Clauses
Open

We rethought the typical limitation of liability clause

It should be simple to understand what’s capped and what’s not. But most clauses bury that logic in dense formatting and outdated labels.

We cleaned it up, making the structure easier to read and the language better aligned with real SaaS risks.

Full section text

Limiting each party's liability

X.X.  Capped Liabilities
  1. Special Cap for Data Breach Liabilities.  A party’s cumulative total liability for any claims resulting from its breach of the “Maintaining Confidentiality” Section (solely those obligations pertaining to Customer Content), the “Implementing Security and Privacy Measures” Section, or the DPA (collectively, “Data Breach Liabilities”) {"changeText":"will not exceed One Year of Fees multiplied by 3"}.‍
  2. General Cap.  Except for a party’s Uncapped Liabilities, Data Breach Liabilities, and liabilities under the “Paying for Services” Section, a party’s cumulative total liability arising out of or related to this Agreement and all Orders will not exceed One Year of Fees.
Optional variations
Modify text below to replace it.
Oops! Something went wrong while submitting the form.
{ "changeVariations": { "change1": { "name": "Special cap not to exceed", "contextText":"One Year of Fees multiplied by {3}", "displayedText":"Special cap not to exceed" }}}
X.X.  Uncapped Liabilities‍

“Uncapped Liabilities” means:

  1. either party’s liabilities under the Sections “Provider’s Obligations to Handle Service Infringement Claims” and “Customer’s Obligations to Handle Claims Arising from Misuse”;
  2. either party’s liabilities from any claim that it infringed or misappropriated the other party’s Intellectual Property Rights;
  3. either party's liabilities from any claim that it breached the Section “Maintaining Confidentiality”, excluding obligations pertaining to Customer Content; and
  4. liabilities that cannot be limited by law.
Optional variations
Modify text below to replace it.
Oops! Something went wrong while submitting the form.
X.X.  Unrecoverable damages

Damages the Parties Will Not Be Liable For:

  • General Business Impact Damages. Except to the extent they fall within a party’s Uncapped Liabilities or Data Breach Liabilities, neither party will be liable for damages arising from the other party's: (i) lost revenues; (ii) diminished business value, goodwill, or reputation; or (iii) reduced future revenues, business opportunities, competitive advantages, or market share.
  • Customer Damages from Special Circumstances (Consequential Damages). Customer acknowledges that the Cloud Services are standardized and are not tailored to Customer’s special circumstances. Customer waives any right to bring a claim against Provider for damages that are foreseeable only because Customer informed Provider of those circumstances before entering into this Agreement.
  • {"name":"Exclude Damages from Generative AI","addText":"Customer Damages from Generative AI Outputs. Provider will not be liable to Customer for any damages arising from Customer’s use, reliance on, or distribution of Generative AI Outputs, including damages arising from any Claim by an Outside Entity against Customer."}
  • {"name":"Exclude damages from external tools","addText":"Customer Damages from use of external tools. Provider will not be liable to Customer for any damages caused by the actions or inactions of a provider of an External Tool. These damages may include those resulting from the loss or modification of Customer Content, or from impacts to how the Cloud Services operate. If this liability exclusion is not enforceable under applicable law, Provider’s total cumulative liability for such damages will not exceed [$5,000] U.S. dollars."}
  • {"name": "Exclude damages from high risk uses", "addText": "Customer Damages from High Risk Uses and Data Submissions. Provider will not be liable to Customer for any damages arising from: (1) any Claim by an Outside Entity that results from[ Customer’s submission of Protected Health Information to the Cloud Services without a BAA in place, or] Customer’s submission of inaccurate Customer Content to the Cloud Services; or (2) Customer’s use of the Cloud Services for High Risk Activities."}
  • {"name":"Exclude damages from trials","addText":"Customer Damages from Trials or Pre-Release Features. Provider will not be liable to Customer for any damages arising from Customer’s use of Pre-Release Features or use of the Cloud Services during a Trial. However, if this liability exclusion is not enforceable under applicable law, Provider’s total cumulative liability for such damages will not exceed [$1,000] U.S. dollars."}
Optional variations
Modify text below to replace it.
Oops! Something went wrong while submitting the form.
{"optionalVariations":{"option1":{"name":"Exclude Damages from Generative AI","default":"checked","afterText":" those circumstances before entering into this Agreement.</li>","addText":"<li><strong>Customer Damages from Generative AI Outputs.</strong>&nbsp;Provider will not be liable to Customer for any damages arising from Customer’s use, reliance on, or distribution of Generative AI Outputs, including damages arising from any Claim by an Outside Entity against Customer.</li>","displayedText":"Exclude damages arising from Generative AI Outputs"},"option2":{"name":"Exclude damages from external tools","default":"checked","afterText":" those circumstances before entering into this Agreement.</li>","addText":"<li><strong>Customer Damages from use of external tools</strong>&nbsp;Provider will not be liable to Customer for any damages caused by the actions or inactions of a provider of an External Tool. These damages may include those resulting from the loss or modification of Customer Content, or from impacts to how the Cloud Services operate. If this liability exclusion is not enforceable under applicable law, Provider’s total cumulative liability for such damages will not exceed [$5,000] U.S. dollars.</li>","displayedText":"Exclude damages from External Tools"},"option3":{"name":"Exclude damages from high risk uses","default":"checked","afterText":" those circumstances before entering into this Agreement.</li>","addText":"<li><strong>Customer Damages from High Risk Uses and Data Submissions.</strong>&nbsp;Provider will not be liable to Customer for any damages arising from: (1) any Claim by an Outside Entity that results from[ Customer’s submission of Protected Health Information to the Cloud Services without a BAA in place, or] Customer’s submission of inaccurate Customer Content to the Cloud Services; or (2) Customer’s use of the Cloud Services for High Risk Activities.</li>","displayedText":"Exclude damages from High-Risk Uses or Data Submissions"},"option4":{"name":"Exclude damages from trials","default":"checked","afterText":" those circumstances before entering into this Agreement.</li>","addText":"<li><strong>Customer Damages from Trials or Pre-Release Features.</strong>&nbsp;Provider will not be liable to Customer for any damages arising from Customer’s use of Pre-Release Features or use of the Cloud Services during a Trial.&nbsp;However, if this liability exclusion is not enforceable under applicable law, Provider’s total cumulative liability for such damages will not exceed [$1,000] U.S. dollars.</li>","displayedText":"Exclude damages from Trials or Pre-Release Features"}}}

