This Akeneo Subscription Agreement (“Agreement”) is entered into by and between the applicable AKENEO company defined below and listed in the applicable Purchase Order and the Customer (“Customer”, ‘you”, “your”) identified in the corresponding Purchase Order referencing this Agreement (on behalf of itself and its Affiliates and Users for whom Customer will be responsible hereunder).

By signing a Purchase Order with AKENEO (“Akeneo”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement.

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.

“Affiliates” 
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 Purchase Order 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 a Purchase Order.

“Akeneo Content” 
means all content that Akeneo provides to Customer in connection with the Customer’s use of the Services.

“Akeneo Services” 
means the Subscription Service and any Professional Services if applicable, ordered by Customer under a Purchase Order. The Subscription Service includes Maintenance and Support as per the Akeneo’s SLA (“Service Level Agreement”) provided by Akeneo as defined in Exhibit A.

“Channel” 
means an optional segmentation of products in the Subscription Service where the products can contain unique attribute values and unique mandatory fields. Most often Channels are used to manage product data for a specific destination.

“Customer” 
means the client entity that will purchase the Akeneo Services through a Purchase Order and who agrees with all the terms and conditions of this Agreement.

“Customer Content” or “Customer Data” 
means all Data or Content (such as text, images, materials, photos, audio, video, and all other forms of data or communication, …) made available by the Customer or its Authorized Users to Akeneo or otherwise provided by Customer or its Authorized Users in connection with the provision of the Services.

“Documentation” 
means the 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/

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

“Intellectual Property Rights” 
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 on Exhibit A attached hereto.

“Onboarder” means a platform which will help the Customer to collect more easily and more quickly product data coming from Customer's Suppliers and to review the information they filled in. It is composed of 3 modules:

• the PIM
• the Retailer Onboarder
• the Supplier Onboarder

“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 provide Level 1 support of the Subscription Service.

“Platform” 
means the virtual machines and supporting infrastructure supplied by Akeneo to host the Subscription Service. Customer must log into the Platform to use the Software as described in the Documentation.

“Purchase Order” or “Order Form” or “Quote” or “Estimate” 
means a document issued by AKENEO and signed by the Customer or otherwise agreed to by the Customer (including Affiliates of either party that enter into a Purchase Order), that refers to this Agreement, which describes Akeneo Services the Customer is purchasing, including the fees associated therewith, the quantities purchased, and any other details specifically related to those Akeneo Services and any other transaction-specific terms and conditions.

“Professional Services” 
means Project Success Assistance (“PSA”), training, consulting and/or custom services (upon Statement of Work) to be provided by Akeneo.

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

“SKU” means an industry standard definition referring to one product. It refers to the Stock Keeping Unit. 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 Akeneo for the purpose of ensuring a consistent product experience across every product that the Akeneo customer is managing.

“Statement of Work” or “SoW” 
means a document entered into by and between Akeneo and Customer (including Affiliates of either party that enter into a Statement of Work) that refers to this Agreement and describes the activities and deliverables for any Professional Services.

“Subscription Service” or “Service” 
means Akeneo’s proprietary subscription-based software solutions set forth and described on the applicable Purchase Order.

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

“Supplier” 
means a Third-Party related to the Customer whom Customer specifically grants access to the Onboarder Product.

“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 service sold by Akeneo as identified in an applicable Purchase Order.

“User” or “Authorized User” 
means a named individual that is a Customer’s or an Affiliate’s employee, representative, consultant, contractor, 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). Number of Users are limited and defined for each Subscription Service in the applicable Purchase Order.

“Work Product” 
means any deliverables, content, reports, analyses, applications or documentation developed by Akeneo on behalf of Customer pursuant to a SoW and delivered to the Customer in the performance of any Professional Services.

2. Akeneo's product & services

2.1. Services

In general, and according to the industry standards, Akeneo will use its best efforts to take all actions and to do all things necessary, to comply with all of the terms of this Agreement. The liability of Akeneo can therefore be sought only upon demonstration of a fault exclusively attributable to Akeneo. Akeneo shall provide the Customer with the specific Akeneo Services specified on a Purchase Order. All Professional Services are only available for a maximum period of twelve (12) months starting on the Effective Date of the applicable Purchase Order. Any unused Professional Services after 12 months, will be automatically invoiced to the Customer and shall be due as per the payment terms agreed by the Parties.

