OKTA, INC.
MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (this “Agreement”) is entered into between Okta Inc. (“Okta”) and your organization(“Customer”) as of the Effective Date (as defined below). The individual accepting this Agreement on behalf of Customer
represents that they have the authority to bind Customer to this Agreement. If the individual does not have such authority,
or if the individual does not agree with the terms and conditions of this Agreement, such individual must not accept thisAgreement and may not use the Service and/or any Free Trial.
1.

Service and Professional Services.

1.1.
Okta’s Obligations. Okta shall make the Service available to Customer pursuant to this Agreement and theapplicable Order Form during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, nontransferable (except as expressly permitted in Section 12.1) right during the Term to allow its Users to access and use theService in accordance with the Documentation, solely for Customer’s business purposes. Customer agrees that its purchaseof the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features nor
dependent upon any oral or written public comments made by Okta with respect to future functionality or features. Okta willcomply with all Laws applicable to its provision of the Service. Okta shall use commercially reasonable efforts to make theService available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused
by a Force Majeure event).
1.2.

Customer’s Obligations.

a)Customer is responsible for all activities conducted under its and its Users’ logins to the Service. Customer shalluse the Service in compliance with this Agreement, the applicable Order Forms, Documentation, and all applicable Laws
and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or
any part thereof, or make it available to anyone other than its Users; (ii) except as otherwise set forth in an Order Form, sendor store in the Service any personal health information, credit card data, personal financial data or other sensitive data that
may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act,or the Payment Card Industry Data Security Standards; (iii) send or store infringing or unlawful material in connection with
the Service; (iv) send or store Malicious Code to the Service; (v) attempt to gain unauthorized access to, or disrupt the
integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create derivative works based on
the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or
copying its features or user interface; (viii) delete, alter, add to or fail to reproduce in and on the Service the name of O kta
and any copyright or other notices appearing in or on the Service or which may be required by Okta at any time.
b)
Any use of the Service in breach of this Agreement, Documentation or Order Forms by Customer or Users that in
Okta’s judgment threatens the security, integrity or availability of the Service may result in Okta’s immediate suspension ofCustomer’s access to the Service; however, Okta will use commercially reasonable efforts under the circumstances toprovide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.
1.3.
Professional Services. Customer and Okta may enter into Statements of Work that describe the specificProfessional Services to be performed by Okta. If applicable, while on Customer premises for Professional Services, Okta
personnel shall comply with reasonable Customer rules and regulations regarding safety and conduct made known to Oktain writing prior to such engagement and will, at Customer’s reasonable request, promptly remove from the project any Okta
personnel not following such rules and regulations.
1.4.
Customer Affiliates. Customer Affiliates may purchase and use the Service and Professional Services subject tothe terms of this Agreement by executing Order Forms or Statements of Work hereunder that incorporate by reference theterms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer tosuch Customer Affiliate for purposes of such Order Form(s) or Statement(s) of Work. A Customer Affiliate agrees to bebound by this Agreement and the applicable Order Forms or Statements of Work executed by Customer Affiliate.

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2.
Purchasing Through an Okta Partner. This Agreement specifies the terms and conditions under which Okta
products and services will be provisioned by Okta to Customer, whether purchased directly through Okta or indirectly
through a Partner. Purchases through a Partner will be placed through a separate agreement or ordering document between
Customer and an Okta Partner (the “Partner Sales Agreement”) which shall address, as between Customer and Partner, any
terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable
refunds), taxes, and renewals. The Partner Sales Agreement is between Customer and the Okta Partner and is not bindingon Okta, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Okta
Partner. In the event of any conflict between this Agreement and a Partner Sales Agreement, this Agreement shall govern as
between Okta and Customer. Customer understands and agrees that certain Okta products or services purchased through aPartner are subject to additional product specific terms available at https://www.okta.com/agreements (or its successor site)that may be applicable if purchased by Customer.
3.

Security and Support.

