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supplementary-language.md

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YC SaaS Drafter — Supplementary Language

Pre-written clause text for the YC Form SaaS Agreement. Each block has an anchor ID referenced by the decision matrix. Insert the specified language at the indicated location — do not paraphrase or rewrite these clauses.

Blocks are organized into two categories:

Always-apply — inserted into every draft regardless of intake
Conditional — inserted only when the decision matrix calls for it

ALWAYS-APPLY BLOCKS

#DATA-PRIVACY — Section 2.5: Data Privacy & Security

Insert as: New Section 2.5, after existing Section 2.4.

(a) Company will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data (defined below), (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Company will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the applicable documentation. Company's security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by Company personnel except (a) to provide the Product and prevent or address service or technical problems, (b) as required by applicable law, or (c) as Customer expressly permits in writing or under this Agreement. Company will not materially diminish the protections provided in this Section during the term of this Agreement. To the extent that Company processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to the GDPR (as defined in the DPA), on Customer's behalf, in the provision of the Product, the parties will execute a Data Processing Addendum ("DPA"), and attach such DPA to this Agreement.

#WARRANTY-REMEDY — Section 6.1: Exclusive Warranty Remedy

Insert: At the end of Section 6.1 (the company warranty), immediately after "professional and workmanlike manner" and BEFORE the "EXCEPT AS EXPRESSLY SET FORTH..." disclaimer paragraph.

For material breach of the foregoing express warranty, Customer's exclusive right remedy shall be the re-performance of the deficient product or, if Company cannot re-perform such deficient product as warranted, Customer shall be entitled to terminate the applicable Order Form and recover a pro rata portion of the fees paid to Company for such deficient product.

#CUSTOMER-WARRANTY — Section 6.2: Customer Warranty

Insert as: New Section 6.2, after the company warranty and disclaimer.

Customer warrants that it has all rights necessary to provide any information, data, or other materials that it provides hereunder and to permit Company to use the same as contemplated hereunder.

#BETA-DISCLAIMER — Section 6.3: Beta Products Disclaimer

Insert as: New Section 6.3, after the customer warranty. ALL CAPS.

FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH COMPANY WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES, OR DOCUMENTATION (COLLECTIVELY, "BETA PRODUCTS") OFFERED BY COMPANY. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED "AS IS". COMPANY DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR COMPANY MAY TERMINATE CUSTOMER'S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

#MARKETING-DEFAULT — Section 9: Marketing Language

Replace: The YC bracketed press release / reference account language near the end of Section 9 (starting with "The parties shall work together in good faith to issue at least one mutually agreed upon press release...").

Customer agrees that Company may refer to Customer's name and trademarks in Company's marketing materials and website; however, Company will not use Customer's name or trademarks in any other publicity (eg, press releases, customer references, and case studies) without Customer's prior written consent (which may be by email).

#EXHIBIT-B-CONSOLIDATED — Exhibit B: Service Level and Support Terms

Replace: Both Exhibit B (Service Level Terms) and Exhibit C (Support Terms) from the YC template with this single consolidated exhibit. Remove all references to "Exhibit C" throughout the document. Section 1.2 should reference "Exhibit B" for support terms.

Variable placeholders shown in [brackets] — substitute from intake values.

EXHIBIT B

Service Level and Support Terms

Service Level Agreement

Availability Commitment. The Product will be Available [99.9]% of the time, measured on a calendar monthly basis (the "Availability Commitment"). "Availability" means that the Product is available to Customer's employees or other personnel. Availability measures will not include downtime resulting from:

Upgrades: Customer will receive prior notice by email of Company's upgrade windows, which will be scheduled between 5pm and midnight Pacific Time to the extent feasible. Downtime due to upgrades will not exceed 2 hours per month.

Pre-scheduled maintenance periods: Customer will receive at least 24 hours prior notification by email of pre-scheduled maintenance periods. Maintenance shall be scheduled between 5pm and midnight Pacific Time. Downtime due to pre-scheduled maintenance will not exceed 2 hours per month.

Emergency maintenance periods: Customer will receive prior notification by email on a commercially reasonable efforts basis. These maintenance periods will involve applying critical security patches and other emergency repairs to Company's infrastructure.

The Availability Commitment does not apply to any downtime resulting from:

Account suspension or termination due to Customer's breach of the Agreement;

Disengagement of functionality of the Product due to Customer's request;

Force Majeure Events; or

Customer's or its third-party service provider's equipment, software or other technology.

