Support Policy (Enterprise SaaS) — New York

ENTERPRISE SAAS SUPPORT POLICY

NEW YORK-SPECIFIC EDITION

Support Policy Reference Number: [________________________________]

Effective Date: [__/__/____]

Last Revised: [__/__/____]

This Enterprise SaaS Support Policy ("Support Policy" or "Policy") is incorporated into and forms part of the Master SaaS Agreement or equivalent subscription agreement ("Master Agreement") between the parties identified below. Capitalized terms not defined herein shall have the meanings set forth in the Master Agreement.

Provider: [________________________________] ("Provider")

• Address: [________________________________]
• State of Organization: [________________________________]

Customer: [________________________________] ("Customer")

• Address: [________________________________]
• State of Organization: [________________________________]

Master Agreement Date: [__/__/____]

Master Agreement Reference: [________________________________]

TABLE OF CONTENTS

1. Definitions
2. Scope of Support
3. Support Tiers and Pricing
4. Support Hours and Channels
5. Named Support Contacts
6. Severity Definitions
7. Response and Resolution Targets
8. Escalation Matrix
9. Customer Obligations
10. Exclusions
11. Status Updates and Communication
12. Maintenance Windows
13. Version Support and End-of-Life
14. Service Credits
15. Support Performance Reporting
16. Security Incident Support
17. Changes to Support Policy
18. Order of Precedence
19. New York-Specific Legal Provisions
20. Electronic Signatures
21. Signature Blocks
22. Exhibit A: Support Contact Information
23. Exhibit B: Supported Configurations

1. DEFINITIONS

1.1 "Authorized Contact" means an individual designated by Customer authorized to submit support requests, access the Support Portal, and communicate with Provider's support personnel.

1.2 "Business Day" means Monday through Friday, excluding federal holidays and New York State holidays, including but not limited to Lincoln's Birthday (February 12) and Election Day (first Tuesday after first Monday in November in even-numbered years).

1.3 "Business Hours" means 8:00 AM to 6:00 PM Eastern Time (ET) on Business Days, unless otherwise specified by Support Tier.

1.4 "Customer Environment" means Customer's hardware, software, network infrastructure, configurations, third-party integrations, and operating conditions.

1.5 "Defect" means a reproducible failure of the SaaS Service to perform materially in accordance with the Documentation.

1.6 "Enhancement" means a request for new functionality not described in the Documentation.

1.7 "Error" means a verifiable and reproducible failure to conform to Documentation specifications.

1.8 "Fix" means a permanent code change resolving a Defect or Error.

1.9 "Hot Fix" means an emergency code change for Severity 1 or Severity 2 Incidents outside the standard release cycle.

1.10 "Incident" means any event causing or potentially causing an interruption or reduction in SaaS Service quality.

1.11 "Maintenance Window" means a designated period for scheduled maintenance, updates, patches, or upgrades.

1.12 "Named Support Contact" means an individual designated in Exhibit A as Customer's primary liaison with Provider.

1.13 "Production Environment" means the live SaaS Service instance for actual business operations.

1.14 "Resolution" means Incident resolution through a Fix, Hot Fix, Workaround, or corrective action.

1.15 "Root Cause Analysis" ("RCA") means a structured investigation with written report covering timeline, factors, corrections, and prevention.

1.16 "Service Credit" means a credit against future fees per Section 14.

1.17 "Service Level" means a measurable performance standard per Section 7 and the Master Agreement.

1.18 "Severity Level" means Incident classification per Section 6.

1.19 "Support Portal" means Provider's web-based system at [________________________________].

1.20 "Ticket" means a uniquely numbered record tracking a support request.

1.21 "Uptime" means monthly Production Environment availability percentage per the Master Agreement.

1.22 "Workaround" means a temporary method circumventing a Defect or Error without a permanent Fix.

2. SCOPE OF SUPPORT

2.1 Included Support Services

(a) Break/Fix Support — Diagnosis and resolution of Errors, Defects, and Incidents.

(b) Configuration Assistance — Guidance within documented parameters.

