If something goes wrong with Slack and your organization suffers losses, the most you can recover from Slack is the amount you paid for the service in the previous 12 months.
This analysis describes what Slack'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 clause defines the outer boundary of financial exposure for both Slack and customers in disputes, establishing a predictable maximum liability framework that applies regardless of the legal basis for the claim.
This clause limits how much an organization can recover from Slack for any loss, including data breaches or prolonged outages, to the prior year's subscription cost; organizations with high operational dependency should assess whether this cap is commercially acceptable.
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PERPLEXITY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS O...
In no event will either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid or payable by Customer in the twelve (12) months preceding the claim. In no event will either party be liable for any indirect, incidental, special, consequential, or punitive d...
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DUOLINGO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESUL...
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"IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.— Excerpt from Slack's Slack Terms of Service
REGULATORY LANDSCAPE: Limitation of liability clauses are generally enforceable under commercial contract law in most US jurisdictions, though some states limit exclusions of consequential damages in certain contexts. For EU customers, consumer protection regulations and some national commercial law provisions may constrain the enforceability of such caps, particularly where negligence or willful misconduct is involved. The clause is mutual (applying to both parties), which is a standard commercial practice. GOVERNANCE EXPOSURE: High for enterprise customers. Organizations with significant operational dependency on Slack — where an extended outage would produce financial losses exceeding annual subscription costs — face a structural gap between potential loss exposure and contractual recovery. This is particularly acute in financial services, healthcare, and mission-critical enterprise workflows. JURISDICTION FLAGS: EU/EEA jurisdictions may limit enforceability of consequential damages exclusions in certain circumstances. UK courts have examined liability caps in SaaS agreements under the Unfair Contract Terms Act. California courts generally enforce negotiated commercial liability caps between sophisticated parties. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether the 12-month cap is commercially appropriate for their operational risk profile and, where material, negotiate enhanced liability provisions or seek contractual uplifts. This is a standard negotiation point in enterprise SaaS agreements. COMPLIANCE CONSIDERATIONS: Risk management teams should quantify maximum credible loss scenarios from Slack service disruption or data breach and compare against the cap. Where the gap is material, complementary cyber insurance coverage or contractual SLA credits should be evaluated.
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This clause defines the outer boundary of financial exposure for both Slack and customers in disputes, establishing a predictable maximum liability framework that applies regardless of the legal basis for the claim.
This clause limits how much an organization can recover from Slack for any loss, including data breaches or prolonged outages, to the prior year's subscription cost; organizations with high operational dependency should assess whether this cap is commercially acceptable.
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