As of March 11th, 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 (on behalf of itself and its Affiliates and Users for whom Customer will be responsible hereunder).

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 any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition “control” means ownership of fifty percent (50%) or more of the outstanding voting securities of an entity (but only as long as such person or entity meets these requirements).

“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.

“CDN”
serves product assets from Akeneo's Asset Manager directly to public sites with the CDN (Content Delivery Network). CDN is included for all Customers (Growth, Advanced or Premium). A bandwidth pack for the CDN provides additional data transfer capacity to ensure smooth delivery of content to users and accommodate increased traffic or usage demands. CDN comes with a 36TB bandwidth per year with a 3TB monthly fair use  included in the subscription. Customer can track its bandwidth usage within Akeneo PIM to monitor usage, and may choose to subscribe for more bandwidth based on its usage and/or needs. When about to reach its full capacity, Customer will be alerted via the PIM interface and may choose to subscribe to additional bandwidth.

“Customer”  
means the Customer entity that will purchase the Services through an Order Form 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 the 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 the Customer's personal information that may be exchanged and required to conclude this Agreement.

“Documentation”  
means all content that Akeneo provides to the 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 the Customer's personal information that may be exchanged and required to conlcude this Agreement.

“Fees”  
means the total amount of the price payable by the 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 the Customer (including Affiliates of either party that enter into an Order Form), 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 sites and who provides Level 1 support of the Subscription Service.

“Professional Services”  
means Project Success Assistance (as described in Exhibit B), training, consulting and/or custom services to be provided by Akeneo as agreed to between the Parties in a statement of work.

“Purchase Order”  
means a document issued by Customer, when required by the Customer, to validate and formalize the subscription to Services as outlined in the applicable Order Form.

“PX insight” 
means an add-on that turns Customer’s behavior into actionable insights. Businesses can build customer-informed product records and execute smarter merchandising strategies to help grow sales and reduce returns. PX insight is included for Premium Customers with one (1) data source. For Advanced Customers, it is subject to additional subscription; as well as for any additional data source for any Customers.

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

“Shared Catalogs” means an Akeneo owned-Product that allows the Customer to create a secure portal to share product catalogs using a self-service model.

“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 the Customer is managing.

“Smart Edit”
scales asset preparation for all channels with AI-powered, rule-based asset transformations. Includes standard quality background removal transformations. It helps the Customer to resize, crop or remove backgrounds. Smart Edit provides a high-precision background removal capability for Advanced and Premium Customers. Smart Edit includes fifty thousand high-precision background removal transformations for Advanced and Premium Customers to use in the Akeneo Asset Manager. Upon reaching the initial volume, the option will be locked and Customers may choose to subscribe to an additional high-precision credit package or use the standard background definition.

“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.

“Supplier Data Manager” or "SDM" 
means a platform which will help the Customer to collect more easily and more quickly product data coming from Customer's suppliers or other external product data sources, to clean, enrich, and review the information they filled in.

“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 a named individual that is a Customer’s or an Affiliate’s employee, representative, consultant, contractor or third-party, under Customer responsibility, and is authorized to use the Subscription Service pursuant to a valid subscription or other right granted by Akeneo, and has been supplied a user identification and password by Customer (or by Akeneo at Customer’s request).

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 the 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. The 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. The Customer acknowledges that access and use of the Subscription Service is granted to the Customer for use as set forth in the applicable Order Form (the “Volume Limitations”).

b. In the event that the Subscription Service is used in excess of the Volume Limitations the 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. At any time during the Agreement, the Customer may also subscribe to new licenses for additional SKUs, Users, Channels, production environments, storage, etc. by executing a new Order Form.

d. 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 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 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 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 Content provided by another party.