(c) Standard Integration Support — Provider-documented integrations and published APIs.

(d) Software Updates — Patches, minor and major releases.

(e) Knowledge Base Access — Self-service articles, guides, FAQs.

(f) Health Checks — Periodic reviews for Premium and Enterprise customers.

2.2 Excluded Services

(a) Custom development or source code modifications;
(b) On-site support;
(c) Training beyond standard onboarding;
(d) Data migration or conversion;
(e) Third-party items not in Exhibit B;
(f) Customer infrastructure optimization; and
(g) End-of-life version support per Section 13.

3. SUPPORT TIERS AND PRICING

Selected Tier: ☐ Standard | ☐ Premium | ☐ Enterprise

4. SUPPORT HOURS AND CHANNELS

4.1 Support Hours by Tier

4.2 Support Channels

4.3 After-Hours Support

Severity 1/2 outside standard hours: Premium and Enterprise via emergency line at [________________________________]. Standard tier SLA clock begins next Business Day.

4.4 SLA Clock

Begins on Ticket creation with sufficient information. Pauses awaiting Customer input.

5. NAMED SUPPORT CONTACTS

5.1 Allocation

Standard: 2 | Premium: 5 | Enterprise: 10

5.2 Requirements

Complete Provider onboarding; technical triage capability; Workaround approval authority; Business Hours availability.

5.3 Changes

Via Portal or email to [________________________________]. Effective within two (2) Business Days. Onboarding within fifteen (15) calendar days.

6. SEVERITY DEFINITIONS

6.1 Disputes

Escalate to Support Manager within two (2) hours. Unresolved disputes per Section 8.

7. RESPONSE AND RESOLUTION TARGETS

SLA clock pauses for Customer input, third-party fixes, and force majeure.

8. ESCALATION MATRIX

Customer-initiated escalation via Portal or [________________________________].

9. CUSTOMER OBLIGATIONS

9.1 Supported Configurations

Maintain environment per Exhibit B.

9.2 Log Access

Provide logs, screenshots, diagnostics. For Sev 1/2, within one (1) hour.

9.3 Patches

Critical within fourteen (14) days; non-critical within thirty (30) days.

9.4 Contact Availability

One Named Contact during Business Hours; for Sev 1, within thirty (30) minutes outside hours.

9.5 Ticket Quality

Include: description, expected/actual behavior, reproduction steps, business impact, environment, logs/screenshots.

9.6 Environment Changes

Five (5) Business Days' advance notice.

10. EXCLUSIONS

No support obligation for: (a) Customer network/hardware; (b) unsupported third-party items; (c) unauthorized use; (d) unauthorized modifications; (e) missed patches; (f) unsupported configurations; (g) unsupported browsers/OS; (h) force majeure; (i) Customer data issues; (j) EOL versions.

11. STATUS UPDATES AND COMMUNICATION

12. MAINTENANCE WINDOWS

12.1 Scheduled

Standard window: [________________________________] (e.g., Sundays 2:00 AM – 6:00 AM ET). Seventy-two (72) hours' notice.

12.2 Emergency

For critical security or data integrity. Four (4) hours' notice when feasible.

12.3 Uptime Impact

Scheduled maintenance excluded from SLA. Emergency counts unless force majeure or Customer-caused.

12.4 Status Page

[________________________________]

13. VERSION SUPPORT AND END-OF-LIFE

13.1 Supported Versions

Current version plus two (2) prior major versions.

13.2 EOL Notice

One hundred eighty (180) calendar days.

13.3 Post-EOL Patches

Ninety (90) calendar days of critical security patches.

13.4 Migration Assistance

Free for Premium/Enterprise who initiate within notice period.

14. SERVICE CREDITS

14.1 Eligibility

For missed Response Times or Uptime SLA, subject to Section 10 exclusions.

14.2 Response Time Credits

14.3 Uptime Credits

14.4 Cap

100% of affected month's fees. Non-cash, applied to next invoice.