3.1.
Security. Okta shall maintain appropriate administrative, physical, and technical safeguards to protect the security
and integrity of the Service and the Customer Data as described in the applicable Okta Trust and Compliance Documentation.
Okta will conform with security protocols which are further described in Okta’s most recently completed Service
Organization Control 2 (SOC 2) audit reports or other similar independent third-party annual audit report (“Audit Report”).
Upon Customer’s request, Okta shall provide Customer with a copy of Okta’s then-current Audit Report. During the Term,
Okta shall not materially diminish the protections provided by the controls set forth in Okta’s then-current Audit Report.
Except with respect to a Free Trial, to the extent that Okta processes any Personal Data (as defined in the DPA) on
Customer’sbehalfintheprovisionoftheService,thedataprocessing
addendumathttps://www.okta.com/trustandcompliance ("DPA") as may be updated by Okta if required by applicable Law, which ishereby incorporated by reference, shall apply and the parties agree to comply with such terms. For purposes of the Standard
Contractual Clauses attached to the DPA, when and as applicable, Customer and its applicable Affiliates are each the data
exporter, and Customer's signing of or entering into this Agreement, and an applicable Affiliate's signing of or entering into
an Order Form, shall be treated as signing of the Standard Contractual Clauses and their Appendices.
3.2.
Support Services. During the applicable Term, Okta shall provide Support Services to Customer in accordancewith Okta’s then-current support policy, and as identified in the applicable Order Form. In the event that the level of support
is not identified in the Order Form, Customer shall receive a “basic” level of support that is included in the Service at no
additional cost. Any updates or modifications to the Support Services will not materially diminish Okta’s responsibilities
under the support policy during the applicable Term.
4.
Confidentiality. Each party agrees to protect the Confidential Information (as defined below) of the other party inthe same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but inno event using less than a reasonable standard of care. A party shall not disclose or use any Confidential Information of theother party for any purpose outside the scope of this Agreement, without the disclosing party’s prior written permission. A
party may disclose the other party’s Confidential Information to its employees, contractors, agents, and Affiliates that havesigned an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “needto know” in order to carry out the purpose of this Agreement. Confidential Information shall not include any informationthat (a) is or becomes generally known to the public, other than as a result of the act or omission of the receiving party; ( b)was rightfully known to a party prior to its disclosure by the other party without breach of any obligation owed to the otherparty; (c) is lawfully received from a third party without breach of any obligation owed to the other party; or (d) was
independently developed by a party without breach of any obligation owed to the other party. If a party is compelled by law
to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to theextent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.
Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there may be no adequate remedy at
law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching
party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive andother appropriate equitable relief in addition to any other remedies available to it. Confidential Information is and shallremain the property of the disclosing party.
5.

Ownership and Feedback.

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5.1.
Customer Data. As between Okta and Customer, Customer owns its Customer Data. Customer grants to Okta, its
Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data,
as reasonably necessary for Okta to provide the Service in accordance with this Agreement. Subject to the limited licenses
granted herein, Okta acquires no right, title or interest in any Customer Data. Customer shall be responsible for the accuracy,
quality and legality of Customer Data and the means by which Customer acquired Customer Data.
5.2.
Okta Ownership of the Service. Except for the rights expressly granted under this Agreement, Okta and its licensors
retain all right, title, and interest in and to the Service, Documentation and Professional Services, including all related
intellectual property rights inherent therein. If Customer purchases Professional Services, Okta grants to Customer aworldwide, non-exclusive, non-transferable (except as expressly permitted in Section 12.1), non-sublicensable right to use
the Professional Services solely for Customer’s use with the Service. No rights are granted to Customer hereunder otherthan as expressly set forth in this Agreement.
5.3.
Feedback. Okta shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license touse or incorporate into its products and services any Feedback. Okta shall have no obligation to use Feedback, and Customer
shall have no obligation to provide Feedback.
6.

Fees, Expenses, and Taxes.

6.1.
Fees. Customer agrees to pay Okta all fees set forth in the applicable Order Form (“Fees”) in accordance with thisAgreement and the Order Form. If not otherwise specified on an Order Form, all such Fees (except Fees subject to a goodfaith dispute) will be due within thirty (30) days of the invoice date. Except as otherwise specifically provided in thisAgreement, all Fees paid and payable to Okta hereunder are non-cancelable and non-refundable. If Customer fails to pay
any Fees due under this Agreement by the due date, in addition to any other rights or remedies it may have under thisAgreement or by matter of Law, (i) Okta reserves the right to suspend the Service upon thirty (30) days written notice, until
such amounts are paid in full, and (ii) Okta will have the right to charge interest at a rate equal to the lesser of one and onehalf percent (1.5%) per month or the maximum rate permitted by applicable Law until Customer pays all amounts due;
provided that Okta will not exercise its right to charge interest if the applicable charges are under reasonable and good faithdispute and Customer is cooperating diligently to resolve the issue.
6.2.
Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from Okta, Customer will
reimburse Okta for all pre-approved, reasonable expenses incurred by Okta while performing the Professional Services,
including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provisionof the Professional Services. Okta will include reasonably detailed documentation of all such expenses with each related
invoice.
6.3.
Taxes. Fees do not include and may not be reduced to account for any taxes including any local, state, federal orforeign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding
taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder(excluding taxes based on Okta’s net income or property), unless Customer provides Okta with a valid tax exemption
certificate authorized by the appropriate taxing authority.
7.

