SUPPORT POLICY (ENTERPRISE SaaS)

EXHIBIT __ TO MASTER SAAS AGREEMENT

Provider: [PROVIDER LEGAL NAME]
Customer: [CUSTOMER LEGAL NAME]
Effective Date: [__/__/____]
Support Tier Selected: ☐ Basic | ☐ Standard | ☐ Premium | ☐ Enterprise

TABLE OF CONTENTS

1. Overview and Purpose
2. Definitions
3. Support Tier Definitions
4. Service Level Agreements (SLA)
5. Incident Severity Classification
6. Support Channels and Hours
7. Escalation Procedures
8. Maintenance Windows
9. Customer Responsibilities
10. Exclusions and Limitations
11. SLA Credits and Remedies
12. Reporting and Communication
13. Term and Modification
14. West Virginia-Specific Consumer Protection Notes
15. Governing Law and Dispute Resolution
16. Sources and References

1. OVERVIEW AND PURPOSE

1.1 Purpose

This Support Policy (the "Policy") establishes the terms, conditions, service levels, and procedures under which [PROVIDER NAME] ("Provider") shall deliver technical support and maintenance services to [CUSTOMER NAME] ("Customer") for the software-as-a-service platform identified in the Master SaaS Agreement (the "Agreement").

1.2 Scope

This Policy applies to all support services rendered by Provider in connection with the Customer's licensed use of the SaaS platform. It covers incident management, problem resolution, escalation procedures, scheduled maintenance, and service level commitments.

1.3 Relationship to Master Agreement

This Policy is incorporated into and forms an integral part of the Agreement. In the event of a conflict between this Policy and the Agreement regarding support-specific metrics and procedures, this Policy shall control. For all other matters, the Agreement shall govern. Capitalized terms not defined herein shall have the meanings assigned in the Agreement.

1.4 Document Precedence

The order of precedence for contractual documents shall be:
1. The Master SaaS Agreement
2. Any Order Form or Statement of Work
3. This Support Policy
4. Provider's Acceptable Use Policy

2. DEFINITIONS

3. SUPPORT TIER DEFINITIONS

3.1 Tier Overview

Provider offers four (4) levels of support. The applicable tier is specified on the Customer's Order Form.

3.2 Basic Tier

The Basic tier provides email-based support during standard business hours. Support requests are processed on a first-come, first-served basis. This tier is suitable for non-critical deployments with limited user counts.

3.3 Standard Tier

The Standard tier adds telephone support and extends coverage hours. Customers receive priority queuing over Basic tier requests and access to a shared account manager for periodic check-ins.

3.4 Premium Tier

The Premium tier includes live chat support, weekend coverage, and a dedicated account manager. Premium customers receive accelerated response times and priority escalation handling.

3.5 Enterprise Tier

The Enterprise tier provides around-the-clock support with a dedicated support team, a dedicated senior account manager, proactive monitoring, and direct access to senior engineering resources. Enterprise customers receive the highest priority for all support activities.

4. SERVICE LEVEL AGREEMENTS (SLA)

4.1 Uptime Commitment

4.2 Response Time SLAs

4.3 Resolution Target SLAs

4.4 Escalation Timelines

4.5 SLA Measurement

• SLA metrics are calculated on a calendar-month basis.
• Response Time is measured from receipt of a properly submitted support request to Provider's Initial Response.
• Scheduled Maintenance windows are excluded from Uptime calculations.
• Time spent waiting for Customer-provided information is excluded from Resolution Target calculations.

5. INCIDENT SEVERITY CLASSIFICATION

5.1 Severity Level Definitions

5.2 Severity Assignment

• Customer proposes the initial severity level upon submitting a support request.
• Provider may reclassify the severity level based on technical assessment, provided that written justification is given to Customer.
• Any disputes regarding severity classification shall be escalated to the respective account managers for resolution.
• Severity levels may be downgraded upon mutual agreement when a Workaround has been implemented.

5.3 Severity Upgrade

Customer may request a severity upgrade if the business impact of an Incident increases. Provider shall evaluate and respond to severity upgrade requests within one (1) hour of receipt.

6. SUPPORT CHANNELS AND HOURS

6.1 Support Contact Methods

6.2 Hours of Operation

6.3 Holiday Schedule

Provider observes the following holidays for non-Enterprise tier support:

☐ New Year's Day
☐ Martin Luther King Jr. Day
☐ Presidents' Day
☐ Memorial Day
☐ West Virginia Day (June 20 - state holiday)
☐ Independence Day
☐ Labor Day
☐ Columbus Day
☐ Veterans Day
☐ Thanksgiving Day
☐ Day after Thanksgiving
☐ Christmas Day

Enterprise tier support remains fully operational on all holidays with no reduction in coverage.