14.5 Claim Process

Written claim within thirty (30) days of month-end. Provider responds within fifteen (15) Business Days.

14.6 Sole Remedy and New York Consumer Rights

Service Credits are sole and exclusive remedy for SLA failures, except for willful misconduct, gross negligence, or confidentiality breaches.

New York Consumer Protection Notice: This sole remedy clause does not limit or waive any rights under N.Y. Gen. Bus. Law § 349 (deceptive practices) or § 350 (false advertising). Under GBL § 349, a consumer plaintiff must show: (1) consumer-oriented conduct; (2) material misleading conduct; and (3) injury. A disclaimer may not bar a GBL § 349 claim unless it "utterly refutes" the plaintiff's allegations. To the extent Customer qualifies as a "consumer" under these provisions, their protections are preserved.

15. SUPPORT PERFORMANCE REPORTING

15.1 Monthly Reports

Within ten (10) Business Days: Tickets by Severity, Response/Resolution vs. targets, escalations, Uptime, Sev 1/2 summaries, Service Credits.

15.2 Reviews

Quarterly for Premium; monthly for Enterprise.

15.3 KPIs

First Response Time, MTTR, CSAT, Reopen Rate, Escalation Rate, Uptime.

16. SECURITY INCIDENT SUPPORT

16.1 Classification

Security Incidents default to Severity 1.

16.2 Elevated Support

(a) Dedicated coordinator within 15 min; (b) updates every 30 min; (c) coordination with Customer security; (d) interim report within 24 hrs; (e) full RCA within 5 Business Days.

16.3 New York SHIELD Act Compliance

Per the Stop Hacks and Improve Electronic Data Security Act (N.Y. Gen. Bus. Law § 899-aa), as amended:

(a) Notification Deadline. Notification to affected New York residents must be made within thirty (30) calendar days of discovery of the breach.

(b) Attorney General Notification. If the breach affects more than five hundred (500) New York residents, written notice to the State Attorney General must be provided within ten (10) calendar days after the determination.

(c) Expanded Definition of Private Information. Effective March 21, 2025, "private information" includes medical information (medical history, conditions, treatments, diagnoses) and health insurance information (policy numbers, subscriber IDs, claims history, appeals history), in addition to the previously covered categories (Social Security numbers, driver's license numbers, financial account numbers with security codes, biometric data).

(d) Required Safeguards. The SHIELD Act requires businesses to implement: (i) administrative safeguards (employee training, risk assessment, vendor management); (ii) technical safeguards (network security, intrusion detection, encryption); and (iii) physical safeguards (data storage security, secure disposal).

(e) Penalties. Knowing or reckless violations: civil penalty of the greater of $5,000 or up to $20 per failed notification instance, capped at $250,000. The Attorney General may also seek injunctive relief.

(f) Provider Obligations. Provider shall cooperate with Customer in timely notifications, maintain security safeguards consistent with SHIELD Act requirements, and provide forensic data for investigations.

16.4 Coordination

Provider's security support integrates with Customer's incident response plan. Security contact in Exhibit A.

17. CHANGES TO SUPPORT POLICY

17.1 Notice

Sixty (60) days for material changes; thirty (30) days for non-material.

17.2 Material Reduction Protections

Customer may accept or require prior version through current term.

17.3 Non-Diminishment

No reductions below Effective Date levels without consent.

18. ORDER OF PRECEDENCE

This Policy is subject to the Master Agreement. Support metrics/procedures in this Policy control; otherwise the Master Agreement governs.

19. NEW YORK-SPECIFIC LEGAL PROVISIONS

19.1 Governing Law

This Policy is governed by the laws of the State of New York, without regard to conflict of laws principles. The parties agree that this Policy shall be construed in accordance with New York law, including the New York Uniform Commercial Code as it may apply to software and service transactions.

19.2 Venue and Jurisdiction

Exclusive jurisdiction in state and federal courts in [________________________________] County, New York (e.g., New York County — Manhattan, Kings County — Brooklyn, Suffolk County, Westchester County, Erie County — Buffalo, Monroe County — Rochester, Albany County).

