Limitation of Liability

What it is

If something goes seriously wrong, neither party can sue the other for indirect losses like lost profits or business disruption, and Amplitude's total financial liability to you is capped at what you paid in the last twelve months.

Why it matters (compliance & governance perspective)

This clause means that in the event of a major data incident or prolonged service outage, the maximum financial recovery from Amplitude is limited to one year of subscription fees, which may be far less than the actual business harm suffered.

Consumer impact (what this means for users)

Businesses face a hard ceiling on what they can recover from Amplitude even in the event of a significant data breach or service failure, limited to fees paid over the prior twelve months. Consequential losses such as lost revenue, regulatory fines attributable to Amplitude's failure, or reputational damage are explicitly excluded.

Institutional analysis (Compliance & governance intelligence)

(1) REGULATORY LANDSCAPE: This provision is a standard commercial limitation of liability clause and does not directly implicate a specific regulatory framework, but it interacts with GDPR Article 82 (right to compensation for data subjects) in that while data subjects retain rights to seek compensation from controllers and processors, the ToS limitation applies between the contracting parties and may limit indemnification flows. The FTC Act's prohibition on unfair or deceptive acts does not directly constrain limitation of liability clauses in B2B contracts. (2) GOVERNANCE EXPOSURE: Medium. The twelve-month fee cap is common in SaaS agreements but may be materially insufficient for enterprise customers whose data volumes, regulatory exposure, or business criticality significantly exceed annual subscription value. The exclusion of consequential damages is particularly significant given that the most likely harms from an analytics platform failure (lost business intelligence, delayed product decisions, data loss) are consequential in nature. (3) JURISDICTION FLAGS: In some EU jurisdictions, limitation of liability clauses may be subject to reasonableness review under local contract law, and limitations that exclude liability for gross negligence or wilful misconduct may be unenforceable. California courts also apply reasonableness standards to consequential damage exclusions in certain commercial contexts. Customers subject to GDPR should note that contractual liability caps between parties do not extinguish data subject claims against controllers. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether the twelve-month cap is commercially adequate given the value of data processed and the business criticality of the platform. Negotiating carve-outs for data breaches, gross negligence, and wilful misconduct is standard practice in enterprise SaaS agreements and may be warranted here. Insurance requirements and breach notification obligations should be assessed in conjunction with this cap. (5) COMPLIANCE CONSIDERATIONS: Legal teams should document the gap between the contractual liability cap and potential regulatory exposure (including GDPR fines under Article 83) to ensure internal risk assessments are accurate. If Amplitude is identified as a critical vendor, the adequacy of the liability cap should be reviewed against internal vendor risk management policies.

Applicable regulations

Provision details

Other risks in this policy

• Operational Data Use medium
• Customer Data Ownership and License low
• Service Suspension and Termination medium
• Mutual Indemnification medium
• Acceptable Use and Restrictions medium
• DPA Incorporation by Reference medium