Akeneo will not be liable for any disclosure, use, changes to, or deletion of Customer Content or for losses or damages Customer may suffer from access to Customer 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 Content that is infringing, unlawful, abusive, defamatory, obscene, hateful, or otherwise objectionable content; (ii) upload or otherwise transmit, display or distribute any Customer 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 Content it uploads to the Subscription Service and for obtaining all necessary consents and permissions for submission of Customer Content. Customer is further responsible for the accuracy, quality, and legality of all Customer Content. Akeneo makes no warranty that any Customer 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 Content. During the Term of this Agreement, the 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, transmit, and distribute the Customer Content solely as necessary to provide the Subscription Service to the 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 the 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. The Customer shall not remove any Akeneo trademark or logo from the Subscription Service. During the Term of this Agreement, Akeneo grants to the Customer a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section “Assignment”), royalty-free right to use, display, transmit, and distribute the Akeneo Content solely in connection with the Customer’s permitted use of the Service. In the event Customer provides Akeneo with “Feedback” (reports about any errors, problems, or defects in, or suggestions for changes and improvement to the Subscription Service), Customer hereby grants to Akeneo an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Feedback in any medium or format, whether now known or later developed; provided that, in doing so, Akeneo will present said Feedback in a form that would not permit a third party to identify the Feedback as associated with or relating to the Customer or any of its Users.

4.3. Partner Services

The 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 the 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 that the Service may contain or be accompanied by certain Akeneo and third-party embedded open-source software components (“Open-Source Components”). These Open-Source Components, if any, are identified in, and subject to, special license notices, terms and/or conditions as set forth in the Order Form, Documentation and/or in the Service (“Open-Source Notices”).

5. Invoicing and payment

5.1 Fees and Payment Terms

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

5.2. Invoicing

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

In the event the Customer subscribes to the Subscription Service through the Google marketplace, the invoicing process will be processed via the Google marketplace, and the Customer irrevocably accepts that the offer is in USD. The process is as follows: Akeneo will issue an order form in USD on the Google marketplace, at each contract anniversary date, based on the agreed price in the local currency from the Agreement. The Customer will approve each year such order form. The Customer is billed by Google in the agreed currency between Google and the Customer. The 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 (which cannot be negative) 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 the Customer and the Customer shall promptly cease and cause its Users to promptly cease using the Subscription Service. Customer shall pay Akeneo for all Fees that accrued prior to the termination date. 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 for any reason other than a termination as a result of Akeneo’s material breach, then Akeneo shall be entitled to all of the Fees due under the applicable Order Form for the entire unexpired terminated portion of the term of such Order Form. 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.

The Customer shall recover its Content at any time during and before the end of the Agreement. In the event the Customer is not able to recover its Content, Customer may request Akeneo to return Customer's Content via a DUMP archive file before the end of the Agreement.

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 the 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 the Service Level Agreement, (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 the 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. The 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, the "Customer Indemnitees"), against any claim, demand, suit or proceeding made or brought against any of the 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 the Customer Indemnitees for any damages (including reasonable attorney fees and costs) finally awarded against any of the 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 the Customer 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 the Customer of Akeneo’s intellectual property rights in and to the Subscription Service; or (c) 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

The Customer must not download, import, or use the Subscription Service to store 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, the Customer is solely responsible for ensuring compliance with all applicable data protection regulations, including GDPR and relevant U.S. laws when applicable. 

The Customer agrees to indemnify and hold Akeneo harmless from any proceedings, complaints, claims, or objections brought against Akeneo by any individual or competent authority alleging a violation of data protection regulations, in connection with this Agreement.

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 related to the execution of this Agreement. This processing is lawful under:

• Art. 6.1(b) of the GDPR – Necessary for the performance of a contract.
• Applicable U.S. data privacy laws, such as CCPA, to the extent relevant to the Parties’ obligations.

Each Party undertakes, as the data controller, to:

• Process Personal Information in compliance with the security measures required by GDPR and relevant applicable U.S. data privacy laws.
• Ensure that processing is conducted in accordance with regulations in force at the time of processing.
• 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 the 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. 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.

12.3. 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.

12.4. 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.

12.5. 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.

12.6. 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 the 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.

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 this Agreement shall be resolved as follows:  Senior management of both Parties shall meet to attempt to resolve such disputes. If unresolved within fifteen (15) days, either Party may request mediation in writing. Within fifteen (15) days of such request, the Parties shall meet for one day with a mutually agreed upon impartial mediator at a mutually agreed upon location sharing costs equally. If the dispute is not resolved by mediation or the Parties are unable to agree on the mediator or the location of the mediation, the dispute shall, unless otherwise mutually agreed upon by the Parties, be settled in court as per article 12.6. Such court will 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.