2.2. Right to use

Subject to the terms and conditions of this Agreement and to the limitations set forth in the Purchase Order(s), and in consideration for the payment of fees set forth on the applicable Purchase Order, Akeneo hereby grants to the Customer, solely 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 Service solely for the Customer’s internal business purposes. This right is restricted to use by Customer and its Users and does not include the right to use the Subscription Service on behalf of any third party, unless approved in writing by Akeneo. The Customer agrees: (a) that only authorized Users are permitted to use the 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 Service and the Documentation from unauthorized use and/or access.

2.3. Access; Usage Limits

The Customer acknowledges that access and use of the Subscription Service is granted to the Customer for use up to the number of Channels, Users, applicable environments, the amount of applicable storage, or other metrics purchased by the Customer and set forth and described on the applicable Purchase Order (the “Volume Limitations”). For the avoidance of doubt, the Onboarder Product will have a dedicated and specific limited number of Suppliers’ users licenses defined in an applicable Purchase Order. In the event that the Subscription Service is used in excess of the Volume Limitations then the Customer shall be obligated to promptly notify and pay Akeneo for the number of applicable Users, Channels, applicable environments, storage or other metrics used in excess of such Volume Limitations at Akeneo then current rates. The Customer may also add licenses for additional Users, Channels, production environments, storage, etc. by executing a new Purchase Order at any time.

2.4. Future Features and Functionality

Akeneo may release Improvements and other features and functionality at its discretion. Some features and functionality may be available only with certain versions or editions of the Subscription Service, subject to additional fees, or subject to additional terms and conditions. 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.

2.5. Third-Party Products

Customer may elect, at its discretion, to purchase Third-Party Products for use with the Subscription Service from Akeneo. Customer acknowledges that such Third-Party Products are provided by Akeneo as a “pass through” to Customer, and such Third-Party Products are covered by a warranty offered by the Third-Party software vendor, not by Akeneo. Any such Third-Party Products shall be identified as such on the Purchase Order 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 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.

3. Customer responsibilities

3.1 Customer and its Users shall use the Akeneo Services reasonably in accordance with this Agreement or any Documentation, all applicable laws and in accordance with any reasonable policies established by Akeneo from time to time with respect to all of its customers generally (provided that in the event of a conflict between the provisions of this Agreement and such policies, the provisions of this Agreement shall control). If Customer or any of its Users do not comply with the terms and conditions in this Agreement or any applicable laws, Akeneo may, at its sole discretion, temporarily suspend or restrict Customer’s access to the Service without prior notice. Thereafter, Akeneo will then notify Customer according to applicable laws and regulations, and, where applicable, will work with Customer in good faith to resolve the issue.

3.2 Customer is responsible for the completeness, security, confidentiality and accuracy of the information Customer provides to Akeneo. Customer will promptly notify Akeneo of any unauthorized access to or use of its log-in credentials or account. Customer is also responsible for procuring and maintaining the network connections that connect the Customer to the Subscription Service.

3.3 Without Akeneo’s express prior written consent in each instance, Customer must not (and must not allow any third-party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Service or access the Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Service. Unless otherwise agreed between the Parties in an applicable document, Customer must not copy, license, sublicense, sell, transfer, make available, lease, time-share, distribute, or assign the Service or its right to use the Service to any Third-Party. Neither Customer nor its Users shall use the Service to: (a) send, store, upload or otherwise transmit any Customer Content that is infringing, unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) 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; (c) 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; (d) interfere with or disrupt the Service or networks connected to the Service; or (e) violate any applicable law or regulation. Customer is responsible, at its sole cost and expense, to set-up and configure the Subscription Service for its use, for data export and to develop any connectors and adaptations that Customer may desire to use with the Subscription Service unless separately purchased from Akeneo.

