Customer Liability Limitation

Summary

Customers can limit their liability against Spellbook by negotiating specific clauses in their agreement. These include a limitation of liability clause that caps the customers maximum liability to a specific amount, such as the fees paid in the preceding 12 months. An indemnification clause should ensure that the customer is only liable for third-party claims resulting from their gross negligence or willful misconduct. Additionally, a data security clause should assign responsibility for data breaches and unauthorized access to customer data to Spellbook. These measures help protect the customer from excessive liability and ensure fair allocation of risk.

Full Conversation

(a) Spellbook retains all right, title, and interest in and to the Spellbook AI Platform, including without limitation all intellectual property rights in (i) the software used to provide the Spellbook AI Platform, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the Spellbook AI Platform. (b) This Agreement does not grant Customer any intellectual property license or rights in or to the Spellbook AI Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Spellbook AI Platform as specifically authorized by this Agreement. Customer recognizes that the Spellbook AI Platform and its components are protected by copyright and other laws.

To make the agreement more favorable to the customer, you can suggest the following modifications:
- Ownership and Rights: Spellbook retains all right, title, and interest in and to the Spellbook AI Platform, including without limitation all intellectual property rights in (i) the software used to provide the Spellbook AI Platform, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the Spellbook AI Platform. However, the Customer shall have a perpetual, non-exclusive, royalty-free license to use and modify these components for internal purposes.
- License and Usage Rights: This Agreement grants the Customer a non-exclusive, transferable, and perpetual license to use the Spellbook AI Platform and its components. The Customer is authorized to make copies, modifications, and derivative works of the Spellbook AI Platform for internal business purposes.
Would you like more specific wording or assistance with another clause?

Warranty clause that the software is virus and bug free

To ensure the software warranty is in favor of the customer, you can incorporate the following clause:

~Warranty Clause:~
Spellbook warrants that the Spellbook AI Platform is free from viruses, malware, and other harmful code at the time of delivery. Spellbook also warrants that the software will be free from material defects and bugs for a period of twelve (*) months from the date of delivery. In the event of any breach of this warranty, Spellbook will, at its own expense, promptly correct any defects or provide an alternative solution within a reasonable timeframe.
Would you like assistance with any other specific clauses or modifications?

add penalty also

To incorporate a penalty clause, you could suggest the following:

~Penalty Clause:~

In the event of a breach of the Warranty Clause, Spellbook agrees to pay the Customer a penalty of [specify amount] for each day the defect or bug remains uncorrected beyond the specified timeframe. This penalty is in addition to the obligation to correct the defect or provide an alternative solution.
Would you like assistance with any other clauses or modifications?

(iii) if such remedies are not commercially practical in Spellbook’s reasonable opinion, terminate the Agreement and refund the Subscription Fees paid for the Spellbook AI Platform for every month remaining in the then-current Term following the date after which Customer access to the Spellbook AI Platform ceases as a result of such breach of warranty.

To make this clause more favorable to the customer, you could suggest the following modification:
- In the event that such remedies are not commercially practical in Customer’s reasonable opinion, Customer may terminate the Agreement and Spellbook will refund all Subscription Fees paid for the Spellbook AI Platform for every month remaining in the then-current Term following the date after which Customer access to the Spellbook AI Platform ceases as a result of such breach of warranty.
Would you like assistance with any other clauses or modifications?

Make this in favour of customer :

