Limitation of Liability Cap

What it is

If W&B causes your organization harm, the most you can recover is the amount you paid W&B in the prior 12 months, and you cannot sue for lost profits, lost data value, or other indirect losses.

Why it matters (compliance & governance perspective)

For organizations with large or business-critical deployments, the 12-month fee cap may be far lower than the actual business loss caused by a service outage, data breach, or other failure, leaving the Customer with limited recourse.

Consumer impact (what this means for users)

Subscribing organizations are contractually limited in what they can recover from W&B, regardless of the severity of harm caused by a platform failure or data incident, with no recovery permitted for lost profits or consequential losses.

Institutional analysis (Compliance & governance intelligence)

REGULATORY LANDSCAPE: Limitation of liability clauses in commercial SaaS agreements are generally permissible under US contract law for business-to-business transactions. However, in EU/EEA jurisdictions, certain consumer protection and data protection laws may limit the enforceability of liability caps for data breaches involving personal data; GDPR Article 82 establishes a right to compensation for data subjects that cannot be contractually waived. The FTC Act is tangentially relevant if the limitation clause operates in a manner that could be deemed an unfair commercial practice in the context of consumer-facing data. GOVERNANCE EXPOSURE: Medium. The 12-month cap is a standard commercial SaaS construct, but its practical impact depends on the subscription fee level relative to the potential business risk. Organizations paying modest annual fees but relying on the platform for mission-critical AI workloads may find the cap materially inadequate. The exclusion of consequential damages is also standard but operationally significant for AI development teams where model training data loss could have downstream financial impact. JURISDICTION FLAGS: California governing law generally upholds consequential damages exclusions in commercial contracts between sophisticated parties. UK and EU customers should assess whether local mandatory law provisions override this cap, particularly for gross negligence or fraud. Some jurisdictions do not permit exclusion of liability for death, personal injury, or gross negligence by operation of law. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should model the actual financial exposure of a worst-case service failure against the 12-month fee cap to determine whether the cap is commercially acceptable. Where the gap is material, teams may seek to negotiate a higher cap for specific breach scenarios (e.g., data loss or confidentiality breach) or to carve out gross negligence and willful misconduct from the cap. COMPLIANCE CONSIDERATIONS: Legal teams should (a) document the annual fee level and model the adequacy of the cap against realistic loss scenarios; (b) confirm whether cyber liability or technology E&O insurance can cover losses beyond the contractual cap; (c) assess whether the mutual nature of the cap provides meaningful symmetry given the Customer indemnification obligation, which is not subject to the same cap as written; and (d) verify whether any applicable data protection law imposes non-waivable liability that would supersede this clause.

Applicable regulations

Provision details

Other risks in this policy

• Customer Indemnification of W&B high
• W&B License to Use Customer Data medium
• Suspension and Termination Rights medium
• Governing Law and Venue medium
• Intellectual Property Ownership low
• Data Processing Addendum Reference high