Pentimenti AI

General Terms and Conditions1. DEFINITIONS

1.1. Unless the context or circumstances clearly suggest otherwise, the following capitalized terms shall have the meanings stated below:

“Affiliate” means any entity, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with another entity, firm, or corporation.

“Agreement” means this software-as-a-service agreement with its schedules and other documents incorporated by reference, including without limitation any Service Orders between the Parties, and the Data Processing Agreement.

“Authorized User” means an individual who is authorized by Customer to use the Services on Customer’s behalf and for whom access to the Services has been purchased hereunder as set out in the Service Order.

“Confidential Information” means know-how, information, ideas, or materials of a technical or creative nature, designs and specifications, computer source and object code, and other materials and concepts relating to either party’s products, services, processes, technology, or other intellectual property rights that are designated as confidential or should reasonably be understood to be confidential.

“Customer” means the entity stated as such in the Service Order.

"Customer Data" means all information used, processed, or stored by Customer or on Customer’s behalf, or provided to Pentimenti for such processing or storage, as well as any information derived from such information, during Customer’s use of the Services. This definition is subject to the specific usage permissions and limitations outlined in Section 8.

"Data Processing Agreement" means the data processing agreement appended hereto and entered into between the Parties as part of this Agreement.

”Deliverables” means any deliverables provided to the Customer, including but not limited to a private knowledge base, knowledge agents, implementation of the overall application, and relevant documentation.

“Excluded Downtime” means downtime caused by factors outside of Pentimenti’s reasonable control, including, without limitation, force majeure events, third-party network issues (e.g. AWS downtime), internet disruptions, or other access or availability problems beyond the demarcation point of.

"Parties" means Pentimenti and the Customer collectively.

"Pentimenti" means Pentimenti.AI ApS, a Danish limited company registered with the Central Business Register under company registration no. (CVR) 44448289.

“Scheduled Downtime” means scheduled infrastructure changes or updates to the Services.

"Service Fee" means the agreed fee for the Services as set out in the Service Orders.

“Service Order” means an order form for Pentimenti Services entered into by and between Pentimenti and Customer outlining the commercial terms agreed between the Parties like the scope of Authorized Users, Subscription Period and Service Fees.

"Service Level Agreement" means the service level agreement regarding the availability of and support for the Services set out in section 16 of this Agreement.

“Service Outage” means an event that renders each Service unavailable to all of Customer’s users excluding Scheduled Downtime or Excluded Downtime, measured from the time that Customer submits a request for support for such Service Outage to Pentimenti in writing by email to support@pentimenti.ai.

“Services” means the Pentimenti software-as-a-service offerings set forth in the Service Order.

“Subscription Period” means the period set forth in the Service Order.

2 BACKGROUND AND PURPOSE

2.1 Pentimenti develops AI-powered software tools designed to streamline and accelerate complex business processes that rely on the creation of unique, text- heavy documentation associated with activities such as tender management, proposal generation, CV creation, and grant applications.

2.2 The Customer wishes to obtain a right to use the Services in its business operations, and Pentimenti wishes to grant such a right. The Parties have therefore entered into this Agreement under which Pentimenti provides access to its AI- powered application and related services to the Customer.

2.3 The Services are delivered as a software-as-a-service (SaaS) solution hosted by Pentimenti (or its subcontractors) and are subject to the terms and conditions set out in this Agreement. The Services are not sold, and the Customer shall not expect a physical copy of the software.

3. RIGHT OF USE AND LIMITATIONS TO USE

3.1. Pentimenti grants Customer and its Authorized Users a limited, non- exclusive, non-transferable, and revocable right to access and use the Services solely for Customer's internal business operations during the Subscription Period, subject to the terms and conditions of this Agreement.

3.2. Customer and its Authorized Users may use the Services for the following purposes:

• Accessing and using the Services and Deliverables as intended and described in the relevant documentation.

• Processing and storing Customer Data in accordance with the functionalities provided by the Services.

• Receiving and utilizing support services as specified in the Service Level Agreement.

3.3. Customer and its Authorized Users may not and may not attempt to:

• Use the Services for any purpose that is illegal or prohibited by this Agreement. • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law.

• Modify, alter, tamper with, or create derivative works of any software included in the Services.

• Interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein.

• Attempt to gain unauthorized access to the Services or their related systems or networks.

• Rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available, in whole or in part, to any third party, except as expressly permitted by this Agreement.

• Use manual or automated means to trawl, mine, scrape, frame, or mirror the Services.