What We Did Differently

We split the clause into manageable pieces, with clearer language around caps and exclusions.

Easier to read

Easier to apply

More aligned with how SaaS companies think about risk.

Definitions
  • Uncapped Liabilities<endsummary>
    1. Provider’s liabilities under the “Provider’s Obligations to Handle Service Infringement Claims” Section[ and the “Customer’s Obligations to Handle Claims Arising from Misuse” Section”];
    2. either party’s liabilities from any claim that it infringed or misappropriated the other party’s Intellectual Property Rights;
    3. either party's liabilities from any claim that it breached the “Maintaining Confidentiality” Section, excluding obligations pertaining to Customer Content; and
    4. liabilities that cannot be limited by law
  • Data Breach Liabilities<endsummary>a party’s cumulative total liability for any claims resulting from its breach of the “Maintaining Confidentiality” Section (solely those obligations pertaining to Customer Content), the “Implementing Security and Privacy Measures” Section, or the DPA
  • Service Infringement Claim<endsummary>a Claim that the Cloud Services, as used by Customer in accordance with this Agreement, infringe or misappropriate others’ Intellectual Property Rights.
  • Customer’s Improper Customization<endsummary>Customer’s modification, change, or combination of the Cloud Services with other software, systems, or data that: (1) results in infringement or misappropriation of others’ Intellectual Property Rights, and (2) would not have resulted in that infringement or misappropriation if Customer had used the Cloud Services as described in the User Documentation.
  • Infringement Mitigation<endsummary> modifying or replacing the allegedly infringing portion of the Cloud Services to make it non-infringing, without substantially impairing the Cloud Services’ primary features.
  • Trial<endsummary>means a limited time period during which Customer may use the Cloud Services on a free or trial basis, as specified in the applicable Order.
  • Pre-Release Features<endsummary>optional features, functionalities, or services that Provider invites Customer to use before they are generally available to all customers.
  • Early Termination<endsummary>nding a Service Period before its expiration date.
  • Claim<endsummary>any demand, notice, investigation, action, suit, or proceeding.
  • Prorated Refund<endsummary>a refund of prepaid fees covering the period from the effective date of termination to the end of the Service Period.
  • Service Period<endsummary>the period beginning on the Service Start Date and continuing for the service duration, as specified in each Order.

‍

  • Customer Content<endsummary>[Customer Account Information and] any data or content that Users: (1) submit to their Cloud Services accounts, including from External Tools, or (2) generate from use of the Cloud Services, but excluding Customer Usage Data or any Generative AI Outputs.
  • Intellectual Property Rights<endsummary>nder patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
  • One Year of Fees<endsummary>the total amount paid or payable by Customer to Provider under all Order(s) during the 12 months immediately preceding the first incident giving rise to liability, or, if the first incident giving rise to liability occurs after Service Closure, the total amount paid or payable by Customer to Provider under all Order(s) during the most recent 12-month period in which Customer paid fees to Provider.

‍

  • Customer Content<endsummary>[Customer Account Information and] any data or content that Users: (1) submit to their Cloud Services accounts, including from External Tools, or (2) generate from use of the Cloud Services, but excluding Customer Usage Data or any Generative AI Outputs.
  • Intellectual Property Rights<endsummary>under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

‍

  • Claim<endsummary>any demand, notice, investigation, action, suit, or proceeding.
  • Customer’s Infringing or Unlawful Content<endsummary>Customer Content that violates or infringes others’ Intellectual Property Rights, privacy rights, publicity rights, or other legal rights, including rights to prior consent.
  • High Risk Activity<endsummary>an activity (such as operation of nuclear facilities, air traffic control, life support systems, or emergency services) where the use or failure of the Cloud Services or a particular feature of the Cloud Services would reasonably be expected to lead to death, personal injury, or environmental or property damage.
  • Claim<endsummary>any demand, notice, investigation, action, suit, or proceeding.
  • Service Period<endsummary>the period beginning on the Service Start Date and continuing for the service duration, as specified in each Order.

‍

  • Customer Content<endsummary>[Customer Account Information and] any data or content that Users: (1) submit to their Cloud Services accounts, including from External Tools, or (2) generate from use of the Cloud Services, but excluding Customer Usage Data or any Generative AI Outputs.
  • One Year of Fees<endsummary>the total amount paid or payable by Customer to Provider under all Order(s) during the 12 months immediately preceding the first incident giving rise to liability, or, if the first incident giving rise to liability occurs after Service Closure, the total amount paid or payable by Customer to Provider under all Order(s) during the most recent 12-month period in which Customer paid fees to Provider.
  • Service Closure<endsummary>the end of a Service Period (whether by expiration or Early Termination), without a subsequent Order for the same Cloud Services taking effect immediately after.

‍

‍

Close Modal