12.9. Headings

The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

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 specified address, 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. The 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. The Customer will receive standard updates to the Subscription Service that are made generally available by Akeneo.

12.14. 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 the Customer Content in the Subscription Service for the purposes of verifications, tests, continuous improvement or resolution of bugs, control of use.

b. For SKU use: if overage is detected, Customer will be notified and will be requested to subscribe to additional SKUs to match its current use before the end of the month when overuse is notified. If Customer does not subscribe to additional SKUs within this period, an over-usage payment will be enforced at the end of the year (i.e. the anniversary of the contract start date) at current price list rates. Upon renewal, the new invoice issued by Akeneo will reflect the current usage based on the new scope of SKUs.

c. For CDN use: if the Customer overuses the allowed capacity, Akeneo reserves the right to suspend its access until the Customer subscribes to an additional package. Upon notice of overage, Customer has thirty (30) days to fix its overage situation. In the event of a suspicious activity, Akeneo reserves the right to suspend or block certain IP addresses until the situation is resumed to normal.

d. 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 12.14 gives Akeneo the right to publicly identify the Customer or any individual User as the source of such Usage Data. The 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.

12.15. Publicity/Press Releases

12.15.1 Name & Logo

Akeneo may use Customer's name and logo on Akeneo's website, social media channels, and marketing collateral subject to compliance with branding guidelines provided by Customer.

12.15.2 Media Announcements

Upon execution, Akeneo may make one press announcement about Customer's selection of Akeneo, subject to Customer's prior approval. According to the Confidentiality clause, no financial or contract details will be included. All costs related to this announcement will be covered by Akeneo.

12.15.3 Case Study

Customer may work with Akeneo to create a case study describing how Akeneo has benefited its operations. Akeneo will pay all costs associated with creation and distribution of the case study. Distribution of the case study and an accompanying media announcement is subject to Customer's prior approval.

12.15.4 Reference Calls

Subject to Customer's availability, Customer may participate in reference calls as reasonably requested by Akeneo in advance.

12.16. 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.

12.17. 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.

12.18. 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 Master Agreement); (ii) Master Agreement; and (iii) Master 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 the Customer content or Third Party Products;

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

e) Customer is not entitled to a Service Credit for downtime or outages resulting from Permitted Downtime.

“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 the 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, the Customer shall have the right to terminate the Agreement as its sole and exclusive remedy, provided such termination occurs within 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 period.

2. Backup and Security

Akeneo will perform periodic backups of Customer 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 (each, a “Customer”).

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

This Maintenance Policy sets forth expectations for Maintenance and Support between the 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

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

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.

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

3.3. SCOPE OF MAINTENANCE AND SUPPORT

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.

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. BUG SUBMISSION AND RESOLUTION

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

4.1. Submitting Bugs

Who May Submit Bugs  
Only Administrators are authorized to submit Bugs.

How to Submit Bugs 
All bugs are to be submitted through the Maintenance Portal.

How to Report a Bug  
In order to log and track the resolution of Bugs, Akeneo expects that Customer will make every attempt possible to:

Provide information necessary to help Akeneo track, prioritize, reproduce, or investigate the Bug, such as: Customer name and organization.

Provide a full description of the Bug and expected results.

List steps already taken to reproduce the Bug and relevant data.

Provide all bugs messages delivered in conjunction with the Bug.

4.2. Support Response and Bug Resolution

Akeneo Bug Response Procedures  
For each Bug reported by Customer in accordance with these procedures, Akeneo shall:

Use commercially reasonable efforts to confirm receipt of and to respond to the reported Bug within the targeted  response time as listed below.

Analyze the Bug and, as applicable, verify the existence of the problem(s) resulting in the Bug, which may include requesting that Customer provide additional information. 