6.4 After-Hours Support

For Basic and Standard tiers, Severity 1 Incidents reported outside of standard hours shall be queued for immediate attention upon the start of the next Business Day. Premium tier customers may access the emergency hotline for Severity 1 issues outside of coverage hours.

7. ESCALATION PROCEDURES

7.1 Escalation Tiers

7.2 Automatic Escalation Rules

• Severity 1: Auto-escalates from Tier 1 to Tier 2 after 30 minutes without resolution. Auto-escalates to Tier 3 after 2 hours. Auto-escalates to Tier 4 after 4 hours.
• Severity 2: Auto-escalates from Tier 1 to Tier 2 after 4 hours. Auto-escalates to Tier 3 after 12 hours.
• Severity 3: Auto-escalates from Tier 1 to Tier 2 after 2 Business Days. Auto-escalates to Tier 3 after 5 Business Days.
• Severity 4: Auto-escalates from Tier 1 to Tier 2 after 5 Business Days.

7.3 Customer-Initiated Escalation

Customer may initiate an escalation at any time by contacting:

7.4 Escalation Communication

Upon each escalation, Provider shall notify Customer within thirty (30) minutes with:
- Current Incident status and actions taken
- Reason for escalation
- Assigned personnel at the new escalation tier
- Updated estimated time to Resolution
- Next communication checkpoint

8. MAINTENANCE WINDOWS

8.1 Scheduled Maintenance

• Standard Window: Sundays, 12:00 AM to 6:00 AM Eastern Time.
• Extended Window: Available upon 14 calendar days' advance written notice to Customer.
• Frequency: No more than two (2) scheduled maintenance events per calendar month under the standard window unless mutually agreed.

8.2 Maintenance Notifications

8.3 Emergency Maintenance

Provider may perform emergency maintenance outside of scheduled windows when necessary to address active or imminent security vulnerabilities, critical system stability issues, regulatory compliance requirements, or data integrity threats.

8.4 Maintenance Exclusions

Downtime resulting from Scheduled Maintenance conducted within designated maintenance windows and with proper advance notice shall not count against Provider's Uptime commitments. Emergency maintenance lasting more than four (4) cumulative hours in any calendar month shall count toward Downtime calculations.

9. CUSTOMER RESPONSIBILITIES

9.1 Authorized Contacts

• Customer shall designate a minimum number of Authorized Contacts in accordance with the selected Support Tier.
• Authorized Contacts must complete Provider's standard support training (if offered) within thirty (30) days of designation.
• Customer shall promptly notify Provider in writing of any changes to its Authorized Contacts.
• Only Authorized Contacts may submit support requests and interact with Provider's support team.

9.2 System Requirements

Customer shall:

☐ Maintain hardware, software, and network infrastructure that meets Provider's published minimum requirements.
☐ Use supported browser versions and operating systems as specified in Provider's documentation.
☐ Maintain adequate internet connectivity with bandwidth meeting Provider's minimum specifications.
☐ Ensure all Customer-side systems interacting with the SaaS platform are properly licensed and maintained.

9.3 Cooperation Obligations

Customer shall:

☐ Provide timely and accurate information requested by Provider in connection with support requests, including logs, screenshots, error messages, and reproduction steps.
☐ Make Authorized Contacts reasonably available for troubleshooting sessions and information gathering.
☐ Apply Provider-recommended patches, updates, and configuration changes within the timeframes specified by Provider.
☐ Notify Provider promptly of any material changes to Customer's environment, integrations, or usage patterns.
☐ Maintain and provide access to a current, accurate inventory of Customer's technical environment as it relates to the SaaS platform.

9.4 Data and Security

Customer is responsible for:

☐ Maintaining regular backups of Customer Data in accordance with the Agreement.
☐ Implementing and maintaining appropriate access controls for Customer's user accounts.
☐ Promptly reporting any suspected security incidents to Provider.
☐ Complying with Provider's Acceptable Use Policy.

