As of October 6th, 2025
Former versions available upon request at legal@akeneo.com (mailto: legal@akeneo.com)

This Akeneo Subscription Agreement (“Agreement”) is entered into by and between the applicable Akeneo company defined below and listed in the applicable Order Form and the Customer (“Customer”, "you”, “your”) identified in the corresponding Order Form referencing this Agreement.

By signing an Order Form with Akeneo (“Akeneo”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. The respective signatories of Customer and Akeneo each confirm that they are duly authorized to bind Customer and Akeneo, as applicable.

1. Definitions

Akeneo uses capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of key terms.

“Affiliate”  
means, with respect to a Party, any entity now existing or hereafter organized that directly or indirectly controls, is controlled by or is under common control with such Party where “control” means the ownership of more than fifty percent (50%) of the voting interests of a such entity or the ability to direct its management and policies.

“Agreement”  
means, collectively, this Akeneo Subscription Agreement and any applicable Order Form agreed to by the Parties, as well as any attached or referenced exhibits or schedules, and amendments hereto, each of which are incorporated herein by this reference.

“Akeneo”  
means the specific Akeneo entity listed above depending on where Customer resides, and includes any Affiliate identified on an Order Form and who provides a product information management solution which is a business application that provides a single place to collect, manage, and enrich product information, create a product catalog, and distribute it to sales and e-commerce channels.

“Authorized Affiliates”  
means a legal entity, a brand, a division, or a business unit authorized by the Customer to either (i) access Customer’s Subscription Service under a specific Order Form signed by the Customer; or (ii) subscribe by itself to its own Services under the terms and conditions of this Agreement signed by the Authorized Affiliate.

“Customer”  
means a legal entity identified in the Order Form that will subscribe to the Services and who agrees with all the terms and conditions of this Agreement.

“Customer Content” 
means all content (including, without limitation, text, images, materials, photos, audio, video, and all other forms of data or communication) made available by Customer or its Users to Akeneo or otherwise provided by Customer or its Users in connection with the provision of the Services, with the exclusion of Personal Information.

“Customer Data”  
means Customer's personal information that may be exchanged and required to conclude this Agreement.

“Documentation”  
means all content that Akeneo provides to Customer in connection with Customer's use of the Services included he online help materials describing the features and functionality of the Subscription Service as well as any technical pre-requisites that Akeneo provides for use with its Subscription Service, as updated by Akeneo from time to time and available here: https://help.akeneo.com/

“GDPR”  
means Customer's personal information that may be exchanged and required to conlcude this Agreement.

“Fees”  
means the total amount of the price payable by Customer set forth in the Order Form, in consideration for the license of use granted for the Services provided by Akeneo under this Agreement.

“Improvement”  
means features, functionality, enhancements, updates, upgrades, bug corrections and bug fixes to the Subscription Service made generally available by Akeneo, from time to time in its discretion, at no additional charge to Customer. New products or modules or add-ons released by Akeneo are not considered an Improvement and are subject to additional purchase from Customer.

“Intellectual Property Rights” or “IPR”  
means patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection.

“Maintenance and Support”  
means Akeneo’s maintenance and technical support services provided solely for the Subscription Service as set forth and described in the applicable SLA, Exhibit A.

“Order Form”  
means a document issued by Akeneo and signed by Customer or otherwise agreed to by Customer, that refers to this Agreement, which describes the Services Customer is purchasing, including the associated Fees, the quantities purchased, and any other details specifically related to those Services and any other transaction-specific terms and conditions.

“Partner”  
means an IT service provider with the necessary skills to perform implementation integration and configuration services with respect to the Subscription Service at Customer's sites and who provides Level 1 support of the Subscription Service.

“Professional Services”  
means training, consulting and/or custom services to be provided by Akeneo as agreed to between the Parties in a statement of work.

“Services” 
means the Subscription Service (including Maintenance and Support) and any Professional Services if applicable, ordered by Customer under an applicable Order Form.

“SKU”
means a Stock Keeping Unit, an industry standard definition referring to one product. SKUs are used by stores, catalogs, e-commerce vendors, service providers, warehouses, and product fulfillment centers to track inventory levels. Each SKU is created inside of the Subscription Service for the purpose of ensuring a consistent product experience across every product that Customer is managing.

“Subscription Service” 
means Akeneo’s proprietary subscription-based software solutions set forth and described on the applicable Order Form. The Subscription Service includes Maintenance and Support as per Akeneo's SLA (the "Service Level Agreement") set forth in Exhibit A.

“Subscription Term”  
means the subscription period(s) specified in a Order Form during which Users may use the Subscription Service, subject to the terms of this Agreement.

“Support interface”  
means Akeneo website, accessible by the designed Administrator and allowing Customer to address any support request (a "Ticket").

“Third-Party Products”  
means any third-party products not owned or developed by Akeneo as identified in an applicable Order Form which may be provided by a third-party, for which Akeneo's Maintenance and Support does not apply.

“User” 
means any natural person authorized by Customer who is an employee of Customer or a third-party duly authorized to access or to use the Subscription Service on behalf of Customer, and has been supplied a user identification and password by Customer.