• Use the Services to develop or support any competing product or service.

• Perform any security testing, including penetration testing, without prior written consent from Pentimenti.

• Remove or obscure any trademark, copyright, or proprietary notices from the Services.

• Use the Services to transmit, store, or distribute any material that infringes any intellectual property rights or violates the privacy or other rights of any third party.

• Use the Services to transmit, store, or distribute any viruses, malware, or other harmful software.

• Violate any published rules, policies, or instructions provided by Pentimenti from time to time.

• Use the Licensed Software to develop any competing offering.

3.4. Pentimenti reserves the right to monitor Customer's use of the Services to ensure compliance with this Agreement. If Pentimenti reasonably believes that Customer or its Authorized Users have violated this Section 3, Pentimenti may, without limiting any other rights or remedies available to Pentimenti, immediately suspend or terminate Customer’s access to the Services.

3.5. Customer shall promptly notify Pentimenti of any unauthorized use of, or access to, the Services, or any other known or suspected breach of security related to the Services. Customer will cooperate with Pentimenti in any investigation and take all reasonable steps to prevent the recurrence of any such unauthorized use or access.

3.6. Customer is responsible for:

• Ensuring that all Authorized Users comply with the terms and conditions of this Agreement.

• Maintaining the confidentiality and security of login credentials for all Authorized Users.

• Ensuring that its use of the Services, including the transmission and storage of Customer Data, complies with all applicable laws and regulations.

4. PENTIMENTI OBLIGATIONS

4.1. Pentimenti shall provide the Services with due skill and care in accordance with good industry practice and as further detailed in the Service Level Agreement.

4.2. Pentimenti will maintain insurance coverage against relevant risks and potential losses in such amounts as Pentimenti believes to be prudent and customary within the businesses in which Pentimenti is engaged.

4.3. Pentimenti shall notify Customer in advance of any significant changes or updates to the Services, including maintenance schedules and new feature releases.

4.4. Pentimenti shall be responsible for its use of any subcontractors, as if Pentimenti had performed such services itself. Customer accepts any standard terms in effect from time to time of the subcontractors set out in the Agreement or the documentation and shall indemnify Pentimenti from and against any losses incurred in connection with Customer’s breach of such standard terms.

4.5. Subject to the provisions of this Agreement, Pentimenti (or its subcontractors) hosts the Services. Pentimenti shall as reasonably and commercially feasible schedule and perform maintenance activities. Customer may experience downtime in connection with such maintenance activities, including updates and upgrades. Pentimenti shall, to the extent reasonably possible, notify Scheduled Downtime in advance and plan downtime to occur outside of business hours (4-6AM EST).

5. CUSTOMER OBLIGATIONS

5.1. The Customer shall ensure that its Authorized Users are granted the necessary access to internal systems and infrastructure required for Pentimenti to deliver the Services. This includes, but is not limited to, whitelisting the web application URL and enabling the SFTP server used for data uploads. .

5.2. Customer is responsible for performing back-ups in order to be able to adequately restore data if needed. Pentimenti shall not be liable for any loss of or damage to Customer Data unless such loss is caused by Pentimenti’s gross negligence or wilful misconduct.

5.3. Customer represents and warrants that it complies with all applicable laws, rules, and regulations applicable to its use of the Services.

5.4. Customer shall access the Services only to the extent authorized by Pentimenti, and it shall ensure only Authorized Users access the Services.

5.5. Customer shall prevent any harmful use of the Services, hereunder ill intent to trick or extract other data or produce other outputs from the Services than what

5.6. they are authorized to access. The Customer will be responsible and liable for any misuse of the Services originating from its Authorized Users or resulting from Customer’s failure to adequately protect its access credentials. Pentimenti shall not be responsible or liable for the portion of any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of Customer’s obligations under this Agreement.

6. INVOICING AND PAYMENT

6.1. Unless otherwise agreed in the Service Order, Pentimenti will issue annual invoices to Customer in advance for each 12-month term during the Subscription Period, and Customer will pay Pentimenti all Service Fees within 8 days of the date of invoice.

6.2. Any payments made by Customer shall be non-refundable, unless otherwise expressly provided herein.

6.3. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Pentimenti's income. Customer is responsible for any fees resulting from or associated with Customer’s requirement that Pentimenti use a third-party billing agent, portal or system.

6.4. In case of any late payment, Pentimenti may temporarily suspend the delivery of Services until payment is received and/or the late late payment shall be subject to a late fee of 0.93% per month, or the maximum rate permitted by law, whichever is lower.

