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For commercial and business users, the agreement caps OpenAI's total aggregate liability at the greater of fees paid in the prior 12 months or $100, and excludes liability for indirect, incidental, special, consequential, or exemplary damages including lost profits, goodwill, and data losses.
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, which applies specifically to business and commercial users under the Business Use Addendum, establishes a low aggregate liability ceiling and a broad exclusion of consequential damages categories. Its enforceability under EEA or UK law for users who may qualify as consumers under applicable national legislation requires evaluation.
Interpretive note: Enforceability of the liability cap for EEA or UK users who may qualify as consumers under applicable national law depends on jurisdiction-specific assessment and is not resolved by the document's California governing law designation.
Under the Business Use Addendum, business users are subject to an aggregate liability cap of the greater of 12-month fees paid or $100, with consequential and indirect damages categories excluded. The document states these limitations apply only to the maximum extent permitted by applicable law.
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"Limitation of liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.Excerpt from OpenAI's EU Terms of Use
1. REGULATORY LANDSCAPE: This provision interacts with the EU Unfair Contract Terms Directive (93/13/EEC), UK Consumer Rights Act 2015, and applicable national unfair contract terms legislation. For users who qualify as consumers under applicable law regardless of how they describe their use, these limitations may be unenforceable. The $100 floor cap in particular may face scrutiny where service fees substantially exceed that amount. Relevant enforcement bodies include national consumer protection authorities and civil courts. 2. GOVERNANCE EXPOSURE: High for business users. The $100 aggregate floor creates a materially low ceiling for liability relative to potential service disruption or data loss scenarios in commercial contexts. Organizations should assess whether this cap is acceptable for their risk profile before relying on OpenAI services for business-critical workflows. 3. JURISDICTION FLAGS: EEA member states and the UK impose mandatory consumer protections that may override contractual liability limitations for users who qualify as consumers. California law governs business disputes per the Addendum, and its conflict with EEA or UK mandatory law requirements for locally resident business users requires evaluation by legal counsel. 4. CONTRACT AND VENDOR IMPLICATIONS: Procurement and legal teams should assess whether the $100 aggregate cap and consequential damages exclusion are acceptable within their vendor risk framework. Indemnification provisions in downstream contracts with clients or customers may not align with the limitation OpenAI asserts in these terms, creating a gap in liability coverage. 5. COMPLIANCE CONSIDERATIONS: Organizations should review their enterprise risk and vendor management policies to account for the liability cap, assess whether cyber insurance or other coverage addresses gaps created by the exclusion of data loss damages, and consider whether contractual representations made to their own customers are consistent with the limitations OpenAI asserts.
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This provision, which applies specifically to business and commercial users under the Business Use Addendum, establishes a low aggregate liability ceiling and a broad exclusion of consequential damages categories. Its enforceability under EEA or UK law for users who may qualify as consumers under applicable national legislation requires evaluation.
Under the Business Use Addendum, business users are subject to an aggregate liability cap of the greater of 12-month fees paid or $100, with consequential and indirect damages categories excluded. The document states these limitations apply only to the maximum extent permitted by applicable law.
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