Clause Type
Limitation of Liability - Aggregate Cap
Preferred
Vendor-only cap at 2x annual fees, with uncapped carve-outs for IP infringement, indemnification, and willful misconduct
Fallback
Vendor-only cap at 1.5x annual fees, carve-outs for indemnification and willful misconduct only
Walkaway
Mutual cap at 1x annual fees, willful misconduct carve-out only. Below this = escalate to partner.