7. SERVICE FEE REGULATION

7.1. The Service Fee shall be adjusted annually in accordance with the Danish net price index. Such adjustment will take effect from the next invoicing of the Service Fee. Notwithstanding the indexation, the annual adjustment will include a minimum increase of 4%.

7.2. Pentimenti reserves the right to adjust the Service Fee with 180 calendar days’ prior written notice if Pentimenti experiences unexpected cost increases beyond its control and unrelated to its operations. Any such adjustment shall take effect from the next invoicing of the Service Fee.

7.3. In the event of an extraordinary adjustment to the Service Fee, the Customer shall have the right to terminate the Agreement with the agreed notice period, effective prior to the application of the adjusted Service Fee.

8. OWNERSHIP OF DATA

8.1. Customer shall retain, and have all ownership, rights, title, and interest in and to, all Customer Data. No right, title, or interest in or to Customer Data whatsoever shall be transferred to Pentimenti by virtue of the Services, the Service Order or otherwise. Customer is solely responsible for the content, quality and accuracy of Customer Data as made available by Customer, and for ensuring that such Customer Data complies with applicable laws and regulations including, but not limited to, the EU General Data Protection Regulation (2016/679).

8.2. Pentimenti shall retain and have all ownership, rights, title, and interest, including all intellectual property rights, in and to the Services and all software, improvements, enhancements and modifications thereto, including but not limited to all models, methodologies, tools, procedures, documentation, know-how and processes that Pentimenti will use in delivering the Services and producing the Deliverables.

8.3. Pentimenti may collect and use technical data and related information, including but not limited to technical information about Customer’s device, system and application software, and peripherals (“Operational Data”), and usage statistics related to Customer’s use of the Services (“Usage Data”). Pentimenti may use Operational Data and Usage Data solely for purposes of security, operational management, and to improve and enhance its Services. For the avoidance of doubt, Operational Data and Usage Data does not include the content of documents, files, or proprietary information uploaded by the Customer (“Customer Content”). Pentimenti will never access, use, or analyse Customer Content for these purposes without the Customer’s explicit consent.

8.4. Pentimenti is committed to ensuring the confidentiality and integrity of Customer data and will implement appropriate technical and organizational measures to protect it against unauthorized access or use.

9. INDEMNIFICATION

9.1. Pentimenti shall defend and indemnify Customer against all direct losses, liabilities, damages, costs, and expenses (“Losses”) incurred by Customer resulting from any action or claim from a third party that the Services, or Customer’s use of the Services in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights.

9.2. Customer shall defend and indemnify Pentimenti against all direct Losses incurred by Pentimenti resulting from any action or claim from a third party that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights.

9.3. The above obligations for Pentimenti to defend and indemnify will not apply in the event that a claim arises from or relates to: (i) use of the Services not in accordance with the Agreement; (ii) Customer’s use of the Services in violation of applicable laws; (iii) any modification, alteration or conversion of the Services not created or approved in writing by Pentimenti; or (iv) Customer’s gross negligence or misconduct; or (v) Customer’s use of third party services, systems, applications or programs.

9.4. Each of the Parties’ obligations according to this Section 9 are subject to informing the indemnifying party of the alleged infringement or misappropriation as soon as reasonably practicable after becoming aware of the same and that the indemnified party takes no prejudicial action, including admitting liability or proposing settlement. Each party shall have sole discretion and authority to negotiate, settle, litigate, or otherwise dispose of the alleged infringement or misappropriation.

9.5. If any part of the Services becomes subject to a claim of infringement for which Pentimenti must indemnify Customer as described above Pentimenti may at its option and expense attempt to remedy the infringement by: (i) procuring the right for Customer to continue to use the Services, or (ii) modifying or replacing the Services so that it becomes non-infringing. If Pentimenti determines that neither alternative is reasonably available, Pentimenti may terminate the affected Service Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination.

9.6. This section states the sole liability and the exclusive remedy of each of the Parties with respect to any indemnification claims arising out of or related to this Agreement.