2. Akeneo's product & services

2.1. Right to use

Subject to the terms and conditions of this Agreement and to the limitations set forth in the applicable Order Form(s), Akeneo hereby grants to Customer during the applicable Subscription Term, a non-exclusive, non-sublicensable, non-transferable (except as set forth in Section “Assignment”) right to access and use the Subscription Service solely for Customer’s internal use. This right is restricted to use by Customer and its Users. All licenses granted under this Agreement are strictly limited to the contracting legal entity identified in the Order Form. Customer agrees: (a) that only Users are permitted to use the Subscription Service; (b) that it is responsible for Users’ actions or failures to act in connection with activities contemplated under this Agreement and (c) to otherwise take all commercially reasonable steps to protect the Subscription Service and the Documentation from unauthorized use and/or access.

2.2. Access and Usage Limits

a. Customer acknowledges that access and use of the Subscription Service is granted to Customer for use as set forth in the applicable Order Form (the “Volume Limitations”). At any time during the Agreement, Customer may expand its scope by executing a new Order Form.

b. In the event that the Subscription Service is used in excess of the Volume Limitations, Customer may either: (i) clean its PIM to revert back to the Volume Limitation defined in the applicable Order Form(s); or (ii) subscribe to additional volumes by signing a new Order Form at Akeneo then current rates.

c. The User shall not access or use the Services, if the User is located in a jurisdiction that is subject to U.S. or E.U. economic sanctions, and any User shall not provide access to the Services to any government, entity, or individual located in any such jurisdiction or to any individual identified on any U.S. or E.U. sanctions lists.

2.3. Third-Party Product and Content

a. Third Party Product

Customer may purchase Third-Party Products for use with the Subscription Service. Customer acknowledges that such Third-Party Products that may be provided by Akeneo are a “pass through” to Customer. Third-Party Products are covered by a specific warranty offered by the third-party vendor, not by Akeneo. Any such Third-Party Products provided by Akeneo shall be identified as such on the Order Form and Customer’s use of such optional Third-Party Products will be governed by and subject to the applicable terms found at https://apps.akeneo.com/apps. Customer acknowledges and agrees that Akeneo makes no warranty of any kind with respect to such Third-Party Products and agrees to look solely to the applicable third-party vendor for warranty support for such Third-Party Products. Customer also acknowledges and agrees that Akeneo’s Maintenance and Support shall not include such Third-Party Products.

If Customer accesses or purchases a Third-Party Product, it is at Customer’s own risk. The relationship between Customer and the Third-Party Product vendor is an agreement between Customer and the third-party vendor. If Customer accesses or enables a Third-Party Product, Customer grants the third-party vendor permission to access or otherwise process Customer's Content as required for the operation of the Third-Party Products.

b. Powered "by Akeneo” Product

Subscription to Third-Party Products labeled "by Akeneo" on the Akeneo marketplace, are governed by this Agreement.

c. Third-Party Content

Akeneo is not responsible for any Customer's Content provided by others including from third-parties. Customer and any of its Users who access the Subscription Service shall not use, access, download, or process Customer's Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Akeneo will not be liable to Customer or to any third party for any Customer's Content provided by another party.

Akeneo will not be liable for any disclosure, use, changes to, or deletion of Customer's Content or for losses or damages Customer may suffer from access to Customer's Content by the Third-Party Product provider.

3. Customer responsibilities

3.1. Customer and its Users shall use the Subscription Service reasonably in accordance with this Agreement or any Documentation. Akeneo may temporarily suspend or restrict Customer’s right to access or use any portion of the Subscription Service upon prior written notice (or immediately if no reasonable opportunity to provide prior notice exists, which shall depend on the threat and the risk evaluated by Akeneo or in case of a court order) to the Customer if Akeneo reasonably determines that the Customer’s use of such Subscription Service is in breach of this Agreement and directly causes a material security risk to such Subscription Service, or a denial of service attack or similar material adverse impact on such Subscription Service. Following suspension, Akeneo will notify Customer in writing and, if applicable, according to applicable laws and regulations, will work with Customer in good faith to resolve the issue. In any event, suspension of Customer’s access to Subscription Service shall be restored immediately after Customer substantially cures or mitigates the violation. 

3.2. Customer is responsible for the completeness, security, confidentiality and accuracy of the information Customer provides to Akeneo. Customer will promptly notify Akeneo upon becoming aware of any unauthorized access to or use of its log-in credentials or account. 

3.3. Without Akeneo’s express prior written consent in each instance, Customer shall not (and must not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Subscription Service; (b) modify, copy or create derivative works based on the Subscription Service;  or (c) use the Subscription Service to: (i) send, store, upload or otherwise transmit any Customer's Content that is infringing, unlawful, abusive, defamatory, obscene, hateful, or otherwise objectionable content; (ii) upload or otherwise transmit, display any Customer's Content that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person, including material violative of third-party privacy rights; (iii) upload, store or otherwise transmit any material that contains software viruses, worms, Trojan horses or other harmful computer code, files, scripts or agents or any other computer code or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (v) violate any applicable law or regulation. 

3.4. Customer has exclusive control and responsibility for determining what Customer's Content it uploads to the Subscription Service and for obtaining all necessary consents and permissions for submission of Customer's Content. Customer is further responsible for the accuracy, quality, and legality of all Customer's Content. Akeneo makes no warranty that any Customer's Content obtained or displayed through the Services is accurate or complete.