Company will provide Customer with reports on Availability upon request.

Credit. If Company fails to achieve the above Availability for the Product, Customer may claim a credit based on a monthly pro-rated amount of the annual subscription fee, as provided below.

[INSERT TABLE — Credit Schedule]

Percentage Availability Per Month Credit

[99.9] - 100.0% 0%

99.0 - [99.89]% 5%

97.0 - 98.99% 10%

94.0 - 96.99% 20%

Below 94.0% 50%

Table formatting note: This MUST be rendered as a proper table in the .docx output — not inline text. The credit thresholds in the first row align with the Availability Commitment (e.g., if commitment is 99.95%, the 0% credit row becomes "99.95 - 100.0%" and the 5% row starts at "99.0 - 99.94%").

Customer will not be entitled to a credit if it is in breach of its Agreement with Company, including payment obligations. To receive a credit, Customer must file a claim within five (5) days following the end of the month in which the Availability Commitment was not met by contacting Company at [support@company.com] with a complete description of the downtime, how Customer was adversely affected, and for how long.

The credit remedy set forth in this Service Level Agreement is Customer's sole and exclusive remedy for the unavailability of the Product.

Customer Support

Company live technical support business hours will start at [9:00 am Pacific Time] and run until [5:00 pm Pacific Time] on weekdays. Technical support can be contacted via email at [support@company.com] or via shared channels in the customer communication platform.

Communication Channels:

[INSERT TABLE — Communication Channels]

EMAIL PHONE COMMUNICATION TOOL

[support@company.com] [phone number] [Shared Company channel]

Table formatting note: Render as a proper table in the .docx output. If communication_tool is "none", remove the COMMUNICATION TOOL column.

Live technical support will not be available on Christmas Day (December 25) and New Year's Day (January 1). The current Company holidays are set forth below:

Presidents Day (third Monday of February)

Memorial Day (last Monday of May)

Independence Day (July 4)

Labor Day (first Monday of September)

Thanksgiving Day (fourth Thursday in November)

Christmas Eve (December 24)

New Year's Eve (December 31)

Percentage Availability Per Month	Credit
[99.9] - 100.0%	0%
99.0 - [99.89]%	5%
97.0 - 98.99%	10%
94.0 - 96.99%	20%
Below 94.0%	50%

EMAIL	PHONE	COMMUNICATION TOOL
[support@company.com]	[phone number]	[Shared Company channel]

Variable substitutions in Exhibit B:

Placeholder	Intake Field	Default
`[99.9]` (availability %)	`availability_tier`	99.9
`[99.89]` (credit threshold)	derived: availability_tier minus 0.01	99.89
`[support@company.com]` (2 occurrences)	`support_email`	[TBD — Support Email]
`[phone number]`	`support_phone`	[TBD — Support Phone]
`[Shared Company channel]`	`communication_tool`	Remove column if "none"
`[9:00 am Pacific Time]`	`support_hours` (start)	9:00 am Pacific Time
`[5:00 pm Pacific Time]`	`support_hours` (end)	5:00 pm Pacific Time

CONDITIONAL BLOCKS

#NO-AUTO-RENEWAL — Section 5.1 Replacement

When to use: auto_renewal: false Replace: Section 5.1 entirely.

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form (the "Term"). This Agreement may be renewed for additional periods upon mutual written agreement of the parties executed at least thirty (30) days prior to the end of the then-current Term.

#FEE-EXAMPLES — Order Form Service Fees Patterns

When to use: Always reference when composing the Order Form Service Fees line. The LLM selects the pattern matching fee_type and adapts it using fee_details from intake.

Unlike other supplementary language blocks, these are EXAMPLES — the LLM adapts the pattern to match the specific deal terms. This is the one section where composed (not verbatim) language is appropriate because fee structures are factual and commercial, not legal terms.

Flat Monthly/Annual:

Services Fees: $[amount] per [month/year], payable [in advance/monthly], subject to the terms of Section 4 herein.

Per-Seat / Per-User:

Services Fees: $[amount] per user per month. Initial licensed users: [N]. Monthly fee: $[total] (based on [N] users), payable in advance, subject to the terms of Section 4 herein.

Service Capacity: [N] licensed users. Additional users may be added at $[amount] per user per month.

