SaaS Contract Terms Benchmark: Liability Caps, Notice Periods and Data Export Windows Across 25 Standard Agreements
By ClauseAudit Research · 26 sources ·
What is the usual limitation of liability cap in a SaaS contract?
In standard SaaS agreements, the usual limitation of liability cap is the fees you paid in the prior 12 months. Of 25 published agreements we checked, 21 use that cap and Figma uses the greater of $100 or 12 months of fees. Pipedrive looks back only 6 months, and Webflow caps everything at a flat $100.
- Most common liability cap lookback: fees paid in the prior 12 months (2025 edition (effective Aug 1, 2025), Zendesk, Inc.)
- 12 months
- Atlassian's ceiling on its higher cap for customer-data security breaches (Effective October 1, 2026, Atlassian)
- US$5,000,000
- Longest non-renewal notice in the set: Miro's standard Terms of Service (Effective September 1, 2021, RealtimeBoard Inc. dba Miro)
- 90 days
- Datadog's customer non-renewal notice before the order term expires (Last updated July 27, 2023, Datadog, Inc.)
- 15 days
- Longest post-termination data window: GitHub repository migration (Version: March 2025, GitHub, Inc.)
- 90 days
- Shortest fixed data export window in the set: Freshworks (Effective April 1, 2026, Freshworks Inc.)
- 14 days
- Webflow's flat cap on its total liability to a customer (Effective November 15, 2023, Webflow, Inc.)
- $100
- Pipedrive caps liability at fees paid in the prior six months (Current as of September 16, 2026, Pipedrive)
- 6 months
Most people sign SaaS terms by clicking a box. The terms behind that box decide three things you will care about later: how much the vendor owes you if something goes badly wrong, how early you have to say no before the plan renews, and how long you can still pull your data out after you leave.
We read the published standard terms of 25 well-known SaaS vendors, from Asana to Zoom, and pulled those three terms side by side. The pattern is clear on liability and messy on everything else. Below is what the numbers mean for a small business or a freelancer paying for software, and what to ask for before the next renewal.
How 25 standard SaaS agreements cap general liability
Chart data
| Label | Value |
|---|---|
| Fees from prior 12 months | 21 |
| Greater of $100 or 12 months of fees | 1 |
| Fees from prior 6 months (incl. $100 floor) | 2 |
| Flat $100 | 1 |
The 12-month fee cap is close to universal: 21 of 25 agreements use it. Figma lands in the same place with a $100 floor. The other three outliers cut the cap lower, so read the fine print on Pipedrive, Vercel and Webflow plans with extra care.
Download this chart (PNG)Non-renewal notice required to stop auto-renewal, 25 SaaS agreements
Chart data
| Label | Value |
|---|---|
| 90 days | 1 |
| 30 days | 10 |
| 15 days | 1 |
| Before term ends, no minimum | 9 |
| No auto-renewal clause in standard terms | 4 |
Only 10 of 25 agreements set a 30-day notice period, and 9 just ask you to cancel before the term ends. Miro's 90 days is the one that catches people, because the deadline lands a full quarter before renewal.
Download this chart (PNG)Post-termination data export window, 25 SaaS agreements
Chart data
| Label | Value |
|---|---|
| 90 days | 1 |
| 30 days | 9 |
| 14 days | 1 |
| No fixed window in the agreement | 14 |
14 of 25 agreements give you no fixed window to get your data back after termination. Treat the end of the term as your real export deadline unless your contract says otherwise.