4. IPR and Ownership

4.1. Intellectual Property Rights

Each Party retains exclusive ownership of all patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, drawings and models, software, expertise, information and all other elements belonging to it, developed or acquired prior to the entry into force of the Agreement ("Pre-existing Intellectual Property Rights"). No provision of the Agreement may be interpreted as explicitly or implicitly granting the transfer of ownership of any Intellectual Property Rights, industrial property rights or any other right whatsoever from one Party to the other without written agreement for said transfer.

Each Party shall remain the owner of all the documentation and information provided to the other Party. Such communication of said information will not be deemed as granting the receiving Party any usage right or any license over the intellectual property rights relating to the aforesaid information, except as otherwise expressly set forth in this Agreement.

Customer shall not register any trademarks, products, technology, designs, or patentable inventions of Akeneo. Furthermore, Customer shall not represent itself as the owner of any such mark, designs or inventions to any third party.

Customer retains full ownership of all right, title and interest in and to all Customer's Content. During the Term of this Agreement, Customer hereby grants to Akeneo a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section “Assignment”), royalty-free right to use, display and transmit Customer Content solely as necessary to provide the Subscription Service to Customer.

4.2. Subscription Service

Customer acknowledges and agrees that Akeneo owns and retains all rights, title and interest to the Intellectual Property Rights embodied in and to the Subscription Service and all Improvements, modifications, configurations, Akeneo Content and all of Akeneo’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to Customer by Akeneo in providing the Subscription Service and all derivatives thereof are and shall remain Akeneo’s or its licensors’. Akeneo name, all Akeneo logos, and the product names associated with the Subscription Service are trademarks of Akeneo or third parties, and no right or license is granted to use them. Customer shall not remove any Akeneo trademark or logo from the Subscription Service. During the Term of this Agreement, Akeneo grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section “Assignment”), royalty-free right to use, display and transmit the Akeneo Content solely in connection with Customer’s permitted use of the Service. Customer may provide Akeneo with feedback, suggestions, or recommendations regarding the Services. Such feedback is provided voluntarily and without any obligation. Akeneo shall be free to use, disclose, reproduce, or otherwise exploit such feedback without restriction, and no intellectual property rights or compensation shall be granted or owed to Customer in connection therewith.

4.3. Partner Services

Customer is responsible, at its sole expense, for the installation and implementation of the Subscription Service. The choice of Partner is at the sole discretion of Customer.  Customer expressly agrees to sign an agreement with such Partner without Akeneo being liable nor involved in this relationship.

4.4. Open Source Components

Customer acknowledges the Service provided by Akeneo is based on the use of open-source software components. These components are integrated into the Subscription Agreement in compliance with the applicable open-source licenses. Details regarding these components are provided with the Subscription Agreement or available upon request.

5. Invoicing and payment

5.1 Fees and Payment Terms

Fees and payment terms will be as defined in the applicable Order Form.

For clarity purposes, if Customer purchases the Akeneo offering through an authorized reseller, then terms regarding invoicing, fees, and taxes shall be as set forth between Customer and reseller and the applicable fees shall be paid directly to such reseller and this Section 5 shall not apply.

5.2. Invoicing

Akeneo will invoice Customer for the Fees in the currency set forth on the applicable Order Form. 

In the event Customer subscribes to the Subscription Service through the Google marketplace, the invoicing process will be processed via the Google marketplace, and Customer irrevocably accepts that the offer is in USD. For deals in USD, Akeneo will issue a Google private offer covering the full lenght of the contract. For deals not in USD, Akeneo will issue a Google private offer in USD, at each contract anniversary date, based on the agreed price in the local currency form the Agreement. Customer will approve each Google private offer issued by Akeneo, according to the Akeneo order form schedule. In the event Customer uses a reseller for Google marketplace, any eventual reseller fee will be fully assumed by Customer. Customer is billed by Google in the agreed currency between Google and Customer. Customer acknowledges and undertakes to be engaged as per the Akeneo initial terms as defined in this Agreement and despite the Google private offer being approved on an annual basis.

5.3. Late Payment

If not subject to a good faith dispute and not paid when due, then Akeneo may at its own discretion apply a late interest rate permitted by law adding 5% from the date such payment was due until the date paid. Furthermore, if any undisputed amount remains unpaid for more than thirty (30) days following its due date, Akeneo may suspend Customer’s access to the Subscription Service if Akeneo has not received the amounts invoiced in full.

5.4. Taxes

Fees are exclusive of taxes. Customer shall be responsible for the payment of all sales, use and similar taxes arising from or relating to the Services rendered hereunder (“Taxes”), except for taxes related to the net income of Akeneo and any taxes or obligations imposed upon Akeneo under federal, state and local wage laws.

6. Term and Termination

6.1. Term

The Subscription Term is set forth in the applicable Order Form starting on the day indicated therein  (“Start Date”) and continuing for the duration of the Subscription Term. The Parties agree to enter into renewal negotiations at least four (4) months prior to the end of the Subscription Term. If the Parties fail to enter into a new Order Form to renew the Subscription Service, the Agreement and the Subscription Service will automatically expire on the last day of the Subscription Term. All  Order Forms shall be co-terminus with this Agreement, unless specifically noted on the Order Form, or terminated sooner as provided herein.