Sure! Here is the revised version to make it more favorable to the customer:
- Ownership and Rights: Spellbook retains all right, title, and interest in and to the Spellbook AI Platform, including all intellectual property rights. However, the Customer shall have a perpetual, non-exclusive, royalty-free license to use and modify these components for internal purposes.
- License and Usage Rights: This Agreement grants the Customer a non-exclusive, transferable, and perpetual license to use the Spellbook AI Platform and its components. The Customer is authorized to make copies, modifications, and derivative works of the Spellbook AI Platform for internal business purposes.
- Warranty Clause: Spellbook warrants that the Spellbook AI Platform is free from viruses, malware, and other harmful code at the time of delivery. Spellbook also warrants that the software will be free from material defects and bugs for twelve (*) months from the date of delivery. In the event of a breach of this warranty, Spellbook will, at its expense, promptly correct any defects or provide an alternative solution within a reasonable timeframe.
- Penalty Clause: In the event of a breach of the Warranty Clause, Spellbook agrees to pay the Customer a penalty of [specSure! Here is the revised version to make it more favorable to the customer:
- Ownership and Rights: Spellbook retains all right, title, and interest in and to the Spellbook AI Platform, including all intellectual property rights. However, the Customer shall have a perpetual, non-exclusive, royalty-free license to use and modify these components for internal purposes.
- License and Usage Rights: This Agreement grants the Customer a non-exclusive, transferable, and perpetual license to use the Spellbook AI Platform and its components. The Customer is authorized to make copies, modifications, and derivative works of the Spellbook AI Platform for internal business purposes.
- Warranty Clause: Spellbook warrants that the Spellbook AI Platform is free from viruses, malware, and other harmful code at the time of delivery. Spellbook also warrants that the software will be free from material defects and bugs for twelve (*) months from the date of delivery. In the event of a breach of this warranty, Spellbook will, at its expense, promptly correct any defects or provide an alternative solution within a reasonable timeframe.
- Penalty Clause: In the event of a breach of the Warranty Clause, Spellbook agrees to pay the Customer a penalty of [spec

To make the clause more favorable to the customer, you could suggest the following modification:
- In the event that such remedies are not commercially practical in the Customer’s reasonable opinion, the Customer may terminate the Agreement and Spellbook will refund all Subscription Fees paid for the Spellbook AI Platform for every month remaining in the then-current Term following the date after which Customer access to the Spellbook AI Platform ceases as a result of such breach of warranty.
Would you like assistance with any other clauses or modifications?

(c) If Spellbook exercises its rights pursuant to Subsection *.*(b) above, Customer will promptly cease all use of the Spellbook AI Platform and all reproduction and use of the Documentation and erase all copies in its possession or control. This Section *.* states Customer’s sole remedy and Spellbook’s entire liability for breach of the warranty above in this Section *.*

To make this clause more favorable to the customer, you could suggest the following modification:
- If Spellbook exercises its rights pursuant to Subsection *.*(b) above, Customer will promptly cease all use of the Spellbook AI Platform and all reproduction and use of the Documentation and erase all copies in its possession or control. However, in such cases, the Customer shall be entitled to a prorated refund of any prepaid Subscription Fees for the period during which they were unable to use the Spellbook AI Platform.
Is there another clause or section you would like to modify?

Make this in favour of customer

To make the provided clause more favorable to the customer, you could suggest the following modification:
- If Spellbook exercises its rights pursuant to Subsection *.*(b) above, Customer will promptly cease all use of the Spellbook AI Platform and all reproduction and use of the Documentation and erase all copies in its possession or control. However, in such cases, the Customer shall be entitled to a prorated refund of any prepaid Subscription Fees for the period during which they were unable to use the Spellbook AI Platform.
Would you like assistance with another clause or modification?

(i) SPELLBOOK DOES NOT REPRESENT OR WARRANT THAT THE SPELLBOOK AI PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;

To make the clause more favorable to the customer, you could suggest the following modification:
- Spellbook represents and warrants that the Spellbook AI Platform will produce accurate and relevant content for the Customer and will perform without interruption or error. In the event of any interruption or error, Spellbook will promptly correct the issue at no additional cost to the Customer.
Would you like assistance with any other specific clauses or modifications?

Make it favourable for customer

(ii) WHILE MAINTAINING REASONABLE DATA SECURITY MEASURES AS PER SECTION *.*, SPELLBOOK CANNOT GUARANTEE THAT THE SPELLBOOK AI PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;

To make the clause more favorable to the customer, you could suggest the following modification:
- While maintaining reasonable data security measures as per Section *.*, Spellbook guarantees that it will employ industry-standard security practices to protect the Spellbook AI Platform from hacking or unauthorized intrusion. In the event of a data breach, Spellbook will promptly notify the Customer and take immediate corrective actions at no additional cost to the Customer.
Would you like assistance with another clause or modification?

