The agreement caps impact.com's total financial liability to any user at the fees paid by that user during the twelve months before the claim arises, and excludes indirect, incidental, consequential, and special damages entirely.
This analysis describes what Impact'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 financial ceiling on impact.com's liability that is directly tied to the contractual fee level, which may be substantially lower than the operational losses a client could sustain from a platform failure, data breach, or service disruption affecting an active partnership program. The consequential damages exclusion further limits recovery for downstream business impacts.
Interpretive note: Enforceability may be limited in cases of gross negligence, willful misconduct, or data protection violations depending on jurisdiction and applicable law.
Under this clause, a user's maximum financial recovery from impact.com for any claim is limited to the fees paid in the prior twelve months, and claims for lost revenue, lost partnerships, or other indirect losses are excluded under the terms of the agreement.
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"IN NO EVENT WILL IMPACT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO IMPACT HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL IMPACT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.— Excerpt from Impact's Impact Terms and Conditions
(1) REGULATORY LANDSCAPE: Limitation of liability clauses in B2B commercial agreements are broadly enforceable in the United States under common law principles, though some jurisdictions restrict their application in cases of gross negligence, willful misconduct, or statutory violations. GDPR Article 82 preserves data subjects' rights to compensation for data protection violations, which may interact with contractual liability caps where impact.com processes personal data. (2) GOVERNANCE EXPOSURE: High for enterprise clients with large-scale partnership programs. The twelve-month fee cap may be a fraction of the business value at risk if the platform experiences an outage, data loss event, or tracking failure during a peak campaign period. The consequential damages exclusion compounds this exposure by precluding recovery for lost partnership revenue. (3) JURISDICTION FLAGS: California, New York, and EU jurisdictions may limit the enforceability of liability caps in cases involving intentional conduct, data protection breaches affecting consumers, or statutory violations. UK courts have interpreted limitation clauses strictly and may apply reasonableness tests under the Unfair Contract Terms Act 1977. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess whether the twelve-month cap is appropriate relative to the annual value of partnership programs managed on the platform. Supplemental representations and warranties insurance or contractual carve-outs for data breaches and willful misconduct are standard risk mitigation measures in enterprise SaaS agreements. (5) COMPLIANCE CONSIDERATIONS: Legal teams should verify whether the liability cap applies to data protection indemnities and whether a separate data processing agreement with a more specific liability framework is in place or available.
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This provision establishes a financial ceiling on impact.com's liability that is directly tied to the contractual fee level, which may be substantially lower than the operational losses a client could sustain from a platform failure, data breach, or service disruption affecting an active partnership program. The consequential damages exclusion further limits recovery for downstream business impacts.
Under this clause, a user's maximum financial recovery from impact.com for any claim is limited to the fees paid in the prior twelve months, and claims for lost revenue, lost partnerships, or other indirect losses are excluded under the terms of the agreement.
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