Use commercially reasonable efforts to resolve the Bug in accordance with the targeted  response times as listed below

Upon Customer’s request, discuss Severity Level and ongoing communication time frame.

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

Support Operating Days and Times  
Support Hours and Days are

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

Resolution and Closure of Bugs  
Bugs shall be closed in the following manner:

For solvable Bugs, depending on the nature of the issue, the resolution may take the form of an explanation, recommendation, usage instructions, workaround instructions.

For Bugs outside of scope of Maintenance and Support, Akeneo may also close Bugs by identifying the Bug as outside the scope of the Maintenance and Support or arising from a version, platform, or usage case which is excluded from this Maintenance Policy.

Dropped Bugs, Akeneo may close a case if the Authorized Support User has not responded to two (2) attempts or more made by Akeneo to collect additional information required to solve the case.

For Bugs requiring a patch/code implementation, the resolution will be considered within the CE(S)T working hours.

For request related to first-level qualification, Customer can refer to the Akeneo help center or contact their solution partner.

4.3. 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 Professional Services Scope for Project Success Assistance ("PSA")

Approach

The below project methodology covers the Akeneo professional services team method of delivering this services offering. This approach is based on our experiences across hundreds of projects and are purpose-built to enhance our Customer’s product experience maturity. Our Professional Services teams deliver the PSA to guide the Customer throughout the project and provide best practices to aid in both the short and long-term success of the Customer. This document itemizes the specifics, assumptions and terms associated with the PSA. 

High-Level Scope & Deliverables | PIM PSA

The Project Success Assistance ("PSA") is an expert consulting service provided to the Customer (in conjunction with the integrator) during the onboarding phase of the project. The PSA is limited to the first twelve (12) months of the Agreement. 

The following areas will be addressed through one or more workshops in collaboration with the integrator:

• Product & catalog modeling - making sure the catalog is properly modeled in alignment with best practices ensuring scalability, performance, and future growth opportunities 

Enrichment processes - defining the import/enrichment/export as well as users and systems involved in order to streamline enrichment processes

Integration capabilities - providing best practices on how to integrate with Akeneo

Deliverables - during the PSA, Akeneo will deliver:

• One or more document(s) after the conclusion of the workshops, outlining outcomes discussed during the workshops, detailing Akeneo’s recommendations on configuring Customer’s  PIM.
• Health Checks: functional and technical health checks to assess how well Customer’s environment follows best practices and outline opportunities for continued improvement. These documents are performed before initial go live, based on the scope agreed upon at the beginning of the project.

Ongoing Assistance Scope | PIM PSA

Outside of the above deliverables, the Customer benefits from ongoing professional services days for ad-hoc written or oral communication such as regular catch-up calls, project meetings, review sessions, email exchanges, and other communication. The specific allotment of days dedicated to ongoing assistance by PSA type is in the table below. The days of ongoing professional services assistance can be leveraged at any time throughout the lifetime of the PSA. 

• If additional ad-hoc assistance is required outside of the specific “Up to” days below, Customer must purchase professional services on a time & materials basis. Akeneo sells ad-hoc assistance in days based on the current daily rate for your region.

Assumptions

Partner Scope | PIM PSA

Partner is responsible for anything not explicitly outlined in this document, including, but not limited to:

• Project management
• Functional configuration of the platform and implementation works
• Preparing, transforming, and cleaning data in any way necessary so it can be loaded into Akeneo
• Migration and transformation of data into and out of Akeneo
• Integrations and associated developments
• Testing
• End-user training

Customer Scope | PIM PSA

Customer and/or Partner are responsible for anything not explicitly outlined in this document, including, but not limited to:

• Providing Business Objectives
• Providing knowledgeable business and technical resources for the project
• Project management
• Change management
• Defining catalog and product structure
• Preparing, transforming, and cleaning data so it can be loaded into Akeneo

High-Level Scope & Deliverables | SDM PSA

Education workshop sessions, On-demand review sessions, Ad-hoc business and technical advisory, Integration best practices, SDM technical architecture design review, Functional configuration of platform, Testing and launch preparation, Dedicated end-user training, Integration to Akeneo PIM, review third-party onboarding document.