Download this chart (PNG)Liability cap, non-renewal notice and data export window in 25 published SaaS agreements (standard terms, checked 2026-10-18)
| Vendor | Agreement and version | General liability cap | Customer non-renewal notice | Data access after termination |
|---|---|---|---|---|
| Airtable | Terms of Service, May 31, 2024 | Fees paid in the prior 12 months | Cancel before end of term (no minimum days) | No post-termination export window stated |
| Asana | Subscriber Terms, Sep 1, 2026 | Amount paid in the prior 12 months | 30 days before Renewal Date | 30 days (written request required) |
| Atlassian | Customer Agreement, Oct 1, 2026 | Amounts paid in the prior 12 months; data-breach claims: lesser of 2x those amounts or US$5,000,000 | Notice before end of term (no minimum days) | Per Documentation (no window in agreement) |
| Datadog | MSA, Jul 27, 2023 | Fees for the affected services in the prior 12 months | 15 days before expiration | Up to 30 days (all amounts paid) |
| Docusign | MSA, Nov 14, 2022 | Amounts paid in the prior 12 months | No auto-renewal clause in MSA (Order Form sets end date) | No window; post-termination help only under a paid SOW |
| Figma | Terms of Service, Mar 11, 2026 | Greater of $100 or subscription fees in the prior 12 months | Cancel before end of term (no minimum days) | 30 days |
| Freshworks | Terms of Service, Apr 1, 2026 | Fees in the applicable order in the prior 12 months | 30 days before expiration | 14 days |
| GitHub | Customer Agreement, Mar 2025 | Amount paid for the product in the prior 12 months | No auto-renewal clause (licenses expire unless renewed) | Up to 90 days (repository data migration) |
| GitLab | Subscription Agreement (handbook, Feb 5, 2026) | Amount paid in the prior one-year period | 30 days before expiration | No post-termination export window stated |
| HubSpot | Customer Terms, Sep 16, 2026 | Amounts paid or payable in the prior 12 months | Turn off auto-renew before end of term (no minimum days) | No general window; 30 days on written request for Marketing Hub Professional/Enterprise contacts |
| Intercom | Terms of Service, Sep 8, 2026 | Amount paid or payable in the prior 12 months | 30 days before expiration | 30 days |
| Linear | Terms of Service, Jun 9, 2026 | Fees paid or payable in the prior 12 months | Notify Linear or change plan (no minimum days) | No post-termination export window stated |
| Miro | Terms of Service, eff. Sep 1, 2021 | Amounts paid or payable in the prior 12 months | 90 days before term ends | 30 days |
| monday.com | Terms of Service, May 5, 2026 | Fees paid in the prior 12 consecutive months | 30 days before expiration (annual plans) | No fixed window; optional read-only mode can end without notice |
| PagerDuty | Terms of Service, Dec 21, 2023 | Amounts paid in the prior 12 months | 30 days before auto-renewal date | No post-termination export window stated |
| Pipedrive | Terms of Service, Sep 16, 2026 | Amount paid for the affected services in the prior 6 months | Cancel before Renewal Date (no minimum days) | No export window stated; data deleted within 180 days |
| Sentry | Terms of Service v3.0.0, Feb 12, 2024 | Amounts paid or payable in the prior 12 months | Cancel in account settings before term ends (no minimum days) | None after term (export during term only) |
| Smartsheet | User Agreement, Apr 3, 2026 | Fees for the affected services in the prior 12 months | 30 days before end of term | 30 days read-only (written request at termination); deletion within 180 days |
| Snowflake | Terms of Service, Apr 16, 2026 | Amount paid or payable in the prior 12 months; data protection claims: 2x | No renewal notice period in standard terms | Up to 30 calendar days (written notice required) |
| Sprout Social | Terms of Service, May 9, 2025 | Amount paid under the plan in the prior 12 months | 30 days before end of term (invoiced and monthly-paid annual plans); annual plans paid in-app: cancel before the next Annual Pay Date | No export right stated; content may be removed within 30 days |
| Twilio | Terms of Service, Jul 16, 2026 | Amounts paid or payable for the affected services in the prior 12 months | No renewal clause in standard terms | No post-termination export window stated |
| Vercel | Terms of Service, Jun 1, 2026 | Greater of $100 or fees paid in the prior 6 months | Cancel before renewal date (no minimum days) | None; content may be permanently deleted on termination |
| Webflow | Terms of Service, Nov 15, 2023 | $100 (flat) | Cancel before end of annual term (no minimum days) | No post-termination export window stated |
