identified Information: We may also de-identify or aggregate information and convert it into non-personal information so that it can no longer reasonably be used to identify you (“De-Identified Information”). We may use De-Identified Information for any of the purposes described in the “We Use Information We Collect” section below. We will maintain and use De-Identified Information in de-identified form and will not attempt to re-identify the information, except to confirm our de-identification processes or unless required by law. c. Information Collected Automatically Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use the Service, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you. Yupa and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, the desktop app, and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Yupa Users may include cookies, web beacons, and embedded scripts. In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf. d. Work Diaries and Work View With your permission, we collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. If a Freelancer enables Work Diaries, we will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing. As part of the Service, when enabled by a Freelancer, we collect information about a Freelancer’s work on a project for a Client, including information that may be considered personal information. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouse clicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have enabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.yupa.com . We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for a Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screenshot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. e. Analytics Providers, Ad Servers and Similar Third Parties We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving certain interest-based advertising. Yupa works with (or may in the future work with) ad networks, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising from participating companies, click here (or if located in the European Union, click here). You must opt out on each device and each browser where you want your choice to apply. If you choose to opt out, please note you will continue to receive advertisements, but they may be less relevant to you. f. Do Not Track Signals and GPC Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. Yupa does not generally alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. Global Privacy Control (GPC) is a technical specification that you can use to inform websites of your privacy preferences regarding ad trackers. If you do choose to set up GPC, it may impact the functionality of the Site, but we honor the GPC signal on a per-browser basis automatically in your cookie preferences. g. Children The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Yupa has collected Personal Information from your child, please contact us at: legalnotices@yupa.com. 2. USE OF INFORMATION We use information collected through Yupa to provide and improve the Service, develop new Services and products, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent. a. We Use Information We Collect: To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes. To contact you with administrative communications and Yupa newsletters, marketing or promotional materials (on behalf of Yupa or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below. To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online. To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent. To assess your proposal to perform a freelance project for Yupa and prepare related governmental and internal statistics reports. To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Yupa or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Yupa Users. For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy. To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them. For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals: Providing our Site and Service. Detecting security incidents, protecting against malicious, deceptive, fraudulent or illegal activity, and prosecuting those responsible for that activity. Measuring interest and engagement in our Services. Short-term, transient use, such as contextual customization of ads. Improving, upgrading or enhancing our Services. Developing new products and services. Ensuring internal quality control and safety. Authenticating and verifying individual identities. Debugging to identify and repair errors with our Services. Auditing relating to interactions, transactions and other compliance activities. Enforcing our agreements and policies. Analyzing and improving our business. Communications, including marketing and responding to your inquiries about our services. Addressing information security needs and protecting our Users, Yupa, and others. Managing legal issues. To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations. 3. DATA RETENTION Unless you request that we delete certain information (see Your Choices and Rights below), we will only retain your personal information for as long as is necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, accounting, or reporting requirements, as well as ongoing fraud prevention, backup, and business continuity purposes. 4. INFORMATION SHARING AND DISCLOSURE We do not sell your Personal Information for monetary consideration, and we do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. However, we may use technologies on our Site for the purposes of advertising or marketing to you and understanding how you interact with our ads. This may be considered a “sale” or “sharing” of personal information for targeted advertising under applicable data protection laws. We may also share information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or for the following business or commercial purposes: Upwork Users For Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, we may share their information with Clients, Agencies, and Upwork payroll vendors. For Freelancers who choose to view a job post or submit a proposal via the Service, we may share their information with the applicable Client(s). For Freelancers who have made their profiles publicly visible, we may share their information with Clients, Agencies, Partners, and Developers. