The agreement excludes Kit's liability for indirect, incidental, consequential, punitive damages, and lost profits, and limits total liability to amounts paid by the user in the prior twelve months where direct damages are concerned.
This analysis describes what ConvertKit's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision caps Kit's financial exposure to users who experience data loss, service interruption, account suspension, or revenue loss attributable to platform failure or third-party conduct. For users operating paid newsletters or commerce features, the exclusion of lost profits and lost data damages is operationally material given the revenue dependency the platform creates.
Interpretive note: Enforceability of consequential damages exclusions and the twelve-month cap varies by jurisdiction, particularly for consumer users in EU and UK jurisdictions under unfair contract terms legislation.
Under this clause, Kit's liability for losses including lost subscriber data, lost revenue from email campaigns, and service downtime is excluded or capped at amounts paid in the prior twelve months. The exclusion of consequential and lost profits damages applies even where such losses are foreseeable.
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"To the maximum extent permitted by applicable law, Kit shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the service; (ii) any conduct or content of any third party on the service; (iii) any content obtained from the service; or (iv) unauthorized access, use or alteration of your transmissions or content.— Excerpt from ConvertKit's ConvertKit Terms of Service
1. REGULATORY LANDSCAPE: Liability limitation clauses of this type are standard in SaaS agreements and are generally enforceable in the United States subject to applicable state law constraints; however, certain jurisdictions, including EU member states, may limit the enforceability of blanket consequential damages exclusions under consumer protection or unfair contract terms legislation. The EU Unfair Contract Terms Directive and UK Consumer Rights Act may constrain these limitations for consumer users in those jurisdictions. 2. GOVERNANCE EXPOSURE: Medium. The mutual application of the limitation means users cannot recover lost revenue, lost subscriber data, or lost goodwill from Kit even in cases of platform failure directly attributable to Kit's service. For business users with material revenue running through the platform, the gap between actual damages and capped recovery represents a known financial risk. 3. JURISDICTION FLAGS: EU and UK consumer users may have additional rights under local unfair contract terms legislation that limits Kit's ability to enforce these exclusions. California consumers may have rights under the CLRA that interact with limitation of liability terms. The enforceability of the twelve-month cap as applied to direct damages varies by jurisdiction. 4. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should negotiate this cap upward for agreements where the annual contract value substantially exceeds the twelve-month fee baseline, as the cap would otherwise limit recovery to the subscription cost rather than actual business impact. Vendor risk assessments should account for this limitation when evaluating Kit as a mission-critical platform. 5. COMPLIANCE CONSIDERATIONS: Business continuity planning should account for the contractual limitation on Kit's liability, and data backup and export procedures should be established independently of any expectation of recovery from Kit for data loss.
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This provision caps Kit's financial exposure to users who experience data loss, service interruption, account suspension, or revenue loss attributable to platform failure or third-party conduct. For users operating paid newsletters or commerce features, the exclusion of lost profits and lost data damages is operationally material given the revenue dependency the platform creates.
Under this clause, Kit's liability for losses including lost subscriber data, lost revenue from email campaigns, and service downtime is excluded or capped at amounts paid in the prior twelve months. The exclusion of consequential and lost profits damages applies even where such losses are foreseeable.
ConductAtlas has identified this type of provision across 236 platforms. See the full comparison.
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