After this Agreement terminates, the phrases of this Agreement and the opposite Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and proceed in full force and impact. For instance, the provisions requiring arbitration, permitting audits, defending intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, ponder performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any purpose is not going to release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter might accrue in respect of any act or omission prior to such termination.
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You acknowledge and agree that a considerable portion of the compensation Upwork receives for making the Site available to you is collected via the Service Fee described in Section 5.1 and that in exchange a considerable value to you is the relationships you make with different Users whenever you determine or are recognized by one other particular person by way of the Site or Site Services (the â€œUpwork Relationshipâ€). Upwork solely receives the Service Fee when a Client and a Freelancer pay and receive fee via the Site.
Upwork may freely assign this Agreement and the opposite Terms of Service without Userâ€™s consent. Any tried project or transfer in violation of this subsection might be null and void.
Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the events. This Arbitration Provision is the full and full settlement referring to the formal decision of Claims.
Except as in any other case offered in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or regarding the interpretation, enforcement, or application of this Arbitration Provision, together with the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. The events expressly agree that the arbitrator and never a court will decide any question of whether the parties agreed to arbitrate, including but not restricted to any claim that each one or part of this Arbitration Provision, this Agreement, or another part of the Terms of Service is void or voidable. However, notwithstanding the foregoing sentence, this Arbitration Provision is ruled by the Federal Arbitration Act (9 U.S.C. Â§Â§ 1 et seq.).