If DocuSign causes you harm, the maximum amount they must pay you is limited to either the fees you paid them in the last 12 months or $100, whichever is greater, and they are never liable for indirect or consequential damages.
This analysis describes what DocuSign'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
The liability limitation defines the maximum financial exposure DocuSign assumes under the agreement and restricts the categories of damages recoverable by users, establishing predictable boundaries on potential claims related to service performance or breach.
Interpretive note: Enforceability of the $100 floor against consumers may vary by jurisdiction; EU and some US state consumer protection frameworks may not allow liability to be so substantially limited.
If DocuSign's service fails and causes you a significant business or legal harm, your financial recovery is capped at a small amount; users who pay little or nothing for DocuSign may find this cap covers only a fraction of their actual losses.
How other platforms handle this
In no event will either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid or payable by Customer in the twelve (12) months preceding the claim. In no event will either party be liable for any indirect, incidental, special, consequential, or punitive d...
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"IN NO EVENT WILL DOCUSIGN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE TOTAL FEES PAID BY YOU TO DOCUSIGN IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED DOLLARS ($100). IN NO EVENT WILL DOCUSIGN BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.— Excerpt from DocuSign's DocuSign Terms and Conditions
(1) REGULATORY LANDSCAPE: Limitation of liability clauses in B2B SaaS contracts are broadly enforceable in the US, though unconscionability doctrines in some states may limit enforceability against consumers. EU Directive 93/13 on unfair contract terms may render exclusions of liability for certain damages unenforceable against consumers in EU jurisdictions. The FTC Act's prohibition on unfair or deceptive practices may engage where liability limitations result in consumers bearing costs for harms caused by the company. (2) GOVERNANCE EXPOSURE: Medium to High for enterprise users. The $100 floor is particularly significant for free-tier users whose actual damages from a service failure, such as a missed contract deadline or a legally compromised document, could far exceed the cap. Business users paying subscription fees would have a higher cap but still may find it insufficient relative to damages caused by service failures in high-stakes transactions. (3) JURISDICTION FLAGS: California, New York, and EU jurisdictions may impose limits on how these liability caps apply to consumer users. Gross negligence and willful misconduct carve-outs, if present, should be identified. The terms should be reviewed for any exceptions to the liability cap relevant to data breach scenarios, which some jurisdictions require. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether the 12-month fee cap is adequate given their transaction volume and the potential business impact of DocuSign service outages or security incidents. Negotiating enhanced liability terms in an MSA is standard practice for high-value deployments. Indemnification provisions should be reviewed alongside this cap. (5) COMPLIANCE CONSIDERATIONS: Legal teams should map the liability cap against their organization's risk exposure from DocuSign service failures and assess whether contractual or insurance coverage is needed to bridge the gap. For regulated industries, confirm whether the liability cap is consistent with vendor risk management requirements.
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The liability limitation defines the maximum financial exposure DocuSign assumes under the agreement and restricts the categories of damages recoverable by users, establishing predictable boundaries on potential claims related to service performance or breach.
If DocuSign's service fails and causes you a significant business or legal harm, your financial recovery is capped at a small amount; users who pay little or nothing for DocuSign may find this cap covers only a fraction of their actual losses.
ConductAtlas has identified this type of provision across 227 platforms. See the full comparison.
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