Last Updated: March 26, 2026
These Terms of Service (“Terms”) govern the services provided through or facilitated by Uptalent Inc., a Delaware corporation (“Uptalent”), for the client identified in the applicable Order Form (“Client”). These Terms are incorporated by reference into each Order Form executed between Uptalent and Client. Each Order Form, together with these Terms, forms the complete agreement between the parties for the engagement described in that Order Form (collectively, the “Agreement”). If there is a conflict between these Terms and an Order Form, the Order Form controls.
“Contractor” means an independent contractor sourced by Uptalent to provide services to Client under an Order Form.
“Contractor Services” means the support, drafting, production assistance, technical assistance and other services performed by a Contractor for Client as described in the applicable Order Form.
“Deliverables” means all work product, materials, documents and other outputs created by a Contractor in performing the Contractor Services.
“Order Form” means a signed order form between Uptalent and Client that references these Terms and describes the Contractor, fees, term and other engagement-specific details.
“Uptalent Services” means Uptalent’s intermediation services: sourcing Contractors, facilitating connections between Client and Contractors, processing payments as intermediary and supporting communication between Client and Contractors upon request.
2.1 Intermediary Only. Uptalent operates solely as an intermediary. Uptalent does not supervise, control, direct or manage Contractors or the Contractor Services. Uptalent makes no representations or warranties regarding the outcome, quality, timeliness or compliance of any Contractor Services or Deliverables.
2.2 No Vetting. Uptalent’s role in sourcing Contractors is limited to reviewing resumes provided by Contractors and matching them against criteria communicated by Client. Unless expressly agreed in a signed Order Form, Uptalent does not conduct background checks, verify credentials, confirm licensing, assess regulatory compliance or independently validate experience.
2.3 Client Direction. Client is solely responsible for directing and supervising the Contractor Services, providing requirements and inputs, reviewing and approving Deliverables and determining fitness for Client’s intended use. Where applicable law, permitting authorities or project requirements require licensed professionals, Client is solely responsible for engaging them.
2.4 Professional Services Disclaimer. Contractor Services are support and technical assistance only and do not constitute licensed architectural, engineering, financial, legal, accounting or other regulated professional services. Client will not rely on Contractor Services for any use requiring licensed, certified or security-qualified professionals and will consult appropriately credentialed professionals where required. Uptalent is not responsible for ensuring that Deliverables comply with any codes, regulations or specifications.
3.1 Scope. The Contractor will provide Client with the Contractor Services described in the applicable Order Form. Contractor Services may include but are not limited to: design, drafting, modeling, coordination, technical assistance, marketing, accounting, bookkeeping, data entry, software development, programming, graphic design, administrative support and other business support services.
3.2 Client Cooperation. Client will provide all information, access and materials reasonably necessary for the Contractor to perform the Contractor Services and will provide timely feedback. Client will promptly notify Uptalent if any issues arise with a Contractor so that Uptalent may, if requested, assist in facilitating communication or propose replacement options. Any such assistance by Uptalent does not constitute supervision, direction or management of the Contractor.
3. 3 Scope Changes. Client may not materially alter the Contractor’s responsibilities from those initially agreed without Uptalent’s prior written (including email) consent. Any unapproved scope change is outside the Contractor Services and Uptalent has no responsibility for such changes.
3.4 Deliverables. Deliverables are created by Contractors, not by Uptalent. Client may use Deliverables at its sole discretion and risk. Uptalent makes no representations or warranties regarding Deliverables and disclaims all liability for any claims arising from third-party use, resale or incorporation of Deliverables. Client acknowledges that Deliverables may not be suitable for permitting, filings, construction, fabrication, safety-critical use, investor communications or other regulated purposes without independent review and approval by licensed professionals.
3.5 Contractor Disputes. Uptalent is not liable for the actions or omissions of Contractors, but may, at its sole discretion and without obligation, assist Client in communicating with the Contractor to facilitate a resolution of any disputes. Any such assistance is not an admission of responsibility or liability.
4.1 Fees. Client will pay Uptalent the fees set out in the applicable Order Form in accordance with the payment terms specified there.