(b)(a) (c)(b) Regardless of its data security protocols, Spellbook will have no responsibility or liability for (i) the accuracy of Customer Data uploaded to the Spellbook AI Platform by Customer and its Users, or (ii) Customer’s usage of, or reliance on, Outputs.

To make this clause more favorable to the customer, you could suggest the following modification:
- Spellbook will be responsible for ensuring the accuracy of Customer Data uploaded to the Spellbook AI Platform. Additionally, Spellbook shall be liable for any errors or issues arising from the Customer’s usage of, or reliance on, Outputs.
Is there another clause or section you would like to modify?

(d) CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF THE SPELLBOOK AI PLATFORM, WHICH USES AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY AI (INCLUDING THIRD PARTY LLMS) IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.

To make the clause more favorable to the customer, you could suggest the following modification:
- Spellbook acknowledges that while the Customer is responsible for decisions made based on the AI Platform, Spellbook shall ensure that the AI Platform is reliable and accurate. Spellbook will also provide support for evaluating the accuracy of the outputs generated by the AI.
Would you like assistance with another clause or modification?

(a) Spellbook will defend Customer from any third party claim alleging that Customer’s use of the Spellbook AI Platform as contemplated in this Agreement infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages and costs awarded against them, or agreed in settlement by Spellbook, resulting from such IP Claim.

To make the clause more favorable to the customer, you could suggest the following modification:
- Spellbook will defend Customer from any third party claim alleging that Customer’s use of the Spellbook AI Platform as contemplated in this Agreement infringes such third party’s patent, copyright, and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages, costs, and legal fees awarded against them, or agreed in settlement by Spellbook, resulting from such IP Claim.
Would you like assistance with another clause or modification?

(b) Spellbook will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Spellbook AI Platform by Customer or its Users; (ii) modification of the Spellbook AI Platform by anyone other than Spellbook or its representatives; (iii) or the combination, operation or use of the Spellbook AI Platform with other data, hardware, or software not provided by Spellbook.

To make this clause more favorable to the customer, you could suggest the following modification:
- Spellbook will have no liability or obligation with respect to any IP Claim if such claim is caused solely by (i) unauthorized use of the Spellbook AI Platform by Customer or its Users; (ii) modification of the Spellbook AI Platform by anyone other than Spellbook or its representatives; (iii) or the combination, operation or use of the Spellbook AI Platform with other data, hardware, or software not provided or approved by Spellbook.
Would you like assistance with another clause or modification?

(c) If Customer’s use of the Spellbook AI Platform results (or in Spellbook’ opinion is likely to result) in an IP Claim, Spellbook may at its own option and expense: (i) procure for Customer the right to continue using the Spellbook AI Platform; (ii) replace or modify the infringing components of the Spellbook AI Platform to make them non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable as determined by Spellbook, then either Customer or Spellbook may terminate Customer’s Order and/or subscription to the Spellbook AI Platform, and in that case Spellbook will refund Customer, on a pro-rated basis, any Subscription Fees that the Customer has previously paid Spellbook for the corresponding unused portion.

To make this clause more favorable to the customer, you could suggest the following modification:
- If Customer’s use of the Spellbook AI Platform results (or in Customer's reasonable opinion is likely to result) in an IP Claim, Spellbook may at its own option and expense: (i) procure for Customer the right to continue using the Spellbook AI Platform; (ii) replace or modify the infringing components of the Spellbook AI Platform to make them non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable, Customer may terminate the subscription and Spellbook will refund Customer, on a pro-rated basis, any Subscription Fees that the Customer has previously paid Spellbook for the corresponding unused portion.
Would you like assistance with another clause or modification?

(d) This section *.* states Spellbook’s entire liability, and Customer’s exclusive remedy, with respect to an IP Claim.