3.4 For the avoidance of doubt, Customer has exclusive control and responsibility for determining what Customer Data it submits to the Service and for obtaining all necessary consents and permissions for submission of Customer Data. Customer is further responsible for the accuracy, quality, and legality of all Customer Data, and for the acts and omissions of Authorized Users in connection with this Agreement. Customer will use reasonable measures to prevent and will promptly notify Akeneo of any known or suspected unauthorized use of Authorized User access credentials.

4. IPR and Ownership

4.1. Intellectual Property Rights

Each Party retains exclusive ownership of all patents, trademarks, 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"). As a consequence, no provision of the Agreement may be interpreted as explicitly or implicitly granting the transfer of ownership of any intellectual, industrial property rights or any other right whatsoever from one Party to the other without written agreement for said transfer.

Each Party shall furthermore remain the owner of all the documentation and information provided to the other Party and vice versa. Such communication of said information may under no circumstances and in no way be deemed as granting the receiving Party any usage right whatsoever or any license whatsoever over the intellectual property rights relating to the aforesaid information, except as otherwise expressly set forth in this Agreement. Customer shall not, as a result of any configuration or customization project, modification, alteration, enhancement or derivation, obtain any ownership to Akeneo’s technology or any intellectual property rights therein. All rights not expressly granted under this Agreement are reserved by Akeneo.

Customer shall not register in Akeneo’s own name 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.

Reproduction in whole or in part of any Akeneo provided software program, its compilations, its translations are the exclusive property of Akeneo.

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. Upon termination of the Subscription Service, Akeneo shall make such Customer Content available to the Customer in a mutually agreed upon format.

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. Akeneo shall have the right to collect, use and distribute aggregated information, analysis, statistics, related benchmarking algorithms and other data generated by the Subscription Service (or derived from the Customer’s use of the Subscription Service) provided, however, that Akeneo shall not disclose any such data unless such data is in an aggregated anonymized form that would not permit a third party to identify the data as associated with the Customer or any of its Users. 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.

4.3. Customer Content

Customer is solely responsible for its Content. Customer acknowledges and agrees that Akeneo will not be liable to Customer or any third-party for any Customer Content, and Akeneo makes no warranty that any Customer Content obtained or displayed through the Services is accurate or complete.

4.4. Third-Party Content

Akeneo is not responsible for any Content provided by others including from Third-Party. Customer and any of its Authorized Users who access the Services may use, access, download, or process 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 Content provided by another party.

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 provider is an agreement between Customer and the Third-Party Product provider. If Customer accesses or enables a Third-Party Product, Customer grants the Third-Party Product provider permission to access or otherwise process Customer data as required for the operation of the Third-Party Products. Akeneo will not be liable for any disclosure, use, changes to, or deletion of Customer Data or for losses or damages Customer may suffer from access to Customer Data by the Third-Party Product provider. Akeneo makes no representation and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence, agreements or transactions with, any Third-Party Product provider.

4.5. Partner Services

If Customer has to choose a Partner, it is at Customer’s sole decision. Customer expressly agrees to sign a dedicated agreement with such Partner without Akeneo being liable nor involved in this relationship, and Customer agrees to be bound by Partner’s terms and conditions applicable to such Services.

4.6. Work Product

The parties agree that unless otherwise expressly set forth in a Purchase Order, any and all Work Product developed for the Customer in connection with any Professional Services are and shall be deemed works made for hire for the Customer under the meaning of the copyright laws of the United States and any foreign jurisdiction recognizing such right of authorship. To the extent any such Work Product is not considered a work made for hire, Akeneo hereby assigns to the Customer all intellectual property rights and interests in the Work Product including but not limited to any copyrights therein, subject to Akeneo’s retention of all right, title, and interest (including any and all intellectual property rights) it has in and to all AKENEO MATERIALS (“Akeneo Materials”). To the extent that Akeneo incorporates any Akeneo Materials into any of the Work Product and subject to the Customer’s payment of all applicable fees, Akeneo hereby grants to the Customer a perpetual, irrevocable, royalty-free, non-exclusive, license to use such Akeneo Materials solely as necessary for and specifically in conjunction with the Customer's use of the Work Product (but not separate therefrom). For purposes of this Agreement, “Akeneo Materials” means all information, methodologies, data, ideas, concepts, materials, templates, know-how, techniques, documentation, software and development tools that Akeneo possesses prior to the commencement of the Services or which it develops independently of any activities governed by this Agreement, and any derivatives, modifications or enhancements made to any such property while performing the Services.