Usage-Based / Consumption:

Services Fees: $[amount] per [unit]. Estimated monthly usage: [N] [units] (~$[total]/month). Actual charges billed [monthly] based on consumption, subject to the terms of Section 4 herein.

Service Capacity: [N] [units] per [month]. Overages billed at $[amount] per [unit].

Monthly Minimum + Overage:

Services Fees: $[minimum] per month (includes [N] [units]). Overages: $[amount] per additional [unit], billed monthly, subject to the terms of Section 4 herein.

Service Capacity: [N] [units] per month included. Overages billed as described above.

Prepaid Capacity (Annual True-Up):

Services Fees: $[amount] annual prepayment (covers [N] [units]). Annual true-up adjustment due within 30 days of contract anniversary, subject to the terms of Section 4 herein.

Service Capacity: [N] [units] per year. Usage exceeding prepaid capacity billed at $[overage rate] per [unit] at annual true-up.

Tiered Pricing:

Services Fees: [Tier name] tier at $[amount] per month, payable in advance, subject to the terms of Section 4 herein.

Service Capacity: [Tier name] tier includes [N] users and [N] [units]. Tier upgrades effective on next billing cycle.

Hybrid (Base + Usage):

Services Fees: $[platform fee] per month (platform access) + $[amount] per [unit] of usage. Minimum monthly commitment: $[minimum], payable in advance, subject to the terms of Section 4 herein.

Service Capacity: Platform access is unlimited. Usage measured in [units]. Overages above [N] [units] at $[amount] per [unit].

Performance/Outcome-Based:

Services Fees: [X]% of [metric] (e.g., qualified leads, attributed revenue), payable monthly. Minimum monthly fee: $[minimum], subject to the terms of Section 4 herein.

#EXPANDED-DATA-RESTRICTIONS — Sensitive Data Protections

When to use: Optional — when the company handles highly regulated data (HIPAA, financial, SSNs) and the intake reveals a need for explicit restrictions beyond the standard §2.5 data privacy language. Insert: After Section 2.5, as additional subsection.

Company shall not: (i) sell, rent, or lease Customer Data to any third party; (ii) use Customer Data for targeted advertising or marketing purposes; (iii) use Customer Data to build, improve, or market products or services that compete with the services Customer provides to its own customers; or (iv) disclose Customer Data to any third party except as necessary to provide the Services, as authorized by Customer in writing, or as required by applicable law. Company shall maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or use, consistent with industry standards for the type of data processed.

#ML-TRAINING — ML Model Training Rights

When to use: ml_trains_on_content: true AND attorney has reviewed. Insert: Append to Section 3.3 after the existing analytics language.

Notwithstanding the foregoing, Company may use Customer Data, in anonymized and de-identified form, to train, improve, and develop Company's machine learning models and algorithms. Company shall implement reasonable technical and organizational measures to ensure Customer Data is anonymized prior to use for model training, such that individual Customer or its end users cannot be identified from the training data or resulting models. For clarity, Company shall not use identifiable Customer Data for model training, and any models trained using anonymized Customer Data shall be owned by Company.

#ML-FEDERATED — Privacy-Preserving ML (Federated Learning)

When to use: When the company uses federated learning or differential privacy techniques — model updates computed locally, raw data never leaves customer environment. Insert: Append to Section 3.3 after the existing analytics language.

Notwithstanding the foregoing, Company may use privacy-preserving machine learning techniques (such as federated learning or differential privacy) whereby model updates are computed locally within Customer's environment and only aggregated model parameters — not Customer Data — are transmitted to Company's systems. No raw Customer Data shall leave Customer's environment in connection with such model improvement activities. Company shall provide reasonable documentation of the privacy-preserving techniques employed upon Customer's written request.

Usage Notes

Always-apply blocks are inserted into every draft. They are not optional and should not be skipped.
Conditional blocks are inserted only when the decision matrix specifies. Reference the anchor ID (e.g., #ML-TRAINING) in the decision matrix.
#FEE-EXAMPLES is the ONLY block where the LLM composes language based on patterns rather than inserting verbatim text.
When supplementary language is added, note it in the lawyer memo under the appropriate section so the reviewing attorney knows what was inserted vs. what came from the YC standard template.
Do NOT paraphrase, condense, or rewrite the always-apply or conditional blocks. Use them verbatim or not at all.