10. LIMITATION OF LIABILITY

10.1. EXCLUSION OF DAMAGES: EXCEPT FOR: (I) A PARTY’S INDEMNIFICATION OBLIGATIONS ARISING FROM INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS PURSUANT TO SECTION 9, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, SALES, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, GOODWILL, REPUTATION OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

10.2.TOTAL LIABILITY: IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION AND USE OF THE SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PENTIMENTI IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

10.3. Customer acknowledges that the Services may include automated findings and recommendations generated by AI models based on data, parameters, and assumptions provided by the Customer. Such outputs may contain inaccuracies or errors. The Customer remains solely responsible for evaluating and deciding whether to rely on such outputs. Pentimenti shall not be liable for any loss or damage arising from the Customer’s or any third party’s reliance on such automated outputs.

11. CONFIDENTIALITY

11.1. During the Subscription Period, either party may disclose (the "Disclosing Party") to the other party (the "Receiving Party") know-how, information, ideas, or materials of a technical or creative nature, designs and specifications, computer source and object code, and other materials and concepts relating to either party’s products, services, processes, technology or other intellectual property rights, orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (collectively “Confidential Information”). Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

11.2. The Receiving Party will use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information that it uses to protect its own Confidential Information (but not less than reasonable care). The Receiving Party may disclose Confidential Information of the Disclosing Party to (i) professional advisors where necessary and (ii) to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of compelled disclosure, to the extent legally permitted.

11.3. The Parties agree that the Disclosing Party may suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of the Agreement, and that the Disclosing Party shall be entitled to seek injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages to the extent legally possible from the relevant jurisdiction.

11.4. Upon termination of this Agreement, for whatever reason, the Parties shall within three (3) months irrevocably delete all confidential information received from the other Party, except (1) materials that in accordance with statutory requirements must be maintained for archiving purposes and (2) as expressly set out in this Agreement. Notwithstanding the above, Pentimenti is entitled to use any general and specific knowledge and knowhow obtained from Customer.

11.5. The confidentiality obligations under this section shall survive the termination of this Agreement for a period of two (2) years.

12. DATA SECURITY

12.1. Pentimenti shall (i) maintain commercially reasonable administrative, technical and physical safeguards designed for the protection, confidentiality and integrity of Customer Data, and safeguards designed to align with recognized industry standards such as ISO 27001, SOC 2 or ISAE 3402 and the terms of the Data Processing Agreement.

12.2. In the event of a data breach affecting Customer Data, Pentimenti shall notify Customer without undue delay and provide information regarding the nature and scope of the breach, the affected data, and the measures taken to address the breach.

12.3. Pentimenti shall process Customer Data only in accordance with the documented instructions from Customer unless required to do otherwise by applicable law. In such cases, Pentimenti will inform Customer of that legal requirement before processing, unless prohibited by law on important grounds of public interest.

12.4. Pentimenti shall ensure that its personnel engaged in the processing of Customer Data are informed of the confidential nature of the Customer Data, have received appropriate training on their responsibilities, and have executed written confidentiality agreements

13. TERMINATION

13.1. The Agreement is irrevocable for the Subscription Period. Each party commits to fulfilling all their respective obligations and responsibilities as described in the Agreement without the possibility of termination before the end of the Subscription Period.

13.2. The Agreement (including for the avoidance of doubt its Service Orders) will automatically renew at the end of each Subscription Period unless either of the Parties provides written notice of cancellation of the Agreement (in whole or in part) at least 90 days prior to the end of the relevant Subscription Period.

13.3. Either of the Parties may terminate this Agreement for cause upon written notice with immediate effect in the event that (1) the other party materially breaches its obligations under this Agreement, and: (i) such breach is incapable of remedy; (ii) if the breach is capable of remedy, and the party in breach does not remedy the breach within thirty (30) days of receiving notice from the other party of such breach; or (2) the other party becomes bankrupt, ceases payments, applies for company reconstruction, goes into liquidation or otherwise may be considered to be insolvent. Termination must be made in writing in order to be valid.

13.4. Upon termination of this Agreement, Customer and its Authorized Users shall immediately discontinue use of the Services. Pentimenti will deactivate all accounts as soon as possible to prevent further access.

13.5. Upon termination of this Agreement, or with two (2) months' written notice if the Customer is switching to another provider or insourcing the processes otherwise conducted using the Services, the Customer is entitled to i) receive a copy of the Customer Data in a readable standard industry format defined by Pentimenti or ii) request deletion of the Customer Data. Section 11.4 applies.

13.6. Pentimenti may, notwithstanding the confidentiality obligations, use Customer’s name, trademarks, or service marks and refer to Customer directly or indirectly in public promotional or marketing materials, customer lists, or business presentations relating to this Agreement and its subject matter.