| Zendesk | Customer Agreement, Aug 1, 2025 | Amounts paid or payable in the prior 12 months | 30 days before renewal | 30 days |
| Zoom | Terms of Service, Aug 11, 2023 | Amount paid in the prior 12 months | 30 calendar days before renewal term | 30 calendar days |
Source: Formagrid Inc, dba Airtable, Airtable Terms of Service; Asana, Inc., Asana Subscriber Terms; Atlassian, Atlassian Customer Agreement; Datadog, Inc., Datadog Master Subscription Agreement; Docusign, Inc., Docusign Master Services Agreement; Figma, Inc., Figma Terms of Service; Freshworks Inc., Freshworks Terms and Conditions of Service; GitHub, Inc., GitHub Customer Agreement: General Terms; GitLab Inc., GitLab Subscription Agreement; HubSpot, Inc., HubSpot Customer Terms of Service (General Terms); HubSpot, Inc., HubSpot Product Specific Terms; Intercom, Inc., Intercom Terms of Service; Linear Orbit, Inc., Linear Terms of Service; RealtimeBoard Inc. dba Miro, Miro Terms of Service (self-serve and reseller customers); monday.com Ltd., monday.com Terms of Service; PagerDuty, Inc., PagerDuty Online Terms of Service; Pipedrive, Pipedrive Terms of Service; Functional Software, Inc. dba Sentry, Sentry Terms of Service; Smartsheet Inc., Smartsheet User Agreement; Snowflake Inc., Snowflake Terms of Service; Sprout Social, Inc., Sprout Social Terms of Service; Twilio Inc., Twilio Terms of Service; Vercel Inc., Vercel Terms of Service; Webflow, Inc., Webflow Terms of Service; Zendesk, Inc., Zendesk Customer Agreement; Zoom Communications, Inc., Zoom Terms of Service. Download as image
What is a normal limitation of liability cap in a SaaS contract?
The market answer is simple. If the vendor breaks the contract, the most it will pay you is roughly what you paid it over the prior 12 months. That is the cap in 21 of the 25 agreements we reviewed, including Asana, Atlassian, HubSpot, Zendesk and Zoom. Figma uses the greater of $100 or 12 months of fees, which works out the same for anyone paying more than $100 a year.
The small differences in wording do matter. Some vendors count amounts "paid" and others count amounts "paid or payable." If you pay monthly and a problem hits early in the contract, a "paid" cap only counts the invoices you have already settled. A "paid or payable" cap also counts fees you owe but have not paid yet, which is better for you. Datadog and Smartsheet narrow the base in a different way. They count only fees for the affected service, so a failure in one product does not open up your spend on the others.
Then there are the low outliers. Pipedrive looks back 6 months. Vercel uses the greater of $100 or 6 months of fees. Webflow caps its total liability at a flat $100, no matter what you pay. If your website or sales pipeline runs on one of these tools, the contract tells you plainly that a serious outage is your problem, not theirs.
Does the liability cap cover a data breach?
Usually not in the way you would hope. The general cap is the number most people look at, but the carve-outs decide the real exposure. Most agreements in this set lift the cap for indemnity, unpaid fees and confidentiality claims. Fewer give you a separate, higher cap for losing your data.
Two vendors in the set do. Snowflake raises the cap to 2x the prior 12 months for data protection claims. Atlassian, under its customer agreement effective October 1, 2026, sets a data-breach cap of the lesser of 2x the prior 12 months' fees or US$5,000,000. That second number is a ceiling, not a promise: a small team paying modest fees will hit the 2x limit long before it gets anywhere near the dollar ceiling.
For most of the other vendors, unless a confidentiality carve-out reaches it, a breach that exposes your customer list falls under the same general cap as a broken feature. If you store personal data in a tool, compare that cap with what a breach notice, a forensic review and lost customers would actually cost you. The gap is usually large, and it is what cyber insurance is for. Ask your broker whether your policy covers data held by a vendor, since coverage for third-party systems varies from policy to policy.
How much notice do you need to cancel a SaaS auto-renewal?
Less than you might fear, with one big exception. Here is how the 25 agreements split:
- 30 days before the end of the term: 10 agreements, including Asana, Freshworks, Intercom, Zendesk and Zoom. Sprout Social counts here for invoiced and monthly-paid annual plans.
- Cancel any time before the term ends, no minimum: 9 agreements, including Airtable, Figma, HubSpot and Vercel.
- 15 days: Datadog, under its MSA last updated July 27, 2023.
- 90 days: Miro, under its standard terms effective September 1, 2021.