Warranties and Disclaimer.

7.1.

Warranties.

a)Service. Each party warrants that it has the authority to enter into this Agreement. Okta warrants that during theapplicable Term: (i) the Service shall perform materially in accordance with the applicable Documentation; (ii) Okta will
employ then-current, industry-standard measures to test the Service to detect and remediate Malicious Code designed tonegatively impact the operation or performance of the Service, and (iii) the overall functionality of the Service will not bematerially decreased as described in the applicable Documentation. Okta shall use commercially reasonable efforts to correct
the non-conforming Service at no additional charge to Customer, and in the event Okta fails to successfully correct theService within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall beentitled to terminate the applicable Order Form as to the non-conforming Service and receive an immediate pro rata refundof any prepaid, unused Fees for the non-conforming Service. The remedies set forth in this subsection will be Customer’ssole remedy and Okta’s entire liability for breach of these warranties unless the breach of warranties constitutes a material
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breach of this Agreement and Customer elects to terminate this Agreement in accordance with Section 11.2 entitled“Termination.” The warranties set forth in this subsection shall apply only if the applicable Service has been utilized inaccordance with the Documentation, this Agreement and applicable Law.
b)
Professional Services. Okta warrants that the Professional Services will be performed in a good and workmanlike
manner consistent with applicable industry standards. As Customer’s sole remedy and Okta’s entire liability for any breachof the foregoing warranty set forth in this Section 7.1(b), Okta will, at its sole option and expense, promptly re-perform thenon-conforming Professional Services or refund to Customer the fees paid for the non-conforming Professional Services;
provided that Customer notifies Okta no later than thirty (30) days after delivery of such Professional Services.
7.2.
Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH UNDER SECTION 7.1(A) AND (B),
OKTA AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES RELATING TO THE SERVICE,
PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOTRELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVERREGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED. OKTA MAKES NO
WARRANTY REGARDING ANY NON-OKTA APPLICATION WITH WHICH THE SERVICE MAY
INTEROPERATE.
8.

Limitation of Liability.

8.1.
Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY
TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEEDTHE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES TO OKTA OR TO AN OKTA PARTNER
HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12)-MONTH PERIOD
PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONSHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND CUSTOMER’S AFFILIATES’ PAYMENT OBLIGATIONSUNDER THE ‘FEES’ SECTION ABOVE AND WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
8.2.
Excluded Damages. IN NO EVENT WILL EITHER PARTY (OR OKTA’S THIRD PARTY LICENSORS) BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS
AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER THEORY FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF
DATA, COVER, LOST PROFITS OR REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENTPROHIBITED BY LAW.
9.

Indemnification.

9.1.
Okta Indemnification Obligation. Subject to Section 9.3, Okta will defend Customer from any and all Claims
brought against Customer alleging that the Service, as provided by Okta to Customer under this Agreement, infringes any
patent, copyright, or trademark or misappropriates any trade secret of any third party (each, an “Infringement Claim”). Okta
will indemnify Customer for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competentjurisdiction, or paid to a third party in accordance with a settlement agreement signed by Okta, in connection with an
Infringement Claim. In the event of any such Infringement Claim, Okta may, at its option: (i) obtain the right to permit
Customer to continue using the Service, (ii) modify or replace the relevant portion(s) of the Service with a non-infringing
alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate the applicable
Order Form as to the infringing Service and provide a pro rata refund of any prepaid, unused Fees for such infringing Service.
Notwithstanding the foregoing, Okta will have no liability for any Infringement Claim of any kind to the extent that it results
from: (1) modifications to the Service made by a party other than Okta, (2) the combination of the Service with otherproducts, processes or technologies (where the infringement would have been avoided but for such combination), or (3)Customer’s use of the Service other than in accordance with the Documentation or this Agreement. The indemnification
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obligations set forth in this Section 9.1 are Okta’s sole and exclusive obligations, and Customer’s sole and exclusive
remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind.
9.2.
Customer Indemnification Obligation. Subject to Section 9.3, Customer will defend Okta from any and all Claims
brought against Okta alleging a violation of a third party’s rights arising from Customer's provision or use of the Customer
Data. Customer will indemnify Okta for all damages, costs, reasonable attorneys’ fees finally awarded by a court ofcompetent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer, in connection
with such Claims.
9.3.
Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the otherparty ("Indemnitor") the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek
indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at theIndemnitor's sole expense, and (c) sole control over the defense and settlement of the Claim, provided that the Indem nitee
may participate in the defense of the Claim at its sole expense and any settlement by the Indemnitor does not include anadmission of liability by the Indemnitee.
10.
Customer Mention. Okta may, upon Customer’s prior written consent, use Customer’s name to identify Customer
as an Okta customer of the Service, including on Okta’s public website. Okta agrees that any such use shall be subject toOkta complying with any written guidelines that Customer may deliver to Okta regarding the use of its name and s hall not
be deemed Customer’s endorsement of the Service.
11.

