“Content” is information from the Site, made accessible by Upwork in its sole discretion. For example, Content can include the public-facing profiles of Freelancers who have accounts on the Upwork website, as well as additional information available to visitors who click on hyperlinks in such profiles.
The “Marks” are trademarks, service marks, logos and trade names of Upwork, including without limitation Upwork’s trademark, Upwork.
“Proprietary Rights" mean any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
License Restrictions. You may not:
charge a fee for the use of the Widget without our written approval;
reverse engineer, modify, or alter the Widget;
modify, obscure, or interfere with the display of any Content or Marks displayed by the Widget;
display the Widget in a manner that does not permit successful linking to, redirection to or delivery of the Content;
insert any intermediate page, splash page or other content between the Widget and the Content;
display the Widget on any site that disparages Upwork or its products or services, infringes any Upwork Proprietary Rights or other rights, violates any applicable law, or is threatening, vulgar or otherwise inappropriate as we determine, in our sole discretion;
sublicense, redistribute or republish the Widget.
3. Proprietary Rights.
Upwork may change, suspend, or discontinue any aspect of the Widget at any time, or restrict your access to the Widget or to parts or all of the Content or the Site without notice or liability. Upwork may terminate your license in Section 2 without notice at any time, with or with cause, by ceasing to support the Widget or the Content or by forbidding you to use the Widget or Marks or by any other means.
5.Disclaimer of Any Warranty.
UPWORK DOES NOT REPRESENT OR WARRANT THAT THE WIDGET OR THE CONTENT IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.THE WIDGET AND THE CONTENT ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND UPWORK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.
6. Limitation of Liability.
IN NO EVENT WILL UPWORK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THIS LIMITATION SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF UPWORK IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You shall indemnify, defend and hold harmless Upwork and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) your use of the Widget, Content or Marks, or (ii) your website, including without limitation infringement of the Proprietary Rights or other rights of any third party.
8. General Terms
No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.