6.2. Termination

Notwithstanding the foregoing, either Party may terminate this Agreement or any Order Form (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other Party that is not cured within thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of an Order Form shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Order Forms.

6.3. Effect of Termination

Upon any termination or expiration of this Agreement or any applicable Order Form, Akeneo shall no longer provide the applicable Services to Customer and Customer shall promptly cease and cause its Users to promptly cease using the Subscription Service. Except as expressly provided herein, termination of this Agreement by either party will be a non exclusive remedy for breach and will be without prejudice to any other right or remedy of such party. If the Order Form is terminated as a result of Akeneo’s material breach, then Customer shall be entitled to a refund of the pro rata portion of any prepaid Fees paid by Customer to Akeneo under the Order Form for the remaining unexpired terminated portion of the Term. Upon termination of this Agreement, each party shall promptly destroy all Confidential Information of the other party in its possession.

Customer shall recover its Customer Content at any time during and before the end of the Agreement directly form the Subscription Service, in and .xls or csv format.

6.4. Survival

Any provision of this Agreement that, either by its terms or to give effect to its meaning, shall survive and such other provisions that expressly or by their nature are intended to survive termination, will survive the expiration or termination of this Agreement. Without limiting the foregoing, Sections IPR, Confidentiality, Indemnification, Limitation of Liability and General shall survive the expiration or termination of this Agreement.

7. Representations and warranties

7.1. Mutual Warranties

Each of Akeneo and Customer represents and warrants that (i) it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement; and (ii) it will perform its obligations and duties and exercise its rights under this Agreement in strict compliance with all applicable laws.

7.2. Subscription Service Warranty

Akeneo warrants that during the Subscription Term of any Order Form for the Subscription Service (i) the Subscription Service will conform, in all material respects, with the Documentation, (ii) Akeneo will provide the Subscription Service in accordance with Exhibit A, (iii) it will use industry standard precautions to ensure that it does not include any viruses, malware, disabling devices, Trojans horses, or time bombs in the Subscription Service that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data and (iv) all related Maintenance and Support shall be provided in a competent and professional manner. Akeneo does not warrant that it will be able to correct all reported defects or that use of the Subscription Service will be uninterrupted or bug free. For any breach of the above warranty, Akeneo will, at no additional cost to Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty. Customer will provide Akeneo with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such warranty shall only apply if the Subscription Service has been utilized by Customer in accordance with the Order Form and this Agreement.

7.3. Professional Services Warranty

Akeneo warrants that any Professional Services provided hereunder shall be provided in a competent and professional manner and in accordance with any specifications set forth in an applicable statement of work ) or an Order Form in all material respects. Customer must report any deficiency in Professional Services to Akeneo in writing within thirty (30) days of completion of such applicable portions of the Professional Services.

7.4. No Other Warranty

Except as expressly set forth above, Akeneo offers its Subscription Service “as is” and does not represent that the Subscription Service will be bug-free or that the Subscription Service will meet Customer’s requirements or that all bugs in the Akeneo Services will be corrected or that the overall system that makes the Subscription Service available (including but not limited to the internet, other transmission networks, and Customer’s local network and equipment) will be available, accessible, uninterrupted, timely, secure, accurate, complete and/or free of viruses or other harmful components. Akeneo does not and cannot control the flow of data to or from Akeneo’s network and other portions of the internet, and accordingly Akeneo disclaims any and all warranties and liabilities resulting from or related to a failure in the performance of internet services provided or controlled by a third party other than any contractor or agent of Akeneo hereunder. The warranties stated in this section above are the sole and exclusive warranties offered by Akeneo and there are no other warranties or conditions, express or implied, including without limitation, those of merchantability, fitness for a particular purpose or non-infringement of third-party rights. Customer assumes all responsibility for determining whether the Subscription Service is accurate or sufficient for Customer’s purposes.

8. Indemnification

8.1. Akeneo Indemnification

Akeneo will defend Customer, and its Affiliates as Users (collectively, "Customer Indemnitees"), against any claim, demand, suit or proceeding made or brought against any of Customer Indemnitees by a third party alleging that the Subscription Service infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer Indemnitees for any damages (including reasonable attorney fees and costs) finally awarded against any of Customer Indemnitees as a result of, or for amounts paid by under a court-approved settlement of, a Claim Against Customer. If a Claim against Customer is brought or is likely, in Akeneo's sole opinion, to be brought, Akeneo will, at its option and expense (A) obtain the right for Customer to continue using the Subscription Service; (B) replace or modify the affected Subscription Service so that they become non-infringing; or (C) upon notice to Customer, terminate this Agreement or Customer's use of the affected Subscription Service, provided that in the case of (C) Akeneo promptly refunds to Customer the prorated portion of any unearned pre-paid Fees paid hereunder for the affected Subscription Service. Akeneo's obligations in this Section “Akeneo Indemnification” do not cover third- party claims to the extent such claims arise from: (i) any products, services, technology, materials or data not created or provided by Akeneo (including without limitation any Customer Content or third-party products), (ii) when applicable any part of the Subscription Service made in whole or in part in accordance to Customer specifications, (iii) any modifications made by or on behalf of Customer after delivery by Akeneo, (iv) any combination with other products, processes or materials not provided by Akeneo (where the alleged damages, costs or expenses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Subscription Service is not strictly in accordance with this Agreement or any Documentation.