4.7. 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 Purchase Order, Documentation and/or in the Service (“Open Source Notices”).

5. Invoicing and payment

5.1 Fees

The following terms apply to any purchase made by signing a Purchase Order. Customer will pay all fees and all incurred expenses as and when described in the applicable Purchase Order(s) (the “Fees”).

5.2. Invoicing

Akeneo will invoice the Customer for the Fees in the currency set forth on the applicable Purchase Order. Unless otherwise set forth on the applicable Purchase Order, all undisputed invoices are payable within thirty (30) days of the invoice date. Any disputed amounts will not affect payment of non-disputed amounts. Customer will make payments to the Akeneo entity and address set forth in the invoice. In addition to paying the applicable Fees, Customer shall also pay all reasonable travel and out-of-pocket expenses incurred by Akeneo in connection with any Services rendered provided that Customer has pre-approved of such travel and expenses in writing in advance.

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) added with 5% from the date such payment was due until the date paid. In addition, upon thirty (30) days’ written notice to Customer provided after the due date of any undisputed amount, Akeneo may suspend Customer’s access to the Akeneo Services if Akeneo has not received the amounts invoiced in full.

5.4. Taxes

Fees are exclusive of taxes. Customer is responsible for the payment of all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the sale or license of goods or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, customs duties, assessments, and withholding and similar taxes arising from or relating to the Akeneo Services rendered hereunder, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority, including federal, state, provincial, municipal, and foreign governmental authorities (collectively “Taxes”). If Akeneo has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section “Taxes”, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Akeneo with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement will be made free and clear of and without deduction or withholding for any Taxes. If withholding taxes are imposed on any payment made by Customer to Akeneo under this Agreement, Customer shall (i) deduct such taxes from the payment made to Akeneo, (ii) timely pay the taxes to the proper taxing authority, (iii) send proof of payment to Akeneo and certify receipt of such payment by the taxing authority within thirty (30) days following receipt of such certification from the taxing authority and (iv) increase the amount payable to Akeneo so that Akeneo receives the full amount it would have received had no such taxes been withheld (including additional amounts withheld on amounts payable pursuant to this Section “Taxes”). Customer (and/or its successors, assigns or affiliates) shall be responsible for all additions to tax, interest and penalty charges imposed with respect to any failure to timely withhold and/or remit any required withholding tax.

6. Term; Termination

6.1. Term

Unless otherwise set forth in the applicable Purchase Order, such Purchase Order will have an Initial Term of three (3) years starting on the first day of the Initial Term set forth in the applicable Purchase Order (“Effective Date” or “Start Date”). Prior to the end of the Initial Term, Parties agree to enter into renewal negotiations one hundred and twenty (120) days from the anniversary date. If the Parties fail to enter into a renewal agreement, the Agreement will automatically expire unless explicitly extended by an instrument in writing signed by both Parties.

6.2. Termination

Notwithstanding the foregoing, either Party may terminate this Agreement or any Purchase Order (i) immediately in the event of a material breach of this Agreement or any such Purchase Order 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 a Purchase Order shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Purchase Orders.

