The agreement states that neither party may recover lost profits, business interruption losses, replacement service costs, or other consequential, punitive, or indirect damages from the other, and that total aggregate liability is capped at fees paid or payable under the applicable Service Order in the 12 months preceding the claim.
This analysis describes what Modal'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 cap on aggregate liability equal to 12 months of fees under the applicable Service Order and excludes recovery of consequential and indirect damages by either party. For Customers processing high-value data or running business-critical workloads on the platform, the practical recovery ceiling may be substantially lower than potential operational losses in the event of a service failure or data breach.
Interpretive note: Enforceability of the consequential damages waiver and liability cap may vary by jurisdiction, particularly in EU member states that impose mandatory liability minimums for certain categories of loss, and the agreement does not explicitly address carveouts for willful misconduct or fraud.
Under this clause, Customer's total recoverable damages from Modal for any claim are limited to the fees paid under the applicable Service Order in the preceding 12 months, and Customer cannot recover lost profits, business interruption losses, or other consequential damages. The mutual nature of the cap means Modal's recovery from Customer is subject to the same ceiling.
Cross-platform context
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Compare across platforms →"IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. EACH PARTY'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.Excerpt from Modal's Terms of Service
(1) REGULATORY LANDSCAPE: Liability limitation clauses in B2B SaaS agreements are generally enforceable under US and English law, though they may be subject to reasonableness review in certain EU member state jurisdictions.
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This provision establishes a mutual cap on aggregate liability equal to 12 months of fees under the applicable Service Order and excludes recovery of consequential and indirect damages by either party. For Customers processing high-value data or running business-critical workloads on the platform, the practical recovery ceiling may be substantially lower than potential operational losses in the event of a …
Under this clause, Customer's total recoverable damages from Modal for any claim are limited to the fees paid under the applicable Service Order in the preceding 12 months, and Customer cannot recover lost profits, business interruption losses, or other consequential damages. The mutual nature of the cap means Modal's recovery from Customer is subject to the same ceiling.
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