8.2. Customer Indemnification

Customer will defend Akeneo, and its Affiliates (collectively, the "Akeneo Indemnitees") from and against any and all claim, loss, damage, demand, penalties, indemnities, suit or proceeding, (including reasonable legal fees) made or brought against any or all of the Akeneo Indemnitees by a third party (i) alleging that Customer's Content, or any use thereof, infringes the intellectual property rights or proprietary rights of others or (ii) arising out of or attributable to Customer’s misuse of the Subscription Service (each, a "Claim Against Akeneo"), and will indemnify the Akeneo Indemnitees from any damages, reasonable attorney fees and costs finally awarded against the Akeneo Indemnitees as a result of, or for any amounts paid under a court-approved settlement of a Claim Against Akeneo.

8.3. Indemnification Procedure

Each Party’s obligation to indemnify the other Party is conditioned on the Party seeking indemnification: (i) promptly notifying the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby, (ii) allowing the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying Party may not settle any claim that requires the indemnified Party to admit fault without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed), and (iii) providing the indemnifying Party with reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed.

8.4. Sole Remedy

This Section “Indemnification” sets forth Akeneo’s sole liability (and Customer’s sole remedy) regarding infringement or misappropriation of third-party rights.

9. Limitation of liability

9.1. General Liability

Each Party is responsible for its own acts, omissions, or gross negligence that cause direct damages to the other Party.

9.2. Exclusion of Liability

To the maximum extent permitted by applicable law, neither Party, its directors, employees, agents, or licensors will be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages (including, but not limited to, loss of actual or anticipated income, loss of actual or anticipated profits, loss of goodwill or data, loss of contract), arising out of or that relate in any way to this Agreement or its performance that result from the use of, or inability to use, the Subscription Service. This exclusion applies regardless of the legal theory upon which any claim for such damages is based, whether the parties had been advised of the possibility of such damages, whether such damages were reasonably foreseeable, or whether application of the exclusion causes any remedy to fail of its essential purpose.

9.3. Limitation of Liability

Except as otherwise provided herein, the maximum aggregate liability of each Party  under this Agreement shall be limited to and shall not exceed the Fees paid or payable by Customer for the Subscription Service subject to the claim during the twelve (12) month period immediately preceding the date on which the cause of action arose.

9.4. Exceptions to Limitation and Exclusions

The limitations and exclusions of liability set forth in this Section shall not apply to: (a) any intentional misconduct; (b) any violation by Customer of Akeneo’s intellectual property rights in and to the Subscription Service; (c) Customer's liability to Akeneo for the payment of Fees; or (d) any liability that cannot be limited or excluded under applicable law.

9.5. Allocation of Risk

Each Party acknowledges that the limitations of liability set forth in this section reflect the allocation of risk between the Parties under this Agreement, and that in the absence of such limitations of liability, the economic terms of this Agreement would be significantly different.

10. Confidentiality

10.1. Confidential Information

As used in this Agreement, "Confidential Information" means all information of either party that is not generally known to the public, whether technical, business or other nature, that is disclosed by one Party to the other Party or that is otherwise learned by the receiving party in the course of its activities with the disclosing party, and that has been identified as being proprietary and/or confidential or that the receiving party reasonably ought to know, should be treated as proprietary and/or confidential. The terms and pricing on each Order Form shall be deemed Confidential Information. The receiving party shall use reasonable care to hold the disclosing party Confidential Information in confidence and not disclose such Confidential Information to anyone other than to its employees, contractors, attorneys, and accountants with a need to know. The receiving party shall not reproduce or use such Confidential Information for any purpose other than as reasonably required to perform pursuant to this Agreement or as reasonably necessary for use of the Subscription Service as contemplated by this Agreement.

10.2. Exclusions

Information will not be deemed Confidential Information hereunder if such information: (i) is known by the receiving party prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

10.3. Injunctive Relief

Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the disclosing party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate.  Therefore, both Parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to seek injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

11. Personal Information

11.1. Use of the Subscription Service and Personal Information

Customer must not download, import, or use the Subscription Service to store or process Personal Information as defined by the General Data Protection Regulation ("GDPR") or any relevant applicable U.S. data privacy laws, including but not limited to the California Consumer Privacy Act ("CCPA").

Regarding Personal Information, Customer's Content and any other third-party content, Customer remains solely responsible for ensuring compliance with all applicable data protection regulations, including GDPR and relevant U.S. laws when applicable. 

11.2. Data Processing for Contract Performance

In accordance with the GDPR and relevant U.S. data privacy laws (when applicable), the Parties mutually acknowledge and accept that, for the purpose of performing this Agreement, Personal Information relating to each of them (including professional email addresses) will be processed for purposes directly related to the execution of this Agreement. Such processing is lawful under:

(i) Art. 6.1(b) of the GDPR – Necessary for the performance of a contract; and

(ii) Applicable U.S. data privacy laws, such as the CCPA, to the extent relevant to the Parties’ obligations.

Each Party undertakes, as an independent data controller, to:

a. Process Personal Information in compliance with the security measures required by the GDPR and relevant applicable U.S. data privacy laws;

b. Ensure that processing is conducted in accordance with the regulations in force at the time of processing;

c. Limit processing to what is necessary for the execution of this Agreement.