6.3. Effect of Termination

Upon any termination or expiration of this Agreement or any applicable Purchase Order, Akeneo shall no longer provide the applicable Akeneo Services to the Customer and the Customer shall promptly cease and cause its Users to promptly cease using the Akeneo Services. Customer shall pay Akeneo for all Fees that had accrued prior to the termination date. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. If the Purchase Order 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 Purchase Order for the entire unexpired terminated portion of the term of such Purchase Order. If the Purchase Order 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 Purchase Order 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 Data at anytime during and before the end of the Agreement. In the event the Customer was not able to recover its Data, Customer may request Akeneo to return Customer's Data 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 term of any Purchase Order 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, 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 error free. Akeneo makes no warranty regarding features or services provided by third parties, including any Third-Party Products. 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 Purchase Order 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 SOW (or upon Akeneo’s sole specifications without any SOW) or a Purchase Order 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 AKENEO SERVICES “AS IS” AND DOES NOT REPRESENT THAT THE AKENEO SERVICES WILL BE ERROR-FREE OR THAT THE AKENEO SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS 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 AKENEO SERVICES ARE ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

8. Indemnification

8.1. Akeneo Indemnification

Subject to Section “Indemnification Procedure” below, Akeneo will defend Customer, its Affiliates and their respective officers, directors, employees and agents (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 Akeneo Services infringe or misappropriate 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 to be brought, Akeneo will, at its option and expense (A) obtain the right for Customer to continue using the Akeneo Services; (B) replace or modify the affected Akeneo Services so that they become non-infringing; or (C) upon notice to Customer, terminate this Agreement or Customer's use of the affected Akeneo Services, 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 Akeneo Services. 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) any part of the Akeneo Services made in whole or in part in accordance to Customer specifications, (iii) any modifications made 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 Akeneo Services is not strictly in accordance with this Agreement or any Documentation.

8.2. Customer Indemnification

Subject to Section “Indemnification Procedure” below, Customer will defend, indemnify and hold harmless Akeneo, its Affiliates and its respective officers, directors, employees and agents (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 has caused harm to a third party, (ii) arising out of or attributable to Customer’s breach of this Agreement, or (iii) arising out of or attributable to Customer’s misuse of the Subscription Services (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. Exclusion of liability

Except as set forth in Section “Exceptions” below, to the maximum extent permitted by law, in no event will either Party, its directors, employees, agents, or licensors be liable for any loss of actual or anticipated income, loss of actual or anticipated profits, loss of goodwill or data, loss of contract, indirect, incidental, consequential, punitive, special, or exemplary damages 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 Akeneo Services or any other aspect of this Agreement. This exclusion will apply 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.

9.2. Limitation of liability

Except as set forth in Section “Exceptions” below, the maximum liability of each party in connection with this Agreement shall be limited to and 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.

9.3. Exceptions

Nothing in this Agreement is intended to exclude or restrict or will be construed as excluding or restricting the liability of either party for (a) any violation by the customer of Akeneo’s intellectual property rights in and to the Subscription Service; or (b) any liability that cannot be limited or excluded by applicable law.

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.

Customer’s exclusive remedies for any interruption or cessation of access or transmission to or from the Subscription Service are set forth in Akeneo’s service level agreement.

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 of a 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 Purchase Order shall be deemed Confidential Information. Each party shall use reasonable care to hold the other party’s 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. A 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 an 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.

10.4. SPII

Notwithstanding anything to the contrary herein, neither Customer nor its Users shall upload into the Subscription Service or provide to Akeneo any sensitive personally identifiable information ("SPII") including (i) financial information such as credit or debit card numbers, and unique identifiers such as passport or Social Security numbers, and/or (ii) any biometric or protected health information (PHI) as defined by the Health Information Technology for Economic and Clinical Health Act. To the extent that the Customer or any of its Users uploads any such SPII into the Subscription Service then the Customer (and not Akeneo) shall be solely responsible for all liability or obligations with respect to such SPII under any and all circumstances including but not limited to any data breach.

10.5. Personal Information

Customer shall not download, import or use Akeneo Service to store any Personal Data. Akeneo will not process nor collect any Personal Data from the Customer. With respect to Personal Data and Customer’s and any other Third-Party Content, it is Customer’s own responsibility to strictly comply with the applicable regulations regarding General Data Protection Regulation (“GDPR”) into the concerned region. In such Customer shall hold Akeneo harmless against any and all proceedings, complaint, claim or objection against Akeneo (under this Agreement) made by any person or any competent authority invoking an infringement of Personal Data.

