Except for indemnification obligations, gross negligence, willful misconduct, and Contentsquare's fee collection rights, each party's total liability is capped at the fees paid by Customer in the 12 months preceding the liability-triggering event. Consequential, indirect, and punitive damages are excluded for both parties under Section 10.1.
This analysis describes what Heap'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 establishes a mutual 12-month fee-based liability cap and a broad exclusion of consequential and indirect damages. The carve-outs for gross negligence and willful misconduct are mutual, but the carve-out for unpaid fee collection applies exclusively to Contentsquare, allowing uncapped recovery of fees while Customer's breach of data obligations remains subject to the cap.
Under this clause, Customer's financial recourse against Contentsquare for most claims is limited to the fees paid in the preceding 12 months. The agreement excludes recovery for loss of profits, loss of data, business interruption, and similar indirect damages by either party, subject to the stated exceptions.
Cross-platform context
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Compare across platforms →"Except for: (a) the Parties' express obligations under Section 9 (Third-Party Claims); (b) damages resulting from death or bodily injury, or physical damage to tangible real or personal property, caused by either Party's gross negligence; (c) damages resulting from either Party's gross negligence or willful misconduct; and (d) Contentsquare's right to collect unpaid Fees due hereunder, to the extent permitted by law, the total, cumulative liability of each Party (and their respective Affiliates) arising out of or related to the Agreement will be limited to the amounts paid by Customer for the CS Service during the twelve (12) month period preceding the first event giving rise to liability.Excerpt from Heap's Contentsquare Master Service Agreement
1) REGULATORY LANDSCAPE: Limitation of liability clauses in B2B contracts are generally enforceable under the governing commercial law, subject to jurisdiction-specific constraints.
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This provision establishes a mutual 12-month fee-based liability cap and a broad exclusion of consequential and indirect damages. The carve-outs for gross negligence and willful misconduct are mutual, but the carve-out for unpaid fee collection applies exclusively to Contentsquare, allowing uncapped recovery of fees while Customer's breach of data obligations remains subject to the cap.
Under this clause, Customer's financial recourse against Contentsquare for most claims is limited to the fees paid in the preceding 12 months. The agreement excludes recovery for loss of profits, loss of data, business interruption, and similar indirect damages by either party, subject to the stated exceptions.
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