12. General

12.1. Entire Agreement

The Agreement contains the entire agreement between the Parties and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. This Agreement may only be amended in writing, duly signed by both Parties ; provided that Akeneo reserves the right to modify this Agreement from time to time by posting a new Agreement to: https://help.akeneo.com/t&cs.html (a “New Agreement”) provided, however, that any New Agreement will only apply to new Order Forms entered into after such New Agreement goes into effect and will not apply to any existing Order Forms (which will continue to be governed by the Agreement in effect on the date such Order Form was first entered into). Any inconsistent or conflicting terms and conditions contained in any purchase order issued by Customer shall be of no force or effect, even if the order is accepted by Akeneo. Former versions are available upon request at legal@akeneo.com.

12.2. Authorized Affiliates use

a. Customer may grant an Authorized Affiliates to access and use the Subscription Service as a User under this Agreement and the applicable Order Form, provided that Customer remains fully responsible and liable for each Authorized Affiliates’ compliance with the terms of this Agreement.

b. Customer allows its Authorized Affiliates to benefit from and be bound by these Terms and Conditions when subscribing to their own Subscription Services under a separate Order Form. Each Authorized Affiliates shall be deemed a separate contracting party solely responsible for its obligations, and Customer shall have no liability for such Authorized Affiliates.

12.3. Assignment

This Agreement shall be binding upon and for the benefit of Akeneo, Customer and their permitted successors and assigns. Neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void; provided that either Party may assign this Agreement without consent to an Affiliate or as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets.

12.4. Subcontractor

Akeneo may use subcontractors (or independent contractors) to assist in the delivery of the Services, including third-party data hosting providers; provided, however, that Akeneo shall remain liable for the actions or omissions of such subcontractors (or independent contractors) and for the payment of their compensation.

12.5. Insurance

Both Parties shall maintain in full force and effect during the term of any Order Form the required insurances to comply with applicable laws. Upon request, the Parties shall deliver certificates of insurance issued by its insurance carrier showing such policies in force during the term of this Agreement.

12.6. Compliance with applicable Export Laws

Each party agrees to comply and shall ensure that its personnel, Users and suppliers comply with all relevant export laws and regulations of each country where the Products might be delivered ("Export Laws") to assure that neither the Subscription Service nor any direct product thereof are (1) exported, directly or indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the Export Laws.

12.7. Governing Law

This Agreement will be governed by the applicable law (without regard to the conflicts of law provisions of any jurisdiction), and claims arising out of or in connection with this Agreement will be subject to the applicable jurisdiction based on Customer’s place of business.

Each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, any court in the Applicable Jurisdiction in any action or proceeding. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

12.7. Compliance with Laws

The Parties shall, in connection with performance of this Agreement, comply and shall ensure that its personnel, Users and suppliers comply with all applicable local laws, ordinances, rules, regulations, court order, and governmental or regulatory agency orders.

12.8. Disputes

Disputes arising out of or in connection with this Agreement may, at the election of either Party, first be referred to senior management of both Parties to attempt amicable resolution. If unresolved, either Party may propose mediation in writing. Mediation is voluntary and not a condition precedent to the initiation of legal proceedings. If both Parties agree, they shall meet with a mutually agreed upon impartial mediator at a mutually agreed upon location, sharing costs equally. If mediation does not occur or does not resolve the dispute, either Party may proceed to litigation as per Article 12.6. Such court shall have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either Party may seek injunctive relief in any court of competent jurisdiction.

12.10. Relationship of the Parties

Akeneo and Customer are independent contractors. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind the other for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.

12.11. Force Majeure

Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party (each a “Force Majeure Event”).

12.12. Notices

Each Party shall notify the other Party in writing of any material event related to the Agreement. Such notices shall provide clear information regarding the event and its impact on the Agreement. Notices shall be given within a reasonable time from the occurrence of the event. A notice shall be deemed received upon being sent to the address listed in the Order Form, provided that dispatch confirmation (e.g. tracking receipt) can be furnished.

12.13. Modifications to Subscription Service

Akeneo may make modifications to the Subscription Service or particular components of the Subscription Service from time to time provided that such modifications do not materially degrade any functionality or features of the Subscription Service.

Customer's use of the Subscription Service is not conditional upon Akeneo providing any future functionality or feature. Subject to Section “Modification of Subscription Service”, Akeneo may release Improvements and other features and functionality at its discretion. Some new features and/or functionalities may be available only with certain versions or editions of the Subscription Service, subject to additional fees, or subject to additional terms and conditions. Akeneo reserves the right to offer additional features or functionality at additional cost. Customer agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Akeneo regarding future functionality or features. Customer will receive standard updates to the Subscription Service that are made generally available by Akeneo.

12.14. Use of the AI feature

The artificial intelligence feature (the “AI Feature”) made available by Akeneo in the Service is solely intended to assist Customer in generating, enriching or rephrasing its own content within the solution.
This AI Feature is designed to operate exclusively on Customer-generated content. It does not require or process any personal data, and Customer shall not submit any such data when using this feature.
Customer remains fully responsible for the content it provides and uses through the AI Feature. It is Customer’s responsibility to ensure that such content complies with applicable laws.
Any content generated by the AI Feature shall be deemed part of Customer Content. It is the exclusive property of Customer, who may use, modify, or delete it at their sole discretion. Akeneo claims no ownership rights over the AI-generated content and does not use it to train, fine-tune, or otherwise improve the AI models operated by Akeneo or its subprocessors.
The AI Feature relies on probabilistic technologies which may, by nature, produce approximate, incomplete, or inaccurate outputs. Akeneo shall not be held liable for any errors, omissions, or unsuitability in the outputs of the AI Feature, nor for any consequences resulting from their use.