Regarding the business email, it is Customer’s own responsibility to pseudonimize its Users’ email if needed but otherwise Akeneo will not use this Data except to provide Akeneo Services, or to prevent or address service or technical problems, in accordance with this Agreement or as instructed by Customer.

11. Insurance

Both Parties shall maintain in full force and effect during the term of any Purchase Order the required insurances to comply with laws and regulations in amounts required by applicable laws. As evidence of insurance coverage, upon request from a Party to the other Party, such Party shall deliver certificates of insurance issued by its insurance carrier showing such policies in force during the term of this Agreement.

12. General

12.1. Entire Agreement

Akeneo will do its reasonable efforts in providing the Subscription Services under this 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. Only a written instrument that refers to this Agreement or the applicable Purchase Order and that are duly signed by the authorized representatives of both Parties may amend this Agreement or such Purchase Order 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 Purchase Orders entered into after such New Agreement goes into effect and will not apply to any existing Purchase Orders (which will continue to be governed by the Agreement in effect on the date such Purchase Order was first entered into). Former versions area available upon request at legal@akeneo.com. 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.

Customer agrees to use the license within a fair usage and undertakes to comply with all usage limitations set forth in the applicable Documentation.

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

12.3. Compliance with applicable laws and Export Control

Each party agrees to comply fully with all relevant export laws and regulations of each country where the Products might be delivered ("Export Laws") to assure that neither the Software 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.

For Customer’s entity binding with Akeneo in Europe, Akeneo irrevocably undertakes that the Data will be hosted in France or on the European Union territory.

12.4. 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 exclusive jurisdiction of 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.

12.5. Compliance with Laws

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

12.6. Disputes

Any disputes between the Parties arising out of this Agreement shall be resolved as follows: Members of the senior management of both Parties shall meet to attempt to resolve such disputes. If a dispute cannot be resolved within fifteen (15) days, either Party may make a written demand for mediation. Within fifteen (15) days after such written notification, the Parties shall meet for one day with a mutually agreed upon impartial mediator at a mutually agreed upon location. The costs and expenses of the mediator shall be shared equally by the Parties. 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 hereinabove mentioned in article 12.4. 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.

12.7. 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.

12.8. 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.

12.9. 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”).

12.10. Notices

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth on the applicable Purchase Order. Either Party may change its address by giving written notice of such change to the other Party.

12.11. 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.

12.12. Audit

Akeneo may, from time to time, verify that Customer’s use of the Subscription Service is within the applicable usage limits, and Customer shall promptly and accurately certify and/or provide evidence of Customer’s compliance with the applicable usage limits as may be requested by Akeneo. In strict compliance with the Confidentiality clause, Customer hereby authorizes Akeneo to access the Data in the Subscription Service at any time for the purposes of verifications, tests, continuous improvement or resolution of anomalies, control of use.

12.13. Marketing

Customer hereby authorizes Akeneo to use Customer’s name and logo for its marketing efforts, provided that such reference is consistent with Customer’s generally applicable branding guidelines, and that Akeneo will cease making such references after receiving written notice from Customer to do so.

12.14. Publicity

Akeneo may issue a press release to announce the supply of services to Customer within thirty (30) days of the Effective Date of the Purchase Order, and the press release shall be subject to the Customer’s consent, which shall not be unreasonably withheld.

12.15. Case Study

Customer will assist Akeneo with the creation of a case study regarding the supply of services within six (6) months of the implementation of the Subscription Service and agrees to provide information that will help prospective Akeneo customers to understand the value of the Akeneo offering.

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 Purchase Order or Exhibit or 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. Any conflict between the terms and conditions set forth in this Agreement and any Purchase Order shall be resolved in favor of this Agreement. 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. SaaS - PaaS Environment

Unless otherwise set forth in the Purchase Order, the Subscription Service is made available to Customer in a Software-as-a-Service environment (“SaaS”). However, in the event that the Purchase Order expressly states that the Subscription Service will be made available to Customer in a “Platform-As-A-Service” or “PAAS” environment then the additional terms and conditions set forth on Exhibit B shall also apply.

