Sections 14.1 and 14.2 exclude indirect, consequential, and punitive damages for most claims and cap each party's total liability at amounts paid in the twelve months before the liability-triggering event, with exceptions for gross negligence, willful misconduct, security measure breaches, confidentiality breaches, indemnification obligations, and Customer payment obligations.
This analysis describes what OpenAI'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 trailing twelve-month payment amounts and excludes consequential damages for most claims, with specific carve-outs that preserve full liability for security, confidentiality, and indemnification obligations.
Expanded liability exclusions to explicitly include affiliates, employees, and agents; added specific exclusions for 'loss of profits or revenues' and 'loss of data, use, goodwill, or other intangible losses'; removed the specific $100 minimum cap and 12-month lookback period language (text appears truncated in current version).
View full change record →The agreement caps each party's total liability at the amount Customer paid to OpenAI in the twelve months before the triggering event, and excludes indirect and consequential damages for most claims. Exceptions preserve liability exposure for gross negligence, willful misconduct, security measure breaches, confidentiality violations, and indemnification obligations.
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"TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) CUSTOMER'S BREACH OF SECTION 3.3 (RESTRICTIONS); (C) OPENAI'S BREACH OF SECTION 5.1 (SECURITY MEASURES), OR (D) EITHER PARTY'S BREACH OF SECTION 7 (CONFIDENTIALITY), NEITHER CUSTOMER NOR OPENAI OR EITHER PARTY'S AFFILIATES OR LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ... EACH PARTY'S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO OPENAI DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.Excerpt from OpenAI's Business Terms
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This provision establishes a mutual liability cap tied to trailing twelve-month payment amounts and excludes consequential damages for most claims, with specific carve-outs that preserve full liability for security, confidentiality, and indemnification obligations.
The agreement caps each party's total liability at the amount Customer paid to OpenAI in the twelve months before the triggering event, and excludes indirect and consequential damages for most claims. Exceptions preserve liability exposure for gross negligence, willful misconduct, security measure breaches, confidentiality violations, and indemnification obligations.
ConductAtlas has identified this type of provision across 287 platforms. See the full comparison.
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