To make this clause more favorable to the customer, you could suggest the following modification:
- This section *.* outlines Spellbook’s entire liability and Customer’s primary, but not exclusive, remedy with respect to an IP Claim. This does not limit other remedies available to the Customer under the law or other provisions of this Agreement.
Would you like assistance with another clause or modification?

Make in favour of customer:

To make the provided clause more favorable to the customer, you could suggest the following modification:
- This section *.* outlines Spellbook’s entire liability and Customer’s primary, but not exclusive, remedy with respect to an IP Claim. This does not limit other remedies available to the Customer under the law or other provisions of this Agreement.
Would you like assistance with another clause or modification?

*.*. Indemnification by Customer. Customer will defend, indemnify, and hold harmless Spellbook against any third party claim, suit, or proceeding against Spellbook arising out of the Customer’s misuse of the Spellbook AI Platform, including without limitation: (a) claims by Users or by Customer’s employees, as well as by Customer’s own customers; (b) claims which, if true, would constitute a breach of Section * of this Agreement (Customer Obligations); and (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Spellbook AI Platform through Customer’s account, including without limitation by Customer Data.

To make this indemnification clause more favorable to the customer, you could suggest the following modifications:
- Customer will defend, indemnify, and hold harmless Spellbook against any third party claim, suit, or proceeding arising solely out of the Customer’s gross negligence or willful misconduct in the misuse of the Spellbook AI Platform.
Would you like assistance with another clause or modification?

To make the indemnification clause more favorable to the customer, you could suggest the following modification:
- Customer will defend, indemnify, and hold harmless Spellbook against any third party claim, suit, or proceeding arising solely out of the Customer’s gross negligence or willful misconduct in the misuse of the Spellbook AI Platform.
Would you like assistance with another clause or modification?

make it better

Sure! Here is a revised version to make it more favorable to the customer:
- Ownership and Rights: Spellbook retains all right, title, and interest in and to the Spellbook AI Platform, including all intellectual property rights. However, the Customer shall have a perpetual, non-exclusive, royalty-free license to use and modify these components for internal purposes.

- License and Usage Rights: This Agreement grants the Customer a non-exclusive, transferable, and perpetual license to use the Spellbook AI Platform and its components. The Customer is authorized to make copies, modifications, and derivative works of the Spellbook AI Platform for internal business purposes.
- Warranty Clause: Spellbook warrants that the Spellbook AI Platform is free from viruses, malware, and other harmful code at the time of delivery. Spellbook also warrants that the software will be free from material defects and bugs for twelve (*) months from the date of delivery. In the event of a breach of this warranty, Spellbook will, at its expense, promptly correct any defects or provide an alternative solution within a reasonable timeframe.
- Penalty Clause: In the event of a breach of the Warranty Clause, Spellbook agrees to pay the Customer a penalty of [specify amount] for each day the defect or bug remains uncorrected beyond the specified timeframe. This penalty is in addition to the obligation to correct the defect or provide an alternative solution.
- Termination and Refund: In the event that such remedies are not commercially practical in the Customer’s reasonable opinion, the Customer may terminate the Agreement and Spellbook will refund all Subscription Fees paid for the Spellbook AI Platform for every month remaining in the then-current Term following the date after which Customer access to the Spellbook AI Platform ceases as a result of such breach of warranty.
- Data Security: While maintaining reasonable data security measures, Spellbook guarantees that it will employ industry-standard security practices to protect the Spellbook AI Platform from hacking or unauthorized intrusion. In the event of a data breach, Spellbook will promptly notify the Customer and take immediate corrective actions at no additional cost to the Customer.
- Customer Data Accuracy: Spellbook will be responsible for ensuring the accuracy of Customer Data uploaded to the Spellbook AI Platform. Additionally, Spellbook shall be liable for any errors or issues arising from the Customer’s usage of, or reliance on, Outputs.
- AI Platform Reliability: Spellbook acknowledges that while the Customer is responsible for decisions made based on the

To make the indemnification clause more favorable to the customer, consider suggesting the following modification:
- Customer will defend, indemnify, and hold harmless Spellbook against any third party claim, suit, or proceeding arising solely out of the Customer’s gross negligence or willful misconduct in the misuse of the Spellbook AI Platform.
Would you like assistance with another clause or modification?