Exhibit A - Service Level Agreement and Maintenance and Support

Service Level Agreement

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) Inoperability due to any scheduled Maintenance and Support Services (occurring during a Scheduled Maintenance Period); 
b) Problems caused by Customer’s or its Users’ telecommunications or Internet services; 
c) Problems due to a Force Majeure Events; 
d) Problems caused by Customer Content or Third Party Products; 
e) Problems due to acts or omissions of Customer, its agents, employees or contractors; or 
f) Any interruption of one (1) minute or less in the availability of the Akeneo Subscription Service;

Scheduled Maintenance Period 
means the period of time elapsed during any scheduled Maintenance and Support Services performed by Akeneo on the Subscription Service. Akeneo will use commercially reasonable efforts to schedule Maintenance and Support Services during hours of Wednesday 17h00 (5 pm) CE(S)T and Thursday 10h00 (10 am) CE(S)T. The Customer can subscribe to the Akeneo Scheduled Maintenance notifications via email. The Customer is responsible for ensuring the employed email address is current and fully functional. Any change to Customer’s email address for notification purposes will require a new notification's subscription.

UPTIME

Akeneo will use best efforts to ensure that the Percentage Uptime in any calendar month is at least 99.5%. In the event Akeneo fails to achieve Percentage Uptime of at least 99.5% two (2) calendar months in a row then Customer shall have the right, as its sole and exclusive remedy for any such failure, to terminate the Agreement.

Backup and Security

Akeneo will perform periodically 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’s hosting provider are described at the following address: https://cloud.google.com/security/.

Maintenance and Support

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 any request for advice as part of Maintenance and Support.

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.

DEFINITIONS

Administrator 
means the person appointed by the Customer to become Akeneo’s point of contact and to access the Maintenance Platform.

Error 
means any reproducible and repeated failure of the Subscription Service to perform in accordance with the Documentation, which prevents it from using essential functionality normally, as reported to Akeneo on the Support Interface.

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

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 Errors submitted by the Administrator; 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 Excludes

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;
• Issues due to Customer using the Subscription Service other than in accordance with the Documentation or the Agreement;
• Training;
• Customization, integration and any issues 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 an issue);
• 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.

ERROR SUBMISSION AND RESOLUTION

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

Submitting Errors

• Who May Submit Errors 
  Only Administrators are authorized to submit Errors.
• How to Submit Errors 
  All incidents are to be submitted through the Maintenance Portal.
• How to Report an Error 
  In order to log and track the resolution of Errors, Akeneo expects that Customer will make every attempt possible to:
  • Provide information necessary to help Akeneo track, prioritize, reproduce, or investigate the Error, such as: Customer name and organization.
  • Provide a full description of the issue and expected results.
  • List steps to reproduce the issue and relevant data.
  • Provide exact wording of all issue-related error messages.

Support Response and Error Resolution

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

• Use commercially reasonable efforts to confirm receipt of the reported Error within the response time as listed below.
• use commercially reasonable efforts to respond to the Error within the time specified below.
• Analyze the Error and, as applicable, verify the existence of the problem(s) resulting in the Error, which may include requesting that Customer provide additional information.
• Use commercially reasonable efforts to resolve the Error in accordance with the target response times
• Upon request of Customer, discuss Severity Level and ongoing communication time frame.

Severity Levels and Response times 
Customer will initially prioritize Errors 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 US and France public holidays.

• Resolution and Closure of Errors 
  Errors shall be closed in the following manner:
  • For solvable issues, depending on the nature of the issue, the resolution may take the form of an explanation, recommendation, usage instructions, workaround instructions.
  • For issues outside of scope of Maintenance and Support, Akeneo may also close issues by identifying the Error 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 Issues, Akeneo may close a case if the Administrator has not responded to two (2) attempts or more made by Akeneo to collect additional information required to solve the case.
  • For non-blocker issues requiring a patch/code implementation, the resolution will be considered within the CE(S)T working hours.