Assumptions

Partner Scope | SDM PSA

Partner scope: Project management, Integration to system other than Akeneo PIM.

Customer Scope | SDM PSA

Customer Scope: Provide business objectives along with project planning (incl. steering committees or equivalent), Provide business and technical resources to configure the SDM, change management and onboard third-party users.

High-Level Scope & Deliverables | Activation PSA

• Assist with data mapping and transformations for the first channel
• Report on missing required data
• Provide guidance on matching PIM data types to Activation channel requirements
• Provide up to two hour-long training sessions based on the connected channel(s) outlining outstanding errors and a path to correction 

Customer Scope and/or Partner Scope | Activation PSA

• Select the desired activation channel(s)
• Provide the list of product types/families per channel
• Grant access to the PIM
• Grant access to the Portals of the selected Activation Channel
• Fix data errors reported by Akeneo
• Manage the relationship with the marketplace(s)
• Mapping support for remaining channels
• Provide guidance & implementation on PIM data model
• Project management
• Data migration and transformation for any required datasets

Global Terms & Conditions | Professional Services

• The Project Success Assistance (“PSA”) service is a fixed-fee service that includes the deliverables described above. It also includes ongoing professional service days dedicated to ad-hoc written or oral communication per PIM PSA types (See table above).
• If additional ad-hoc assistance is required outside of these agreed terms, Customer must purchase professional services on a time & materials basis. Akeneo sells ad-hoc assistance in days based on the current daily rate for your region.
• If the Customer chooses to purchase ad-hoc consulting from the professional services team, this time will be billed on a time & materials basis. The hours will be billed by either the half day or day, unless otherwise specified, and the agreed upon time from the quote is used for budgeting purposes. The end date for these hours is 12 months after the Agreement Effective date unless otherwise specified.
• If the Customer does not have a Partner to assist with implementation, the services engagement will be based on time & materials and agreed upon separately with a written statement of work.
• If the scope changes - impacting your services Packages definition (with Partner versus T&M, or a change in package), additional fees will be incurred.

Professional Services Validity

• The PIM PSA is active for up to 12 months after the Agreement Effective Date or delivery of the Health Checks, whichever occurs first. After 12 months have passed, Akeneo is not responsible for any remaining deliverables.
• The connector PSAs are active for 12 months.  After 12 months have passed, Akeneo is no longer responsible for any remaining deliverables.
• The Activation PSA is active for 12 months after the Activation Agreement Effective Date or delivery of training for the initial channel, whichever comes first. After 12 months have passed, Akeneo is no longer responsible for any remaining deliverables.
• The SDM PSA is active for up to 5 months after the SDM Kick-off or Healthcheck, whichever comes first. After 5 months have passed, Akeneo is no longer responsible for any remaining deliverables.
• PXM Packages are valid for up to 12 months after Agreement Effective date, or until all deliverables have been provided, whichever occurs first
• Ad-hoc PS days of consulting are valid for up to 12 months after Agreement effective date or until the budgeted hours have been consumed, whichever occurs first
  • ​​Ad Hoc PS Days are an estimated number of days and amount; the customer will be billed in arrears for the actual hours spent on a monthly basis.
• In the event that the Customer would like to postpone an Akeneo meeting under short notice (within 48 hours of the meeting), the meeting will still count towards the ongoing assistance time and may be rescheduled to a later date provided it falls within the 12-month validity period.

Travel policies and expectations

Travel is a separate expense outside of professional services fees; travel will be billed to the Customer. This includes transportation (plane, train, Uber, etc.), hotel and daily meals (breakfast, lunch and dinner).

Exhibit C

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 the Customer:

• Strategic Customer Success Manager (“Strategic CSM”) -  is an experienced senior CSM who supports Customer’s growth with Akeneo. Senior CSMs will work with the Customer to understand and set objectives, and to build a plan with the Customer in support of those objectives. Strategic CSMs have experience working with larger organizations with more complex ecosystems. They will conduct business reviews with the Customer up to four (4) times per year, based on the 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 the 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 the Customer, and will provide functional and technical expertise to the 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.