10. EXCLUSIONS AND LIMITATIONS

10.1 Excluded Items

This Policy does not cover support for issues arising from:

☐ Customer Modifications: Customizations, configurations, or modifications made by Customer or any third party not authorized by Provider.
☐ Third-Party Products: Issues caused by third-party hardware, software, services, or integrations not certified by Provider.
☐ Unsupported Environments: Use of the SaaS platform on hardware, software, browsers, or operating systems not listed in Provider's supported configurations.
☐ Misuse or Negligence: Issues resulting from Customer's misuse, abuse, negligence, or failure to follow Provider's documentation and guidelines.
☐ Force Majeure: Service disruptions caused by Force Majeure Events as defined herein.
☐ Unsupported Versions: Issues occurring on versions of the SaaS platform that have reached end-of-life or end-of-support status.
☐ Customer Infrastructure: Issues attributable to Customer's network, hardware, internet connectivity, or internal IT environment.
☐ Data Migration: Support for data migration activities unless separately contracted.
☐ Training: End-user training beyond the scope of standard support documentation.

10.2 Billable Services

Services falling outside the scope of this Policy may be provided by Provider at its then-current professional services rates upon mutual agreement.

10.3 Limitation of Support Obligations

Provider's support obligations are limited to commercially reasonable efforts to resolve Incidents in accordance with this Policy. Provider does not guarantee that every Error will be corrected or that the SaaS platform will operate uninterrupted or error-free.

11. SLA CREDITS AND REMEDIES

11.1 SLA Credit Eligibility

11.2 Response Time SLA Credits

If Provider fails to meet the Response Time SLA for Severity 1 or Severity 2 Incidents more than [THREE (3)] times in any calendar month:

11.3 Credit Cap

Total SLA Credits in any calendar month shall not exceed [THIRTY PERCENT (30%)] of the monthly fees attributable to the affected service. SLA Credits shall be applied against future invoices and shall not be refunded as cash.

11.4 Credit Request Process

1. Customer must submit a written SLA Credit request within thirty (30) days of the end of the calendar month in which the SLA failure occurred.
2. The request must include the dates and times of claimed Downtime or missed Response Times, the applicable Incident ticket numbers, and a description of the impact.
3. Provider shall validate the request against its monitoring records within fifteen (15) Business Days of receipt.
4. Approved SLA Credits shall be applied to the next invoice issued after approval.

11.5 Sole and Exclusive Remedy

SLA Credits set forth in this Section 11 constitute Customer's sole and exclusive remedy, and Provider's sole and exclusive liability, for any failure by Provider to meet the SLA commitments described herein, except where Provider's failure is the result of willful misconduct or gross negligence. This limitation does not restrict any rights Customer may have under the West Virginia Consumer Credit and Protection Act (W. Va. Code Chapter 46A).

12. REPORTING AND COMMUNICATION

12.1 Monthly Support Reports

Provider shall deliver a monthly support report to Customer within ten (10) Business Days of the end of each calendar month containing:

☐ Total number of Incidents by severity level
☐ Average response time by severity level
☐ Average resolution time by severity level
☐ Uptime percentage achieved
☐ SLA compliance summary
☐ Open Incident inventory with status updates
☐ Trend analysis and recommendations

12.2 Incident Post-Mortems

For every Severity 1 Incident, Provider shall deliver a written Root Cause Analysis (RCA) within five (5) Business Days of Resolution containing:

☐ Incident timeline (detection, response, escalation, resolution)
☐ Root cause identification
☐ Impact assessment (affected users, duration, data impact)
☐ Corrective actions taken
☐ Preventive measures to avoid recurrence
☐ Lessons learned

12.3 Quarterly Business Reviews

For Premium and Enterprise tier customers, Provider shall conduct quarterly business reviews covering:

☐ SLA performance summary for the quarter
☐ Support trend analysis
☐ Product roadmap updates relevant to Customer
☐ Recommendations for environment optimization
☐ Upcoming maintenance or release schedules
☐ Review of open issues and action items

12.4 Communication Channels for Notifications

13. TERM AND MODIFICATION

13.1 Term

This Policy shall be effective as of the Effective Date and shall remain in force for the duration of the Agreement, including any renewals or extensions thereof, unless earlier terminated in accordance with the Agreement.

13.2 Modification by Provider

• Provider may update this Policy from time to time to reflect changes in its support operations, technologies, or best practices.
• Non-material changes shall take effect upon thirty (30) days' written notice to Customer.
• Material changes that reduce service levels shall require sixty (60) days' prior written notice and shall not take effect during the current subscription term without Customer's written consent.