4.2 Late Payment. Any invoice not paid within 14 days of issuance will accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding balance.
4.3 Suspension. If any payment is more than 30 days past due, Uptalent may suspend the Uptalent Services upon written notice until payment is made, without waiving its right to collect past-due amounts, interest and related costs.
4.4 Payment Costs. Client is responsible for any chargeback fees, ACH return fees and similar costs resulting from Client’s payment methods, reversals or chargebacks.
5.1 Term. These Terms take effect when the first Order Form is executed and remain in effect until all Order Forms have expired or been terminated.
5.2 Termination for Convenience. Either party may terminate an Order Form for any reason upon 15 days’ prior written notice to the other party. If a Contractor ceases providing services without giving Uptalent at least 15 days’ notice, Uptalent’s inability to provide corresponding notice to Client is not a breach.
5.3 Termination for Cause. Either party may terminate these Terms or an Order Form upon written notice if the other party materially breaches and fails to cure within 15 days after receiving written notice of the breach.
5.4 Effect of Termination. Termination does not relieve Client of its obligation to pay fees for services rendered through the termination date. Sections 1, 4 (for accrued amounts), 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 survive termination.
6.1 Client Ownership. Deliverables are works made for hire and Client owns all intellectual property in the Deliverables. To the extent any Deliverable is not deemed a work made for hire, all right, title and interest in such Deliverable is hereby assigned to Client.
6.2 Client IP Warranty. To the extent Uptalent and its Contractors must use Client’s intellectual property to perform the Contractor Services or deliver the Deliverables, Client represents and warrants that its intellectual property does not infringe any third party’s rights, and Client will indemnify Uptalent against any third-party claim alleging such infringement.
7.1 Contractor Equipment. Uptalent makes no representations or warranties regarding Contractors’ hardware, software, equipment or internet connectivity.
7.2 Software Licensing. Uptalent does not provide software licenses and does not monitor or audit software used by Contractors. If software licenses are needed, Client is solely responsible for providing and maintaining them and will indemnify Uptalent against any claims arising from software licensing issues.
7.3 Third-Party Tools and Media. Contractors may use third-party tools, software, stock media or other materials in performing Contractor Services. Uptalent does not monitor, audit or vet such third-party resources. Client is solely responsible for ensuring that Deliverables incorporating third-party content meet Client’s compliance requirements and will indemnify Uptalent against any claims arising from the unauthorized use of third-party materials by a Contractor.
7.4 Data and Security. Client is solely responsible for access controls, permissions, credentials and data it provides to any Contractor. Uptalent is not liable for any data breaches, security failures, unauthorized access or other security incidents involving Client data, whether arising from the acts or omissions of Contractors or otherwise.
8.1 Confidential Information. “Confidential Information” means information exchanged by the parties in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party’s Confidential Information.
8.2 Obligations. Each party will use reasonable measures consistent with industry standards to protect the other party’s Confidential Information. Each party may disclose Confidential Information (a) to its employees, contractors and agents on a need-to-know basis, and (b) as required by law or valid court order, provided the disclosing party gives reasonable prior notice where permitted.
8.3 Return or Destruction. Upon written request, each party will return or destroy the other party’s Confidential Information, except information retained for legal compliance or automatically archived and not accessible in the ordinary course of business.
9.1 During the term of any Order Form and for 24 months after its expiration or termination, Client will not (and will ensure its employees and contractors do not): (a) directly solicit, employ or engage any Contractor or Uptalent employee introduced through the engagement; (b) encourage any such person to terminate their relationship with Uptalent; or (c) assist any third party in doing the foregoing.
9.2 If Client wishes to directly hire or engage a Contractor, the parties may address the request under a separate written arrangement with Uptalent.
9.3 Uptalent may seek injunctive or equitable relief for violations of this Section, in addition to other remedies available under applicable law.
Unless Client opts out by written notice, Client agrees that Uptalent may reference Client’s name, logo and public testimonials in a general and professional manner for marketing purposes (e.g., on Uptalent’s website, presentations or proposals). Uptalent will not share confidential information or detailed project outcomes without Client’s prior written approval.