Customer will defend, indemnify, and hold harmless Spellbook against any third party claim, suit, or proceeding against Spellbook arising out of the Customer’s misuse of the Spellbook AI Platform and (a) claims by Users or by Customer’s employees, as well as by Customer’s own customers; (b) claims which, if true, would constitute a breach of Section * of this Agreement (Customer Obligations); and (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Spellbook AI Platform through Customer’s account, including without limitation by Customer Data.

*.*. Dollar Cap. EXCEPT FOR ARTICLE * (DATA SECURITY), ARTICLE * (CONFIDENTIAL INFORMATION), AND ARTICLE * (INDEMNIFICATION), SPELLBOOK’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (*) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

To make the Dollar Cap clause more favorable to the customer, you could suggest the following modification:
- Dollar Cap: Except for Article * (Data Security), Article * (Confidential Information), and Article * (Indemnification), Spellbook's cumulative liability for all claims arising out of or related to this Agreement will not exceed the cumulative subscription fees paid by Customer during the twelve (*) months preceding the act, omission, or occurrence giving rise to such liability. In the event of gross negligence or willful misconduct by Spellbook, this cap shall not apply.
Would you like assistance with another clause or modification?

EXCEPT WITH REGARD TO BREACHES OF ARTICLE * (CONFIDENTIAL INFORMATION), IN NO EVENT WILL SPELLBOOK BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

To make the provided clause more favorable to the customer, you could suggest the following modification:
- Except with regard to breaches of Article * (Confidential Information), in no event will Spellbook be liable for lost profits, loss of business, or for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement. However, in the event of gross negligence or willful misconduct by Spellbook, this limitation shall not apply.
Would you like assistance with another clause or modification?

(a) Spellbook maintains reasonable administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected or transmitted by Spellbook. Spellbook maintains a data security trust center available here, which (i) sets out all of Spellbook’s data security protocols, (ii) provides information on the data processing commitments of the LLMs used by Spellbook, and (iii) provides a list of Spellbook’s data subprocessors and related processing purposes. Further, a copy of Spellbook’s current security policy is available upon request.

Got it! To make the clause more favorable to the customer, you could suggest the following modification:
- Data Security: Spellbook maintains reasonable administrative, technical, and physical safeguards to protect all Customer Data. Spellbook guarantees that its data security protocols will be continuously updated to address emerging threats and ensure data integrity. In case of a data breach, Spellbook will notify the Customer immediately and take corrective actions at no additional cost.
Would you like assistance with another clause or modification?

*.*. Spellbook exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Accordingly, Spellbook will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Data.

To make this clause more favorable to the customer, you could suggest the following modification:
- Data Security: Spellbook exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Spellbook guarantees that its data security program will be continuously updated to address emerging threats and ensure data integrity. In case of a data breach, Spellbook will notify the Customer immediately and take corrective actions at no additional cost.
Would you like assistance with another clause or modification?

(a) THE LIABILITIES LIMITED BY THIS ARTICLE * APPLY TO THE BENEFIT OF SPELLBOOK’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF SPELLBOOK IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

To assist further, the original clause can be modified as follows to favor the customer:
- Liability Limitations: The limitations on liabilities stipulated in this Article * do not apply in cases of gross negligence or willful misconduct by Spellbook’s officers, directors, employees, agents, and third-party contractors. These exceptions apply regardless of the form of action, whether in contract, tort, strict product liability, or otherwise.
Would you like assistance with any other clauses or modifications?

Make it in favour of customer

To make the clause more favorable to the customer, you could suggest the following modification:
- The liabilities limited by this Article * apply to the benefit of Spellbook’s officers, directors, employees, agents, and third-party contractors. However, these limitations shall not apply in cases of gross negligence, willful misconduct, or breach of data security obligations by Spellbook. Additionally, the cap on liability shall not limit the Customer's statutory rights or other remedies available under the law.
Would you like assistance with another clause or modification?

