software liability disclaimers
Can placing prominent disclaimers prevent legal responsibility?
<p>I'm in the process of creating an app that facilitates communication between users to buy/sell (legal) items. My team was talking about forming an LLC to prevent getting sued for personal assets. 
Keep in mind, we do not make money from the app nor do we handle money (digital or otherwise) anywhere in the app, we just facilitate the communication between users buying/selling similar items and it's up to the users to meet and fulfill their agreed upon transaction. An auction of sorts, like craigslist, but in the US only.</p>

<p>I've been doing research on LLCs and it seems like forming an LLC will not 100% relieve us of legal responsibility of a transaction gone wrong. So I figured (to save spending unnecessary money) it would be possible to just place disclaimers <em>very</em> prominently throughout the app and item transaction process. In the event something goes wrong during the transaction, we will not be liable.</p>

<p>Will that resolve us of blame/responsibility of someone shouting "your app ripped me off! I'm suing you!"?</p>

<p><strong>No</strong></p>

<p>Any disclaimer is subject to a number of limitations:</p>

<ol>
<li>The other party must agree to it, if the disclaimer is a <em>click wrap</em> then this would suffice (generally).</li>
<li>You cannot disclaim responsibility for everything: local laws in each jurisdiction will generally impose not excludable terms into any consumer contract. The mere act of trying to exclude them may invalidate the entire disclaimer and/or leave you liable to prosecution for deceptive and misleading conduct.</li>
<li>You generally can't disclaim liability for negligence: many jurisdictions consider that allowing people to act with no liability for their actions is not good public policy and so they put laws in place that limit such disclaimers.</li>
<li>Your disclaimer is worthless towards people with whom you have no contract: if, for example, your negligence causes damage to someone with whom you have no contract then they can by-pass your disclaimer. </li>
</ol>

<p>It would be a really good investment to get professional legal advice on both the LLC and your disclaimer.</p>