Client represents and warrants that:
(a) Client will provide sufficient and accurate information for Contractors to perform the Contractor Services;
(b) if Client is an organization, it is validly existing and in good standing, and the individual signing has authority to bind Client;
(c) Client’s use of the Contractor Services will not violate any applicable law, contract or obligation; and
(d) Client is solely responsible for determining whether Deliverables will be used in any context requiring licensed professionals, permitting, code compliance or regulatory approvals, and will obtain appropriate licensed review and approval where required.
THE UPTALENT SERVICES, CONTRACTOR SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UPTALENT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY AND QUALITY. CLIENT ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES BY UPTALENT IN ENTERING INTO THIS AGREEMENT.
13.1 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, UPTALENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO UPTALENT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.2 Exclusion of Damages. IN NO EVENT WILL UPTALENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, REPLACEMENT LABOR COSTS OR REPUTATIONAL HARM, WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Contractor Acts. Uptalent is not liable for the acts or omissions of Contractors. If a court of competent jurisdiction determines otherwise, any such liability is subject to the cap and exclusions in this Section 13.
13.4 Time Limitation. Any claim arising out of or relating to the Agreement must be brought within one year after the earlier of: (a) the date the claim arose; (b) the date Client knew or reasonably should have known of the facts giving rise to the claim; or (c) the termination of the relevant engagement.
13.5 No Personal Liability. Any claim arising out of or related to the Agreement must be brought solely against Uptalent, not against any individual officer, director, shareholder, employee or representative in their personal capacity.
Client will indemnify and hold harmless Uptalent and its officers, directors, employees, agents and affiliates from and against any third-party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Contractor Services or Deliverables; (b) any breach by Client of the Agreement; (c) any allegation that Client materials or Deliverables infringe a third party’s intellectual property rights; or (d) Client’s failure to obtain necessary licenses, permits or authorizations—except to the extent directly caused by Uptalent’s gross negligence or willful misconduct. All indemnification obligations are subject to the limitations of liability in Section 13.
15.1 Governing Law; Dispute Resolution. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of or relating to the Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in Wilmington, Delaware, in English. The arbitrator may award any remedy available at law or in equity, subject to the limitations in this Agreement. Judgment on the award may be entered in any court of competent jurisdiction. For enforcement of any arbitration award or injunctive relief in aid of arbitration, each party submits to the personal jurisdiction of the state and federal courts in Delaware. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
15.2 Force Majeure. Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control (e.g., natural disasters, pandemics, government actions, utility failures, labor disputes, internet disruptions). During a force majeure event, Client will not be charged for services not rendered, but force majeure does not excuse payment for services already rendered or invoiced.
15.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent (including email).
15.4 Relationship. The parties are independent contractors. Nothing in the Agreement creates any agency, partnership, joint venture, franchise or employment relationship. Contractors are not agents of Uptalent and cannot bind Uptalent.
15.5 Notices. All notices under the Agreement must be in writing. Notices to Client will be sent to the address in the Order Form. Notices to Uptalent must be sent by email to rafael@uptalent.io and ignacio@uptalent.io and are effective upon actual receipt by both recipients.
15.6 Attorneys’ Fees. In any action or proceeding arising out of the Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
15.7 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. If severance materially affects the economic substance of the Agreement, the parties will negotiate in good faith to modify the Agreement to preserve the original intent as closely as possible.
15.8 Waiver. No waiver of any provision is effective unless in writing signed by the waiving party. A waiver of any breach is not a waiver of any other or subsequent breach.
15.9 Entire Agreement. The Agreement (these Terms together with all Order Forms) constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
15.10 Amendments. Uptalent may update these Terms from time to time by posting a revised version. Any updated Terms will apply only to Order Forms executed after the date the updated Terms are posted. The Terms in effect as of the date an Order Form is executed will govern that Order Form for its duration, regardless of any subsequent updates.
15.11 Third-Party Beneficiaries. The Agreement is solely for the benefit of the parties and does not confer any rights on third parties.
15.12 Construction. The Agreement will not be construed against the drafting party.