The total aggregate liability of either party under the agreement is capped at the amounts paid or payable by the customer for services in the 12 months preceding the claim, except for claims categorized as Excluded Claims.
This analysis describes what Zendesk'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 financial ceiling on liability claims under the agreement. The Excluded Claims definition carves out several categories, including payment obligations, indemnification obligations, intellectual property misappropriation, and liability that cannot be excluded by law, which means claims in those categories are not subject to the cap.
Under this clause, claims against Zendesk arising from the agreement are capped at 12 months of fees paid, except for Excluded Claims which include intellectual property infringement, indemnification obligations, confidentiality breaches, customer payment obligations, and liability that cannot be excluded by applicable law.
Cross-platform context
See how other platforms handle Limitation of Liability Cap and similar clauses.
Compare across platforms →"EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY.Excerpt from Zendesk's Terms of Service
(1) REGULATORY LANDSCAPE: Limitation of liability clauses are subject to applicable contract law, and their enforceability varies by jurisdiction.
Enforcement risk, jurisdiction flags, contract triggers, and due diligence action items.
Get the weekly coverage letter
Companies change their terms without announcing it. We capture governance documents, compare each new version with the last, and publish what changed, with the source text behind it. One email a week on what we found and what we could not reach.
This provision establishes a financial ceiling on liability claims under the agreement. The Excluded Claims definition carves out several categories, including payment obligations, indemnification obligations, intellectual property misappropriation, and liability that cannot be excluded by law, which means claims in those categories are not subject to the cap.
Under this clause, claims against Zendesk arising from the agreement are capped at 12 months of fees paid, except for Excluded Claims which include intellectual property infringement, indemnification obligations, confidentiality breaches, customer payment obligations, and liability that cannot be excluded by applicable law.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by Zendesk.