To make this clause more favorable to the customer, you could suggest the following modification:
- The liabilities limited by this Article * shall not apply in cases of gross negligence, willful misconduct, or breach of confidentiality by Spellbook, its officers, directors, employees, agents, or third-party contractors. Additionally, the customer’s remedies shall not be limited if such remedies fail of their essential purpose.
Would you like assistance with another clause or modification?

(b) Customer acknowledges and agrees that Spellbook has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article *, and that such terms form an essential basis of the bargain between the parties

To make this clause more favorable to the customer, you could suggest the following modification:
- Customer acknowledges and agrees that Spellbook has based its pricing on, and entered into this Agreement in reliance upon, the limitations of liability and disclaimers of warranties and damages in this Article *. However, in the event of gross negligence, willful misconduct, or breach of confidentiality by Spellbook, these limitations shall not apply.
Would you like assistance with another clause or modification?

make it in favour of customer

To make the clause more favorable to the customer, you could suggest the following modification:
- Customer acknowledges and agrees that Spellbook has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article *. However, these limitations shall not apply in cases of gross negligence, willful misconduct, or breach of data security obligations by Spellbook. Additionally, the customer’s remedies shall not be limited if such remedies fail of their essential purpose.
Would you like assistance with another clause or modification?

To make the clause more favorable to the customer, you could suggest the following modification:
- Customer acknowledges and agrees that Spellbook has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article *. However, this does not preclude the Customer from seeking additional remedies available under the law for gross negligence, willful misconduct, or breach of data security obligations by Spellbook.
Would you like assistance with another clause or modification?

(d) For the avoidance of doubt, Spellbook’s liability limits and other rights set forth in this Article * apply likewise to Spellbook’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

To make the clause more favorable to the customer, you could suggest the following modification:
- For the avoidance of doubt, Spellbook’s liability limits and other rights set forth in this Article * apply likewise to Spellbook’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives. However, in cases of gross negligence, willful misconduct, or breach of data security obligations by Spellbook or its representatives, these limitations shall not apply.
Would you like assistance with another clause or modification?

Make it in favour of customer

To make the clause more favorable to the customer, you could suggest the following modification:
- For the avoidance of doubt, Spellbook’s liability limits and other rights set forth in this Article * apply likewise to Spellbook’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives. However, these limitations shall not apply in cases of gross negligence, willful misconduct, or breach of confidentiality by any of these parties.
Would you like assistance with another clause or modification?

To make the clause more favorable to the customer, you could suggest the following modification:
- For the avoidance of doubt, Spellbook’s liability limits and other rights set forth in this Article * apply to Spellbook’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives. However, these limitations do not apply in cases of gross negligence, willful misconduct, or breach of data security obligations by Spellbook or its representatives.
Would you like assistance with another clause or modification?

how can customer limit their liability against spellbook

To limit their liability against Spellbook, a customer can include the following clauses in the agreement:
- Limitation of Liability: Customer's liability for any claims arising from the use of the Spellbook AI Platform shall be limited to direct damages only, not exceeding the total subscription fees paid in the last 12 months.
- Indemnification: Spellbook will indemnify the customer against third-party claims arising due to Spellbook's gross negligence or willful misconduct.
- No Consequential Damages: Neither party shall be liable for any consequential, indirect, special, or punitive damages.
- Force Majeure: Customers should not be held liable for any failure to perform their obligations due to events beyond their control.
Would you like assistance with another specific clause or modification?

how can customer limit their liability against spellbook?

To limit their liability against Spellbook, customers can negotiate the following clauses in their agreement:
- Limitation of Liability: Limit the maximum liability of the customer to a specific amount, such as the fees paid in the preceding 12 months.
- Indemnification: Ensure the customer is only liable for third-party claims resulting from their gross negligence or willful misconduct.
- Data Security: Spellbook should be responsible for data breaches and unauthorized access to customer data.
Would you like assistance with drafting any of these clauses?

Customer Liability Limitation

Summary

Full Conversation

Related Chats