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. For clients who have entered into a service contract or agreed to use Upwork Payroll with another user, we may share your information in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it. Service Providers We may employ service providers and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These Service providers may include analytics companies, advertising partners, payment processors, identity verification companies, security companies, generative AI partners, or other merchants. These third parties may have access to your Personal Information in order to perform these tasks on our behalf. Generative AI Partners We enhance certain features of our Service by integrating trusted generative AI service providers. We may share the information you provide while using these features with these generative AI service providers, as well as additional information necessary to utilize the feature. Where Upwork uses this information to power features, we leverage certain treatments of the data appropriate for the feature, including but not limited to, first removing personal information and only using public data. Where a feature involves a generative AI service provider and requires the use of identifying information you submit to the feature, you may choose to either not use that feature or not opt-in to generative AI features more broadly. The Service includes a two-sided marketplace, which results in platform information pertaining to both parties on either side of an interaction. For example, a Client’s review is inherently about a Freelancer, a Client job post is work history for a Freelancer, and Client spend is part of earning history for a Freelancer. Thus, if a Client or Freelancer chooses to use our generative AI features, the platform information associated with that user’s account – including information described above – may be used to power those features, subject to limitations based on the other party’s choices. Legal and Investigative Purposes Upwork will share information with government agencies as required by law including (without limitation) in response to lawful requests by public authorities to meet national security or law enforcement requirements and in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. Internal and Business Transfers Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes, including activities such as IT management, for them to provide services to you, or support and supplement the Services we provide. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy. Upwork Foundation Initiative If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program. Sweepstakes, Contests, and Promotions We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. Non-Identifying Information and De-Identified Information We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) or De-Identified Information to third parties. Categories of Personal Information We Have Shared in the Preceding 12 Months Categories of Third Parties with whom We Share Personal Information Whether This Category is Used for Targeted Advertising Identifiers Analytics Companies, Identity Verification Companies, Advertising Partners, Payment Processors, Other Merchants, Upwork Users, Government Agencies (as required by law) Yes Contact Information Analytics Companies, Advertising Partners, Payment Processors, Other Merchants, Upwork Users, Government Agencies (as required by law) Yes Sensitive Personal Information / Government Issued Identification Numbers Identity Verification Companies, Security Companies, Other Merchants, Upwork Users, Government Agencies (as required by law) No Commercial Information Payment Processors, Security Companies, Analytics Companies, Other Merchants, Upwork Users, Government Agencies (as required by law) No Financial Data/Payment Information Payment Processors, Security Companies, Other Merchants, Upwork Users, Government Agencies (as required by law) No Internet or Other Network or Device Activities Including Information from Cookies Analytics Companies, Advertising Partners, Other Merchants, Government Agencies (as required by law) Yes Approximate Geolocation Information Analytics Companies, Advertising Partners, Other Merchants, Upwork Users, Government Agencies (as required by law) Yes Sensory Information Other Merchants, Upwork Users, Government Agencies (as required by law) No 5. YOUR CHOICES AND RIGHTS You may have certain choices and rights associated with your personal information, including opting out of targeted advertising or other disclosures to third parties. Residents of certain locations may have the right to have an authorized agent submit requests on your behalf. You or your authorized agent may request that Yupa honor these rights by contacting us as outlined in the “Contact Us” section below, or submitting a request here. Depending on your location, you may also opt out of targeted advertising here. Non-Discrimination: You will not receive any discriminatory treatment by us for the exercise of your privacy rights. Verifying Your Request: Only you, or a person that you authorize to act on your behalf, may make a request related to your personal information. In the case of access and deletion, your request must be verifiable before we can fulfill such request. Verifying your request will require you to provide sufficient information for us to reasonably verify that you are the person about whom we collected personal information or a person authorized to act on your behalf. We will only use the personal information that you have provided in a verifiable request in order to verify your request. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority. Please note that we may charge a reasonable fee or refuse to act on a request if such request is excessive, repetitive or manifestly unfounded. Notice for California Residents: “Shine the Light” and “Eraser” Laws: Residents of the State of California may request a list of all third parties to which we have disclosed certain information during the preceding year for those third parties’ direct marketing purposes. California Consumer Privacy Act (CCPA)/California Privacy Rights Act (CPRA): The CCPA, as amended by the CPRA, provides California residents and/or their authorized agents with specific rights regarding the collection and processing of their personal information. Your Right to Know: California residents have the right to request that we disclose the following information to you about our collection and use of your personal information over the past twelve (12) months. We may ask you to provide certain information to identify yourself so that we may compare it with our records in order to verify your request. Upon verification, we will disclose to you: The categories of personal information we have collected about you. The categories of sources for the personal information we have collected about you. The specific pieces of personal information we have collected about you. Our business or commercial purpose for collecting or “selling” your personal information as defined by the CCPA. The categories of third parties to whom we have sold or shared your personal information, if any, and the categories of personal information that we have shared with each third-party recipient. Your Right to Opt-Out of “Sale” or “Sharing” of Personal Information: California residents have the right to opt-out of the “sale” or “sharing” of their personal information as defined by the CCPA by clicking here or by contacting us using the information in the “Contact Us” section below. Please note that we do not knowingly “sell” the personal information of any individuals under the age of 18. Notice for Nevada Residents: Under Nevada law, certain Nevada residents may opt out of the sale of “personally identifiable information” for monetary consideration to a person for that person to license or sell such information to additional persons. “Personally identifiable information” includes first and last name, address, email address, phone number, Social Security Number, or an identifier that allows a specific person to be contacted either physically or online. We do not engage in such activity; however, if you are a Nevada resident who has purchased or leased goods or services from us, you may submit a request to opt out of any potential future sales under Nevada law by emailing privacyrequests@yupa.com. Please note we will take reasonable steps to verify your identity and the authenticity of the request. Once verified, we will maintain your request in the event our practices change. Notice for Residents of Certain Other States The laws of your state of residence (“Applicable State Law”) may provide you with certain rights, including the following: Your Right to Confirm and Access: You have the right to confirm whether we are processing personal information about you and access the personal information we process about you. Your Right to Portability: You have the right to obtain a copy of the personal information we maintain and process about you in a portable and, to the extent technically feasible, readily-usable format. Your Right to Delete: You have the right to request that we delete the personal information we maintain or process about you. Your Right to Correct: You have the right to request that we correct inaccuracies in the personal information we maintain or process about you, taking into consideration the nature and purpose of such processing. Your Rights to Opt-Out: You have the right to opt-out of certain types of processing of personal information, including: Opt-Out of the “sale” of personal information as defined by Applicable State Law; Opt-Out of targeted advertising by us; Opt-Out of automated profiling for the purposes of making decisions that produce legal or similarly significant effects. Please note, as explained above, we do not “sell” personal information as that word is traditionally defined. However, we do share personal information with third parties to provide you with personalized advertising from us and to better understand how you interact with our Services. Appeals Process & Other Concerns Certain information may be exempt from the rights described above under applicable law. If we deny your request in whole or in part, you may have the right to appeal the decision. In such circumstances, we will provide you with information regarding the appeals process. Depending on your location, you may also email legalnotices@yupa.com with the subject “Data Privacy Request Appeal” to provide us with details about why you are appealing the decision. 6. SECURITY We take a number of steps to protect your data, but no security is guaranteed. Yupa takes reasonable steps to help protect and secure the information it collects and stores about users. We maintain reasonable administrative, technical, and physical safeguards designed to protect personal information that we receive against accidental, unlawful, or unauthorized destruction, loss, alteration, access, disclosure, or use. 7. CROSS-BORDER DATA TRANSFERS Because we are a U.S. company, we process and store your information in the United States, and our service providers may process and store it elsewhere. Yupa may transfer your personal information to a third party that is located in a jurisdiction other than the one from which we collected your personal information, including to countries that have not been deemed to have an adequate level of protection for the rights and freedoms of data subjects. If we do transfer your personal information to another jurisdiction, we will do so following due diligence and provided that the data recipient is subject to contractual agreements imposing obligations on it to ensure appropriate technical and organizational measures are implemented and maintained at all times to prevent the unauthorized and unlawful processing of personal information and the accidental loss or destruction of, or damage to, personal information, consistent with our obligations under applicable data protection laws. We will use appropriate legal transfer mechanisms, including Standard Contractual Clauses, where required by law. 8. LINKS TO OTHER SITES Our Service contains links to other websites. If you choose to click on a third-party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization, or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third-party websites. These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. We encourage you to read the privacy policies or statements of the other websites you visit. 9. CHANGES TO THIS POLICY We may change this Privacy Policy. If we make substantial changes, we will provide notice. This Privacy Policy is effective as of the date stated at the top of this page. Yupa may update this Privacy Policy at any time, and any changes will be effective upon posting. By accessing or using the Service after we notify you of such changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Privacy Policy on a regular basis.