14. GENERAL PROVISIONS

14.1. The Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter and supersedes all prior understandings or agreements, both written and oral. In the event of any inconsistency between individual parts of the Agreement, the following order of precedence shall apply: Service Order, these General Terms and Conditions, the Data Processing Agreement, and any other documents.

14.2. Neither party may assign any of its rights and/or obligations under the Agreement, in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign any and all of its rights and obligations under the Agreement to a successor in interest in the event of a merger or acquisition or to an affiliate, upon written notice to the other party.

14.3. In no event shall either party be liable to the other party for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to natural disasters, strikes or work stoppages, acts of war or terrorism, outbreak or escalations of hostilities, riots, civil commotion, insurrection, failure of internet or communications networks, telecommunications disruptions, interruption or breakdown in energy or internet supplies, and health emergencies such as pandemics, epidemics or similar.

14.4. The provisions of Sections 3.3 (Restrictions), 10 (Limitation of Liability), 11 (Confidentiality), 13.4 and 13.5 (Effect of Termination), 14 (General Provisions), and 15 (Choice of Law and Arbitration) of these General Terms will survive the expiration or termination of the Agreement in addition to those Sections that in accordance with their content are of a surviving nature.

14.5. Pentimenti may make written changes to this Agreement from time to time. Pentimenti will notify Customer of all material changes with reasonable notice. Customer will have thirty (30) calendar days from the receipt of notification to object to any material changes in writing to Pentimenti. Reasonable, well-founded objections based on the proposed changes having material adverse effects for the Customer will entitle Customer to terminate this Agreement with effect from the date of the material changes, if the objection is not accommodated by Pentimenti. Absence of any objections from Customer shall be deemed a consent to the proposed changes which shall then be binding upon the Customer.

15. CHOICE OF LAW AND ARBITRATION

15.1. This Agreement and any dispute or claim arising out of or in connection with this Agreement is governed by Danish law, regardless of the consequences of international private law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15.2. Arbitration

15.2.1. In case a dispute regarding a legal or technical question arises between Pentimenti and the Customer, either party may request an opinion from an independent expert in accordance with the Rules regarding Legal/Technical Opinions in IT cases adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

15.2.2. If the proceedings according to the Rules regarding Legal/Technical Opinions in IT cases are terminated without a settlement, the dispute shall be settled by arbitration administered by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

15.2.3. The arbitration shall take place in Copenhagen, Denmark, and the language of the arbitration shall be English.

15.2.4. If a single arbitrator is to be appointed, the Parties shall agree on the arbitrator. If three arbitrators are to be appointed, each party shall appoint one arbitrator, and the two arbitrators shall appoint the third arbitrator, who shall act as the chairperson of the tribunal. If any arbitrator is not appointed within the specified time limits, the Danish Institute of Arbitration shall make the appointment.

15.2.5.The arbitrator(s) shall have the power to award any remedy that would be available in court, including the power to award injunctive relief. The award rendered by the arbitrator(s) shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction.

15.2.6.The Parties agree that the arbitration proceedings, including the existence of the arbitration, the submissions made by the Parties, and the outcome of the arbitration, shall be confidential and shall not be disclosed to any third party except as required by law or to the extent necessary to enforce the arbitration award.

15.2.7. Notwithstanding the foregoing, either of the Parties may apply to a court of competent jurisdiction for interim or conservatory relief, including a temporary restraining order or preliminary injunction, as necessary to protect the rights or property of that party pending the appointment of the arbitrator(s) or pending the arbitrator(s)' determination of the merits of the dispute.

15.2.8. The costs of the arbitration, including the fees of the arbitrator(s), shall be borne as decided by the arbitrator(s) in their award.

16. SERVICE LEVEL AGREEMENT

16.1. Availability

16.1.1 Pentimenti provides Customer access to the Services with a Monthly Availability of at least 99.50% (the "Availability Commitment").

16.1.2. “Monthly Availability” is a percentage calculated as the total number of minutes in a calendar month less Downtime suffered in that calendar month, divided by the total number of minutes in that calendar month and multiplied by 100.

16.1.3. If Pentimenti does not meet the Availability Commitment, Customer may request a service credit (the “Service Credit”) in accordance with the following table:

Monthly Uptime Percentage	Service Credits
> 99,50	N/A
99.50%-99.00%	1 day added to Customer's current Subscription Period (1 free day)
98.90% - 98.00%	5 days added to Customer's current Subscription Period (5 free days)
< 98,00%	10 days added to Customer's current Subscription Period (10 free days)

16.1.4. To request Credit, Customer must file a request with Customer’s account representative within thirty (30) days of the month with suspected Service Outage. Pentimenti will issue Service Credits when Pentimenti validates the request based on Pentimenti’s data and records, and will automatically apply the Service Credits to the Customer's Subscription Period.