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 - Additional Terms Relating to PaaS Edition

In the event that the Purchase Order expressly states that the Subscription Service will be made available to Customer in a “Platform-As-A-Service” or “PAAS” or “PaaS” environment then the following additional terms and conditions shall apply:

1. Notwithstanding anything to the contrary in the Agreement, the PAAS environment allows Customer to access the Subscription Service’s source code form and to modify such source code solely for their permitted used of the Subscription Service.
2. Akeneo only maintains and supports a PAAS environment for a period of eighteen (18) months from the release date. Thereafter, Customer will be required to migrate to a new version of the Subscription Service at Customer’s sole cost and expense.
3. Generally, Maintenance Releases are automatically performed and loaded in connection with the Subscription Service. For PaaS Environments, however, Maintenance Releases will not include any code corrections, patches, and updates to any modifications made by Customer. Any such Maintenance Releases will need to be installed by the Customer.
4.  To be added here

Storage for PaaS

For PaaS solution, Akeneo undertakes to inform and to alert the Customer, by any means, as soon as the storage capacity of the Platform reaches 70%. At the same time of this alert, Akeneo will send a quote to the Customer in order to increase its storage capacity.

Within the next 48 hours upon receiving the alert and the quote, the Customer must then inform Akeneo of its choice to increase the storage capacity and thus return the quote accepted and signed for Purchase of additional storage whose financial conditions will be defined in the quote communicated by Akeneo to the Customer, so that the Platform can continue to operate normally.

Failing to reply, the Customer is fully aware that overloading (the saturation of) its storage capacity may cause, at any time, one or more malfunction(s) up to a complete shutdown of its instance (PIM) without Akeneo being held liable for such unavailability or disturbance.

Therefore, the Customer:

• Will be held responsible for any failure of the Platform and cannot transfer such responsibility to Akeneo; and
• Will have to pay a flat-rate compensation fee in the amount of 2,000 € excl. Tax (two thousand euros excluding taxes), on top of the additional storage charge required, for each intervention by Akeneo team in order to restart the Platform.

Exhibit C - Conditions for a Project Success Assistance Service

The Project Success Assistance ("PSA") is an expert consulting service provided to the integrator and the Customer in the design and launch phase of the project. The PSA is closed when the final deliverables below are delivered. The PSA is limited to the first twelve (12) months of the agreement. It is mainly or exclusively realized remotely. Cost of travel to be arranged separately. The focus is on the following areas, addressed through one or more workshops in collaboration with the integrator:

1. catalog modeling - making sure the catalog is properly modeled to best cater for the needs of various channels and departments in the Customer’s side. Also, its objective is to assure the best performance of the PIM.
2. business processes definition - mapping and defining in the PIM the import/enrichment/export processes as well as users and systems involved in order to create the right access to all systems and users in order for them to optimally perform their tasks.

Deliverables - during the PSA, Akeneo will deliver:

1. a document called GPS, Guide to Project Success, to summarize the decisions about the topics above, and
2. before the go live, on Customer request, Akeneo will perform a quick review of the implemented Akeneo PIM and deliver a document called the Health Check to confirm that the PIM is properly set up to perform its tasks optimally.

Assumptions:

1. Customer and/or Integrator will perform all project management
2. Customer and/or Integrator will perform all configuration, customization, implementation, and integrations work
3. End-user training is not included in the above scope of work

In the event of a request by the Customer to postpone an Akeneo Professional Service session (e.g. PSA workshop or any other Akeneo Service offer session):

• When postponement is requested at least seven (7) calendar days before the session: postponement may be allowed to a later date within the limit of twelve (12) months from the starting date (as defined hereinabove) at the Customer's choice and no compensation will be due by the Customer;
• When postponement is requested less than seven (7) calendar days before the session: Akeneo may charge a flat rate of 1 500 € (excl. VAT) per day planned that the Customer requests to postpone on top of the Services charged or to be charged accordingly to the applicable Purchase Order.

For the avoidance of doubt, Akeneo Services are available for a 12-month period from the starting date (unless otherwise defined in the applicable Purchase Order) and cannot be carried over. Postponement must be done within this 12-month period.