The agreement caps each party's liability for claims arising under the Agreement at the total fees paid or payable in the 12 months preceding the event giving rise to the claim, and excludes liability for indirect, special, incidental, or consequential damages, including lost revenues, data loss, and service interruption. Exceptions apply for Customer's breach of use restrictions, indemnification obligations, and gross negligence, willful misconduct, or fraud.
This analysis describes what Linear'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 liability cap tied to 12 months of fees paid, which may be substantially lower than the value of data or business operations at risk in the event of a service failure, data loss, or security breach. The exclusion of consequential damages, including data loss and loss of goodwill, is a standard but operationally significant term for Customers relying on the platform for critical project data.
Under this clause, Linear's maximum liability for any claim is capped at fees paid in the prior 12 months, and neither party is liable for indirect damages including lost revenues, data corruption, or service interruption. Exceptions for gross negligence, willful misconduct, and fraud remain outside the cap.
Cross-platform context
See how other platforms handle Limitation of Liability and similar clauses.
Compare across platforms →"NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT FOR (I) CLAIMS ARISING FROM CUSTOMER'S BREACH OF SECTION 2.2 (Use Restrictions), (II) A PARTY'S OBLIGATIONS UNDER SECTION 8 (Indemnification) or (III) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (C) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE THAT IS OR THE PROFESSIONAL SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES.Excerpt from Linear's Terms of Service
REGULATORY LANDSCAPE: Limitation of liability clauses in B2B SaaS agreements are generally enforceable under Delaware and US federal law, subject to public policy exceptions.
Enforcement risk, jurisdiction flags, contract triggers, and due diligence action items.
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This provision establishes a mutual liability cap tied to 12 months of fees paid, which may be substantially lower than the value of data or business operations at risk in the event of a service failure, data loss, or security breach. The exclusion of consequential damages, including data loss and loss of goodwill, is a standard but operationally significant term …
Under this clause, Linear's maximum liability for any claim is capped at fees paid in the prior 12 months, and neither party is liable for indirect damages including lost revenues, data corruption, or service interruption. Exceptions for gross negligence, willful misconduct, and fraud remain outside the cap.
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