- No auto-renewal clause in the standard terms: 4 agreements (Docusign, GitHub, Snowflake and Twilio), where the order form or license period controls.
How long do you have to export your data after canceling SaaS?
This is the term most buyers never check, and the one that hurts most when it goes wrong. 14 of the 25 agreements set no fixed window at all for getting your data back after termination. Sentry lets you export during the term only. Vercel says content may be permanently deleted on termination. monday.com offers an optional read-only mode that can end without notice.
Where a window exists, 30 days is the norm, used by 9 agreements. GitHub is the most generous at up to 90 days for repository migration. Freshworks gives 14 days, the shortest fixed window in the set. Asana, Smartsheet and Snowflake also require a written request, so if you miss that step the clock may run out without anything happening.
The practical rule: run a full export before you send a cancellation notice, not after. Check that the export opens in another tool and includes attachments, comments and history. Pipedrive and Smartsheet say data is deleted within 180 days, but deletion timing is not the same as a right to get it back.
What should you do before your next SaaS renewal?
You will not get Atlassian to rewrite its customer agreement for a small team plan. You can, though, control the terms that bite small buyers, and on larger order forms you can often negotiate them.
- Put every renewal date in your calendar with the notice deadline, not the renewal date, as the reminder. For a Miro subscription, that means a reminder a full quarter before the term ends.
- Check whether the cap counts fees "paid" or "paid or payable," and ask for the second if you pay monthly.
- If the tool holds customer or employee data, ask for a separate, higher cap for data breaches, using Snowflake's 2x and Atlassian's structure as examples.
- Ask for a written post-termination export window of at least 30 days. Nine vendors in this set already give exactly that, and GitHub gives up to 90.
- Read the order form as well as the online terms. An order form can set a different notice period or cap, and it usually wins.
How ClauseAudit helps
Upload your SaaS agreement or order form and ClauseAudit's automated review pulls out the terms on this page, compares them with the market pattern and explains each one in plain English. You see in a few minutes whether your vendor sits at the norm or below it.
- Limitation of liability: the cap basis (12 months, 6 months or flat), and whether it counts fees paid or payable
- Carve-outs and super caps for data breaches, confidentiality and indemnity
- Auto-renewal and the exact non-renewal notice deadline
- Post-termination data export window, deletion timing and any written request requirement
- Unilateral price increase and term change rights at renewal
- Whether the order form overrides the online terms
Frequently asked questions
What is the most common limitation of liability cap in SaaS contracts?
Fees paid over the prior 12 months. In our review of 25 standard SaaS agreements, 21 use that cap and Figma uses the greater of $100 or 12 months of fees. It is so common that a vendor offering less, such as a 6-month lookback or a flat $100, is clearly below market and worth questioning.
Is a $100 liability cap enforceable?
Often, yes, in a business contract. Courts tend to enforce caps that both sides agreed to, especially where the buyer is a business. Webflow caps its total liability at a flat $100. Some claims, such as fraud or gross negligence, may fall outside a cap depending on state law, but you should not plan around that. Plan as if the cap is real.
What is a super cap in a SaaS agreement?
A super cap is a second, higher limit for specific claims, usually data breaches or data protection failures. Snowflake uses 2x the prior 12 months of fees for data protection claims. Atlassian uses the lesser of 2x the prior 12 months' fees or US$5,000,000 for data-breach claims. Most vendors in our set do not offer one in their standard terms.
Which SaaS vendor needs the longest notice to stop auto-renewal?
Miro, at 90 days before the subscription term ends, under its standard terms effective September 1, 2021. That is the longest in our set of 25. The most common requirement is 30 days, used by 10 agreements. Datadog asks for 15 days, and 9 agreements only require you to cancel before the term ends.
What happens if I miss the non-renewal notice deadline?
In most of these agreements the plan renews for another term and you owe the fees. A vendor may agree to let you off, but the contract does not require it. Some states have auto-renewal laws that require reminders or easy cancellation, and those protect consumers more often than businesses, so check whether your plan is a business account.
How long do SaaS vendors keep your data after you cancel?
It varies, and many agreements do not say. 14 of the 25 we reviewed set no fixed export window after termination. Where one exists, 30 days is typical. GitHub allows up to 90 days for repository migration and Freshworks gives 14 days. Pipedrive and Smartsheet say they delete data within 180 days, but that is not a right to retrieve it.
