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What is a Limitation of Liability Cap?

Highlighted from a real earnings story. Explained by Clicked.

Used in a sentence

The vendor insisted on a limitation of liability clause capping direct damages to the total fees paid over the trailing 12 months.

The reader highlighted one clause — on the page or in a PDF. Clicked broke down the legal term “limitation of liability” into plain English:

Explained in three depths

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Overview

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A limitation of liability cap sets the maximum one party can owe the other if things go wrong, often the fees paid over the previous 12 months. Losses above the cap stay where they fall: with you.

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Detail

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These clauses usually stack two separate limits, and confusing them is the classic mistake. The cap is a dollar ceiling on damages the vendor can owe. The consequential damages exclusion goes further, removing whole categories of loss such as lost profits, lost data value and business interruption from counting at all, cap or no cap. Then come the carve-outs: items such as fraud, IP infringement or confidentiality breaches, which sit outside the cap entirely and carry unlimited liability. The vendor's position is arithmetic rather than villainy, because a $99-a-month product cannot rationally insure a customer's entire business. The customer's counter is equally rational: negotiate the cap up, and move the worst-case items into the carve-outs. Read the clause in one order, asking what's excluded entirely, what's capped, and what escapes the cap, because those three answers are your actual downside.

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Analogy

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The coat check sign: "not responsible for items above $200." The shop limits its exposure to something proportional to the dollar it makes on you. Hang a $30,000 watch with your coat and that risk is yours, because the sign told you exactly where its responsibility ends.

AI explanations may contain errors · Not professional advice

Same facts, different vibe — Slang mode 😎

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Overview

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The liability cap is the vendor's blast shield: whatever explodes, they owe at most X, usually what you paid them last year. Your $2M outage on their $99-a-month plan? You're getting $1,188 and a heartfelt apology. 😎

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Detail

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Two limits wearing one trench coat: the cap, meaning max dollars they can owe, and the consequential exclusion, meaning whole categories such as your lost profits count for zero, cap or no cap. The vendor's math isn't evil, since $99 a month cannot insure your whole company, and everyone's lawyers know it. Your lawyer has two jobs: push the cap up, and get the mortal sins listed as carve-outs, which means fraud, IP theft and data breaches sit outside the cap with no ceiling at all. The reading order that shows your real downside: what counts for nothing, what's capped, what's uncapped. Everything else in the clause is decoration. 😎

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Analogy

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Your $3-a-month cloud backup loses ten years of photos. Buried in the terms: the most they'll ever owe is what you've paid them, so a decade of memories is worth thirty-six dollars. The payout was never sized to your loss, only to their revenue.

AI explanations may contain errors · Not professional advice

Formal definition — The same term, explained the usual way

A limitation of liability provision establishes a ceiling on recoverable damages, commonly indexed to fees paid over a trailing period, and is typically accompanied by an exclusion of indirect and consequential damages. Negotiated carve-outs — customarily fraud, willful misconduct, infringement, and confidentiality or data-protection breaches — are excepted from the cap and exclusions. Enforceability is generally upheld between sophisticated commercial parties, subject to public-policy limits.

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More from the gallery

What is an Indemnification Carve-Out?

The exception list that matters more than the liability cap — fraud and friends escape it.

What does Signed in Counterparts mean?

Why nobody needs to sign the same piece of paper — each copy counts as an original.

What is a Severability Clause?

One clause dies, the contract survives — how bad provisions get removed without killing deals.

What is a Condition Precedent?

The duty that doesn't exist until something happens first — and why its failure isn't a breach.

What is Joint and Several Liability?

Why any one co-signer can owe the entire debt — and who really carries the insolvency risk.

What does Void ab Initio mean?

The contract that never existed — erased from the start, not canceled from today.