Common use of Opting Out Clause in Contracts

Opting Out. You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”). The Opt-Out Fee is computed as follows (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and (b) the greater of: (i) $3,500; or (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non- Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork; (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500. To pay the Opt-Out Fee, you must request instructions by sending an email message to xxxxxxxxx@xxxxxx.xxx. If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

Opting Out. You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”). The Opt-Out Fee is computed as follows. (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and (b) the greater of: (i) $3,500; or (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non- Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork; (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500. To pay the Opt-Out Fee, you must request instructions by sending an email message to xxxxxxxxx@xxxxxx.xxx. If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

Opting Out. You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”). The Opt-Out Fee is computed as follows (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and (b) the greater of: (i) $3,500; or (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non- Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork; (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500. To pay the Opt-Out Fee, you must request instructions by sending an email message to xxxxxxxxx@xxxxxx.xxx. If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

Opting Out. You may opt-out of the obligation in Section 7.1 with respect to each Upwork QWQER Relationship only if the Client Customer or prospective Client Customer or Freelancer Driver pays Upwork QWQER an opt-out fee for each such relationship (the “Opt-Opt- Out Fee”). The Opt-Out Fee is computed as follows: (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client Customer first makes payment to the subject Freelancer Driver until the date the Opt-Out Fee is paid; and (b) the greater of: (i) $3,500; or (ii) 25% of the anticipated annualized salary or wages for one year if the Client Customer offers Freelancer Driver employment directly; or (iii) all Service Fees that would be earned by Upwork QWQER from the Upwork QWQER Relationship during the Non- Non-Circumvention Period, computed based on the annualized amount earned by Freelancer Driver from Client Customer during the most recent normalized 8-week period, or during such shorter period as data is available to UpworkQWQER; (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork QWQER and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork QWQER and you agree that amount shall be used if it is greater than $3,500. To pay the Opt-Out Fee, you must request instructions by sending an email message to xxxxxxxxx@xxxxxx.xxxxxxxxxxxx@XXXXX.xxx. If Upwork QWQER determines, in its sole discretion, that you have violated Section 7, Upwork QWQER or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.and/or

Opting Out. You may opt-out of the obligation in Section 7.1 with respect to each Upwork QWQER Relationship only if the Client Customer or prospective Client Customer or Freelancer Driver pays Upwork QWQER an opt-out fee for each such relationship (the “Opt-Out Fee”). The Opt-Out Fee is computed as follows: (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client Customer first makes payment to the subject Freelancer Driver until the date the Opt-Out Fee is paid; and (b) the greater of: (i) $3,500; or (ii) 25% of the anticipated annualized salary or wages for one year if the Client Customer offers Freelancer Driver employment directly; or (iii) all Service Fees that would be earned by Upwork QWQER from the Upwork QWQER Relationship during the Non- Non-Circumvention Period, computed based on the annualized amount earned by Freelancer Driver from Client Customer during the most recent normalized 8-week period, or during such shorter period as data is available to UpworkQWQER; (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork QWQER and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork QWQER and you agree that amount shall be used if it is greater than $3,500. To pay the Opt-Out Fee, you must request instructions by sending an email message to xxxxxxxxx@xxxxxx.xxxxxxxxxxxx@XXXXX.xxx. If Upwork QWQER determines, in its sole discretion, that you have violated Section 7, Upwork QWQER or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of UpworkQWQER’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.