Do I need to ask in writing to get my data back?
With some vendors, yes. Asana, Smartsheet and Snowflake require a written request to use their post-termination data window. If you skip that step, the window may close without any export being offered. The safest approach is to export everything yourself before you send the cancellation notice.
Can I negotiate SaaS liability caps and notice periods?
On self-serve plans, rarely. On annual plans with an order form, often. Ask for a cap based on fees paid or payable, a higher cap for data breaches, a written 30-day export window and a notice period that fits your budget cycle. Any change has to be written into the order form, because the online terms will not change for you.
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How 25 standard SaaS agreements cap general liability
Non-renewal notice required to stop auto-renewal, 25 SaaS agreements
Post-termination data export window, 25 SaaS agreements
Liability cap, non-renewal notice and data export window in 25 published SaaS agreements (standard terms, checked 2026-10-18)Embed the infographic
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Sources and method
Every number on this page comes from the sources below, each opened and read on or before October 18, 2026. A second, independent review checked every figure against its source and corrected anything that did not match. Figures that could not be confirmed were left out.
- Asana, Inc., Asana Subscriber Terms (Last Updated: September 1, 2026)
- Atlassian, Atlassian Customer Agreement (Effective starting: October 1, 2026)
- Datadog, Inc., Datadog Master Subscription Agreement (Last updated July 27, 2023)
- Docusign, Inc., Docusign Master Services Agreement (MSA Version: November 14, 2022)
- Figma, Inc., Figma Terms of Service (Effective Date: March 11, 2026)
- Freshworks Inc., Freshworks Terms and Conditions of Service (Effective Date: April 1, 2026)
- GitHub, Inc., GitHub Customer Agreement: General Terms (Version: March 2025)
- GitLab Inc., GitLab Subscription Agreement (Handbook page last modified February 5, 2026)
- HubSpot, Inc., HubSpot Customer Terms of Service (General Terms) (Last Modified: September 16, 2026)
- HubSpot, Inc., HubSpot Product Specific Terms (Last Modified: September 16, 2026)
- Intercom, Inc., Intercom Terms of Service (Effective September 8, 2026)
- Linear Orbit, Inc., Linear Terms of Service (Effective date: June 09, 2026)
- RealtimeBoard Inc. dba Miro, Miro Terms of Service (self-serve and reseller customers) (Publication date July 19, 2021; effective date September 1, 2021)
- monday.com Ltd., monday.com Terms of Service (Last Updated: May 05, 2026)
- PagerDuty, Inc., PagerDuty Online Terms of Service (Effective: December 21, 2023)
- Pipedrive, Pipedrive Terms of Service (Current as of September 16, 2026)
- Functional Software, Inc. dba Sentry, Sentry Terms of Service (Version 3.0.0 (February 12, 2024))
- Smartsheet Inc., Smartsheet User Agreement (Last Updated: April 3, 2026)
- Snowflake Inc., Snowflake Terms of Service (Last Updated: April 16, 2026)
- Sprout Social, Inc., Sprout Social Terms of Service (Effective Date: May 9, 2025)
- Twilio Inc., Twilio Terms of Service (Last Updated: July 16, 2026)
- Vercel Inc., Vercel Terms of Service (Last Updated June 1, 2026)
- Webflow, Inc., Webflow Terms of Service (Effective date: November 15, 2023)
- Zendesk, Inc., Zendesk Customer Agreement (Effective as of August 1, 2025 (new customers))
- Zoom Communications, Inc., Zoom Terms of Service (Effective Date: August 11, 2023)
- Formagrid Inc, dba Airtable, Airtable Terms of Service (Last Updated: May 31, 2024)
Cite this page
ClauseAudit, “SaaS Contract Terms Benchmark: Liability Caps, Notice Periods and Data Export Windows Across 25 Standard Agreements”, updated October 18, 2026, https://clauseaudit.com/data/saas-contract-terms-benchmark. Free to reuse with a link back (CC BY 4.0).
This page summarises published data and law as checked on October 18, 2026. Figures are updated as new editions are released, and your own situation may differ. It is general information, not legal, tax or financial advice.