12.15. Monitoring

Customer agrees to use the Subscription Service within a fair usage and undertakes to comply with all usage limitations set forth in the applicable Documentation and/or applicable Purchase Order. 

a. Akeneo may, from time to time, monitor the usage of the Subscription Service to ensure compliance with the agreed-upon Volume Limitations. Upon Akeneo's request, Customer shall promptly and accurately certify and/or provide evidence of Customer’s compliance with the applicable usage limits. In strict compliance with the Confidentiality clause, Customer hereby authorizes Akeneo to access Customer Content in the Subscription Service for the purposes of verifications, tests, continuous improvement or resolution of bugs, control of use.

b. If Customer exceeds its permitted use of the Subscription Services, whether in relation to SKUs or other features capacities, Akeneo will notify Customer of such overage. Customer shall, within thirty (30) days of notice, subscribe to additional SKUs, packages, volumes, or capacities as needed to cover its actual use. If Customer fails to do so, Akeneo may (i) charge overage fees at then-current price list rates, enforceable at the end of the applicable contract year (i.e., on the anniversary of the contract start date), and/or (ii) suspend or limit access to the relevant features until the overage is resolved. In the event of suspicious activity, Akeneo may suspend or block specific IP addresses or domain names until normal conditions are restored. Upon renewal, invoices will reflect Customer’s actual usage based on the expanded scope.

c. In addition, Akeneo may process aggregated and anonymous general platform usage data and extracts of Customer Content on an anonymized basis for Akeneo's legitimate business purposes, including for machine learning and testing, development, controls, and operation of the Services (“Usage Data”). For clarity, nothing in this Section 12.15 gives Akeneo the right to publicly identify Customer or any individual User as the source of such Usage Data. Customer unconditionally and irrevocably assigns to Akeneo all of its rights, titles, and interests in and to the Usage Data, including all intellectual property rights relating thereto.

12.16. Marketing

Akeneo may reference Customer’s name and/or visual brand elements in connection with its promotional and marketing materials, including but not limited to digital and print formats, provided such use aligns with any general brand usage guidance made available by Customer.

12.17. No Third-Party Beneficiaries

Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

12.18. Waiver and Severability

Unless otherwise stated in an applicable “Specific Conditions Document” (such as the Order Form,  Exhibit, Appendix or Addendum identified as waiving specific general terms and conditions articles), performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein.  The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

12.19. Evaluation Use

Akeneo may, in its sole discretion, make certain pre-release products and/or free trial versions of the Subscription Services available to Customer for testing, evaluation, or limited use (“Beta Products and Trial Versions”). Beta Products and Trial Versions are provided as is, as available, and without warranties of any kind. Akeneo disclaims all liability arising from or related to Customer’s use of Beta Products and Trial Versions, and Customer assumes all associated risks.

12.20. Order of Precedence

It is understood that this Agreement and its Exhibits are mutually construed. However, in the event of contradiction or divergence between the documents, the order of precedence is: (i) Order Form (except as otherwise specifically authorized in the Subscription Agreement); (ii) Subscription Agreement; and (iii) Subscription Agreement’s Exhibits.

Exhibit A - Service Level Agreement and Maintenance and Support

1. Service Level Agreement

1.1. DEFINITIONS

Percentage Uptime  
means the availability of the Akeneo Subscription Service expressed as a percentage and calculated by multiplying 100 times the quotient of (i) total number of minutes the Akeneo Subscription Service is available (other than unavailability due to Permitted Downtime as defined below) in the applicable calendar month divided by (ii) the total number of minutes in the month less Permitted Downtime.

Permitted Downtime  
means the following: 

a) Partial or complete interruption of the Subscribed Service during a Scheduled Maintenance Window;

b) Outages or disruptions caused by events beyond Akeneo's control, such as Force Majeure Events, failures of the public internet or Customer's telecommunications and internet service providers;

c) Outages or disruptions caused by Customer content or Third Party Products;

d) Outages due to acts or omissions of Customer, its agents, employees or contractors.

“Outage” means the timeframe when the Akeneo Subscription Service experiences unavailability solely due to infrastructure failures.

Scheduled Maintenance Period  
means the periods of time during which Akeneo may perform maintenance that impacts the responsiveness or availability of the Subscription Service. Akeneo will use best efforts to schedule Maintenance Windows outside of local CE(S)T, EST and AE(S/D)T business hours (between 9 am and 6 pm) and notify clients at least 2 weeks in advance of any intervention. Customers can subscribe to updates from the Akeneo Status page for maintenance notifications via email, SMS, or Slack. It's Customer's responsibility to ensure that their preferred method of receiving maintenance notifications is up-to-date and fully functional. Any changes to a Customer's email, phone, or Slack details for notification purposes will require a new subscription.

