Glossary → Contracts
Contracts

Limitation of Liability

A ceiling on how much one party can be made to pay.

A limitation-of-liability clause caps the total a party can be required to pay if things go wrong — often set at the fees paid, or a multiple of them. Paired with a consequential-damages waiver, it defines the outer edge of your recovery. When the cap is low and one-sided, it can leave you far short of your actual loss.

In practice

“Each party’s total liability shall not exceed the fees paid in the prior twelve months.”

Don’t just look it up — see it in your document.

Before you sign, Main AI reads the actual contract and flags where a clause like this shifts risk onto you — in plain language, tied to the exact wording.

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Reading the cap with its carve-outs

Two things decide whether a cap is fair: the number, and what escapes it. Well-drafted caps carve out things that shouldn’t be limited — a party’s indemnity obligations, breach of confidentiality, IP infringement, and willful misconduct or gross negligence. If those carve-outs are missing, a low cap can effectively excuse serious wrongdoing. Check whether the cap is mutual, how it interacts with any consequential-damages waiver, and whether the amount bears any relationship to the harm a real breach would cause you.

See this in your own document: run a free analysis — findings quote the exact language.

What it looks like in a real document

“In no event shall Provider’s aggregate liability exceed $100, regardless of the form of action.”

A nominal cap like “$100” with no carve-outs is the one to push on — ask for exceptions covering confidentiality, IP, and willful misconduct, and a cap that reflects the deal’s real value.