19.3 General Business Law § 349 — Deceptive Practices

N.Y. Gen. Bus. Law § 349 declares unlawful "deceptive acts or practices in the conduct of any business, trade or commerce or in the furnishing of any service." This statute applies broadly and does not require privity of contract.

To prevail on a § 349 claim, a plaintiff must demonstrate: (1) consumer-oriented conduct; (2) that is materially misleading; and (3) plaintiff suffered injury. The conduct must have a broader impact on consumers at large; purely private contract disputes unique to the parties do not give rise to § 349 claims.

Provider represents that all Service Levels, support descriptions, and commitments in this Policy are truthful, non-misleading, and not deceptive.

19.4 General Business Law § 350 — False Advertising

N.Y. Gen. Bus. Law § 350 prohibits false advertising, which is defined as advertising that is "misleading in a material respect." Provider represents that any marketing or advertising of support services is accurate and consistent with the Service Levels in this Policy.

19.5 Implied Warranty

Under New York's UCC (N.Y. U.C.C. § 2-314), a warranty of merchantability is implied in contracts for goods by a merchant. To disclaim, the language must mention merchantability and be conspicuous (N.Y. U.C.C. § 2-316). New York courts may apply UCC Article 2 to software transactions, particularly where the transaction involves a transfer of goods or a mixed goods-and-services arrangement. This Policy does not disclaim warranties; any disclaimer is in the Master Agreement and must comply with New York law.

19.6 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY NEW YORK LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

New York Practice Note: New York courts generally enforce knowing and voluntary pre-dispute jury waiver provisions in commercial contracts. See Morgan Guar. Trust Co. of N.Y. v. Crane, 36 F. Supp. 2d 602 (S.D.N.Y. 1999).

19.7 Cure Period

Thirty (30) calendar days to cure material breach after written notice, except for Sev 1 failures unresolved beyond twice the Resolution Target.

19.8 Statute of Limitations

Written contract claims: six (6) years (N.Y. C.P.L.R. § 213(2)). GBL § 349/350 claims: three (3) years (N.Y. C.P.L.R. § 214(2)). UCC warranty claims: four (4) years (N.Y. U.C.C. § 2-725).

20. ELECTRONIC SIGNATURES

This Policy may be executed electronically in accordance with the New York Electronic Signatures and Records Act (ESRA) (N.Y. State Tech. Law §§ 301-309) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.). Electronic signatures shall have the same validity and effect as manual signatures.

New York Note: New York adopted ESRA rather than UETA. ESRA provides that an electronic signature shall have the same validity and effect as a signature affixed by hand. An electronic signature is defined as "an electronic sound, symbol, or process, attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the record."

21. SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties execute this Policy as of the Effective Date.

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CUSTOMER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: SUPPORT CONTACT INFORMATION

Provider Support Contacts

Customer Named Support Contacts

Security Incident Contact

EXHIBIT B: SUPPORTED CONFIGURATIONS

Browsers

Operating Systems

Network

Third-Party Integrations

SOURCES AND REFERENCES

1. N.Y. General Business Law § 349 — Deceptive Acts and Practices
   https://www.nysenate.gov/legislation/laws/GBS/A22-A

2. N.Y. SHIELD Act — N.Y. Gen. Bus. Law § 899-aa
   https://www.nysenate.gov/legislation/laws/GBS/899-AA

3. N.Y. Electronic Signatures and Records Act (ESRA) — N.Y. State Tech. Law §§ 301-309
   https://its.ny.gov/electronic-signatures-and-records-act-esra-regulation

4. N.Y. Uniform Commercial Code — Article 2 (Sales)
   https://www.nysenate.gov/legislation/laws/UCC/A2

5. New York Attorney General — Data Breach Notification
   https://ag.ny.gov/resources/organizations/data-breach-reporting

6. New York SHIELD Act Overview
   https://usercentrics.com/knowledge-hub/new-york-shield-act/

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in New York before use. Laws change frequently; verify all citations. This template is designed for the ezel.ai platform.