16.2. Support

16.2.1. Customer will direct all support requests to: Support@pentimenti.ai.

16.2.2. Customer will reasonably self-diagnose each support issue with a severity level designation in accordance with the definitions herein and specify its recommendation to Pentimenti in its support request email. Pentimenti will validate the severity designation and notify Customer of any adjustments (higher or lower).

16.2.3. Pentimenti will respond to each support request on all weekdays which are not public holidays in Denmark and will work diligently to resolve the issue taking into consideration its severity and impact on Customer’s business operations. A resolution may consist of a workaround, fix, delivery of information or other reasonable solution to the issue. If Pentimenti resolves the support request by way of a workaround accepted by Customer, the severity level may be reduced.

16.2.4. Following a support request, Customer will respond to Pentimenti’s requests for additional information and implement recommended solutions in a timely manner. For Severity 1 and 2 issues, Customer will remain reasonably accessible for troubleshooting until the issue is resolved.

16.3. Severity Definitions and Targeted Resolution Times

16.3.1. Severity 1: An error that disables or materially impairs the major function of the Services or Customer’s use of any major function of the Services and affects every user in Customer’s tenant: 24 hours.

16.3.2. Severity 2: An error that impacts major functionality and results in significant performance degradation and affects some users: 48 hours.

16.3.3. Severity 3: A partial, non-critical loss of use of the Services with a medium- to-low impact on Customer’s business: 4 weekdays which are not public holidays in Denmark.

16.3.4. Severity 4: Minor functions fail, or performance is slow for some users: 5 weekdays which are not public holidays in Denmark.

17. DISASTER RECOVERY

17.1. Pentimenti shall maintain a disaster recovery plan (“Disaster Recovery Plan”) designed to ensure the continuity of the Services in the event of a disaster or other significant disruption. This Disaster Recovery Plan will leverage the capabilities of Microsoft Azure to provide robust and scalable disaster recovery solutions.

17.2. The Disaster Recovery Plan shall include the following key components:

17.2.1. Regular backups of Customer Data will be performed and stored in secure, geographically diverse locations within Microsoft Azure. Backups will occur on a daily basis, with retention periods sufficient to meet business continuity requirements.Backup data will be encrypted in transit and at rest using industry-standard encryption protocols.

17.2.2. The Services will be deployed across multiple Azure regions to ensure high availability and redundancy. In the event of a failure in one region, traffic will be automatically redirected to another region to minimize downtime. Critical components of the infrastructure will be configured for automatic failover to ensure that the Services remain operational in the event of a hardware or software failure.

17.2.3. The Disaster Recovery Plan shall be designed to achieve a Recovery Time Objective (RTO) of four (4) hours and a Recovery Point Objective (RPO) of one (1) hour. These objectives will ensure that the Services can be restored quickly and that data loss is minimized.

17.2.4. Pentimenti will conduct regular testing of the Disaster Recovery Plan, including simulated disaster recovery exercises, to ensure its effectiveness. Any issues identified during testing will be promptly addressed and remediated.The Disaster Recovery Plan will be reviewed and updated annually or as necessary to address changes in business requirements, technology, or regulatory obligations.

17.3. Customer shall also have responsibilities to ensure the effectiveness of the Disaster Recovery Plan, including but not limited to:

17.3.1. Customer shall ensure that all data provided to Pentimenti for backup is accurate and complete. Pentimenti is not responsible for any data integrity issues that arise from inaccuracies or omissions in Customer Data.

17.3.2. Customer shall comply with any requests from Pentimenti to assist with disaster recovery testing or drills, including providing necessary access and resources to facilitate these activities.

17.4. In the event of a disaster or significant disruption, Pentimenti shall promptly notify Customer and provide regular updates on the status of the recovery efforts. Communication will be maintained through designated points of contact to ensure timely and accurate information flow.

17.5. While Pentimenti shall make every reasonable effort to ensure the effectiveness of the Disaster Recovery Plan, Pentimenti does not warrant that the Services will be uninterrupted or error-free in the event of a disaster. The Disaster Recovery Plan is intended to minimize downtime and data loss but cannot eliminate all risks associated with disasters.