1.2. UPTIME

Akeneo will use commercial reasonable efforts to maintain a Percentage Uptime of at least 99.5% in any given calendar month. If Akeneo fails to meet this threshold for two (2) consecutive calendar months, Customer shall have the right to terminate the Agreement as its sole and exclusive remedy, provided such termination occurs within thirty (30) days following the second consecutive month of non-compliance. Notwithstanding the foregoing, termination under this clause will be subject to a six (6) months termination notice.

2. Backup and Security

Akeneo will perform periodic backups of Customer's Content from Customer's production environment pursuant to the below frequency:

• 1 time per day for the last thirty (30) days.

Security measures implemented by Akeneo are described at the following address: https://www.akeneo.com/security/.

3. Maintenance and Support

3.1. Summary

This Maintenance and Support Policy (“Maintenance Policy”) describes the policies and procedures under which Akeneo provides Maintenance and Support Services for its Subscription Service to its Customers.

Maintenance and Support are provided through Akeneo’s online web-based maintenance portal at helpdesk.akeneo.com (“Maintenance Portal”) allowing Customer’s Administrator to issue and track Ticket.

This Maintenance Policy sets forth expectations for Maintenance and Support between Customer and Akeneo’s support organization. Akeneo may subcontract certain Maintenance and Support obligations to an Affiliate but will be responsible for the acts and omissions of such Affiliate.

3.2. Definitions

A. Authorized Support Users  
means the Users appointed by Customer to become Akeneo’s point of contact and to access the Maintenance Portal.

B. Bug  
means a reproducible defect or combination of defects in the Akeneo Subscription Service, which prevents it from performing in accordance with the provided documentation. Such Bug results in a failure that impacts the Akeneo Subscription Service’s operation, features, or effectiveness and must be reported to Akeneo through the Support Interface.

C. Maintenance Releases  
means commercially released code corrections, patches, and updates of the Subscription Service.

3.3. Scope of Maintenance and Support

A. What Maintenance and Support include

If Customer is current on its payment obligations, Akeneo shall provide Maintenance and Support consisting of the following:

web-based submissions of bugs submitted by the Authorized support User; and

Maintenance releases of the Subscription Service. Akeneo Maintenance releases are automatically performed and loaded by Akeneo into the Subscription Service environment.

B. What Maintenance and Support exclude

The following are excluded from Akeneo’s Maintenance and Support obligations:

• Subscription Service that is used in conjunction with hardware or software other than as specified in the applicable Documentation;
• Bugs due to Customer using the Subscription Service other than in accordance with the Documentation or the Agreement;
• Training;
• Customization, integration and any bugs arising from non-standard usage of the Subscription Service;
• Any on-site services or remote access services (unless Akeneo requests remote access to assist Akeneo in understanding a bug);
• Any cause caused directly or indirectly by Customer’s error or omission or improper use;
• Assistance in developing User-specific customizations;
• Assistance with installation or configuration of hardware, including computers, hard drives, networks or printers; and
• Assistance with non-Akeneo products, services or technologies, including implementation, administration or use of third-party enabling technologies such as databases, computer networks or communications systems.

4. Support response timeframe

Customer can obtain Maintenance and Support by reporting Bugs to Akeneo. Bugs are tracked from initial report through final resolution through the Maintenance Portal.

A. Severity Levels and response times
Customer will initially prioritize Bugs according to the following Severity Level criteria provided that Akeneo reserves the right to re-classify such Severity Level:

B. Support Operating Days and Times  
Support Hours and Days are

Note: Limited support during Australian (Sydney), US (Boston, MA) and France public holidays.

C. Disaster Recovery Plan (« DRP »)

Akeneo will make its best commercial effort to provide Customer with a DRP as follows:

• Recovery Time Objective (Maximum interruption time): 1 Day & 4 Hours
• Recovery Point Objectives (Maximum lost data duration): 24 Hours

EXHIBIT B

Akeneo Premium Product Cloud Package Supplement

Akeneo Product Cloud Premium 

If an eligible Customer subscribes to Akeneo Product Cloud Premium and has paid the associated annual fee, Akeneo will provide the following to Customer:

• Strategic Customer Success Manager (“Strategic CSM”) -  is an experienced senior CSM who supports Customer’s growth with Akeneo. Senior CSMs will work with Customer to understand and set objectives, and to build a plan with Customer in support of those objectives. Strategic CSMs have experience working with larger organizations with more complex ecosystems. They will conduct business reviews with Customer up to four (4) times per year, based on Customer’s schedule and availability. No carry over is allowed.
   
• Technical Account Manager (“TAM”) - is an Akeneo team member who will provide technical guidance and support post go-live, providing best practices and guidance to help Customer adopt and use Akeneo technology. The TAM may also assist with issue qualification, escalation management, and provide education on new features to ensure Customer’s PIM team is prepared for new features and functionalities. The TAM will provide up to one (1) Health Check per year at the direction of Customer, and will provide functional and technical expertise to Customer. 

Service Level Agreement and Support Supplement

The following Severity Levels and Response/Resolution times will only apply for Akeneo Product Cloud Premium:

The following Support Operating Days and Times will only apply for Akeneo Product Cloud Premium:

• Support communication will only be provided in English.
• For operation requests and bugs requiring a patch/code implementation, the resolution will be managed within the CE(S)T working hours.