13.3 Customer Right to Retain Prior Terms

If Provider proposes a material reduction in service levels, Customer may elect in writing within thirty (30) days of notice to retain the prior version of this Policy for the remainder of the then-current subscription term.

13.4 Survival

Sections 11 (SLA Credits and Remedies), 14 (West Virginia-Specific Consumer Protection Notes), and 15 (Governing Law and Dispute Resolution) shall survive the expiration or termination of this Policy and the Agreement.

14. WEST VIRGINIA-SPECIFIC CONSUMER PROTECTION NOTES

14.1 West Virginia Consumer Credit and Protection Act

The West Virginia Consumer Credit and Protection Act, W. Va. Code Chapter 46A, provides the primary consumer protection framework in West Virginia. Under W. Va. Code § 46A-6-104, unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce are declared unlawful. Both parties acknowledge that the services provided under this Policy are subject to Chapter 46A where applicable.

14.2 Specific Unfair and Deceptive Practices

Under W. Va. Code § 46A-6-102, prohibited practices include passing off goods or services as those of another; causing likelihood of confusion regarding the source, sponsorship, approval, or certification of services; representing that goods or services have characteristics, uses, or benefits that they do not have; and false advertising. Provider represents that the SLA commitments and service specifications in this Policy are accurate and not misleading.

14.3 Fraudulent Representations

W. Va. Code § 46A-2-127 additionally prohibits fraudulent, deceptive, or misleading representations in the context of debt collection and consumer credit transactions. Provider acknowledges that any billing-related communications, including SLA Credit calculations and invoicing, must comply with these anti-fraud provisions.

14.4 Private Right of Action and Remedies

Under W. Va. Code § 46A-6-106, a consumer who has suffered any ascertainable loss may bring an action for injunctive relief, actual damages, or two hundred dollars ($200), whichever is greater. The court may also award reasonable attorney's fees and costs.

14.5 Implied Warranty Considerations

Under West Virginia's adoption of the UCC (W. Va. Code § 46-2-314), implied warranties of merchantability may apply to the extent the SaaS services constitute "goods" or mixed goods-and-services under West Virginia law. Any limitations on implied warranties shall comply with UCC requirements, including conspicuousness.

14.6 Electronic Transactions

This Policy and related communications may be executed and delivered electronically in accordance with the West Virginia Uniform Electronic Transactions Act, W. Va. Code §§ 39A-1-1 to 39A-1-18. Electronic signatures and electronic records shall not be denied legal effect or enforceability solely because they are in electronic form.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

This Policy shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of laws principles.

15.2 Venue

The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in [Kanawha County (Charleston) / Cabell County (Huntington) / Monongalia County (Morgantown)], West Virginia, for any action arising out of or relating to this Policy or the Agreement.

15.3 Arbitration (Optional)

☐ If checked, the following arbitration provision applies:

Any dispute, controversy, or claim arising out of or relating to this Policy that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [Charleston / Huntington / Morgantown], West Virginia. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY WEST VIRGINIA LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS POLICY OR THE AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THE AGREEMENT.

15.5 Equitable Relief

Nothing in this Policy shall prevent either party from seeking injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the resolution of any dispute.

15.6 Attorney's Fees

In any action or proceeding to enforce this Policy, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs of litigation from the non-prevailing party, consistent with W. Va. Code § 46A-6-106 and other applicable West Virginia law.

16. SOURCES AND REFERENCES

• West Virginia Consumer Credit and Protection Act: W. Va. Code Chapter 46A
  https://code.wvlegislature.gov/46A/
• West Virginia Unfair or Deceptive Acts: W. Va. Code § 46A-6-104
  https://law.justia.com/codes/west-virginia/2022/chapter-46a/article-6/section-46a-6-104/
• West Virginia UCC (Implied Warranty): W. Va. Code § 46-2-314
• West Virginia Uniform Electronic Transactions Act: W. Va. Code §§ 39A-1-1 to 39A-1-18
• West Virginia Legislature: https://www.wvlegislature.gov/

SIGNATURES

Provider:

Signature: [________________________________]
Name: [AUTHORIZED SIGNATORY NAME]
Title: [TITLE]
Date: [__/__/____]

Customer:

Signature: [________________________________]
Name: [AUTHORIZED SIGNATORY NAME]
Title: [TITLE]
Date: [__/__/____]

Template Version 2.0 | West Virginia Support Policy (Enterprise SaaS) | Last Updated: February 2026