Term, Termination, and Effect of Termination.

11.1.
Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all
Order Forms have expired or have otherwise been terminated. Subscription to the Service commence on the subscription
start date and are for the Term as set forth in the applicable Order Form. Except as otherwise specified in an Order Form,
subscriptions to the Service will automatically renew for additional terms equal to the expiring Term, unless and until either
party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
11.2.
Termination. Either party may terminate this Agreement by written notice to the other party (i) in the event theother party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii)
immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer
pursuant to this Section 11.2, Okta will refund Customer a pro-rata portion of any prepaid fees that cover the remainder of
the applicable Term after the effective date of termination and a pro-rata portion of any prepaid Professional Services feesthat cover Professional Services that have not been delivered as of the effective date of termination. For clarity, a breach or
termination of any Statement of Work shall not be considered a breach or termination of this Agreement or any Order Form.
11.3.
Effect of Termination. Upon expiration or termination of this Agreement for any reason, all rights and subscriptions
granted to Customer (including all Order Forms) will immediately terminate and Customer will cease using the Service(except as otherwise permitted in the “Retrieval of Customer Data” section of the ‘Trust and Compliance’ Documentation)
and Okta Confidential Information. Termination for any reason other than termination for cause by Customer pursuant to
Section 11.2(i) shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. The sections
titled “Definitions,” “Confidentiality,” “Ownership and Feedback,” “Fees, Expenses, and Taxes,” “Disclaimer,” “Limitationof Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any
termination or expiration of this Agreement.
12.

General

12.1.
Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by
Customer or Okta without the other party’s prior written consent, which shall not be unreasonably withheld or delayed, andany such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may
freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the otherparty, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of
its assets, provided that all fees owed and due have been paid (in the case of an assignment by Customer) and the assignee
agrees to be bound by all the terms of this Agreement.
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12.2.
Controlling Law, Attorneys’ Fees and Severability. This Agreement and any disputes arising out of or related
hereto shall be governed by the laws of the State of California, without giving effect to its conflicts of laws rules or theUnited Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to thisAgreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco,California. In any action to enforce this Agreement the prevailing party will be entitled to reasonable costs and attorneys’
fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competentjurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that thisAgreement shall otherwise remain in full force and effect and enforceable.
12.3.
Notices. All legal notices shall be in writing and effective upon: (i) personal delivery, (ii) one (1) business day after
deposit with a recognized overnight courier for U.S. deliveries (or three (3) business days for international deliveries), or(iii) the day of sending by email (except for notices of termination and indemnifiable Claims), if to Okta then to“legal@okta.com”, or if to Customer then to the email address on the applicable Order Form or the Service systemadministrator designated by Customer, with the words “Legal Notice” in the subject line. Billing-related notices to Customer
may be provided by email to the relevant billing contact designated by Customer.
12.4.
Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of
payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer
related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such
performance and liability to the extent of such prevention or restriction.
12.5.
Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing hereinshall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as join t
venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement.
12.6.
Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities
with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons
or entities, and Customer will not permit any User to access or use the Service in any manner that would cause any party toviolate any U.S. or international embargo, export control law, or prohibition.
12.7.
U.S. Federal Government End Use Provisions. The Service, including any software or technology provided
hereunder for ultimate federal government end use, or that are otherwise subject to the Federal Acquisition Regulations(FAR), are “Commercial Items” as defined in 48 C.F.R. 2.101 and are being provided as commercial computer software andcommercial computer software documentation subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212.
If such items are acquired by or on behalf of any agency within the Department of Defense ("DOD"), then they are subject
to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its
successors. This Section 12.7 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that
addresses government rights in computer software or technical data. If a government agency needs additional rights beyond
those customarily given by Okta to the public, Customer must negotiate with Okta a mutually acceptable written addendum
to this Agreement specifically granting those rights.
12.8.
Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback,payment, gift, or thing of value from any of Okta’s employees or agents in connection with this Agreement. Reasonablegifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learnsof any violation of the above restriction, Customer will use reasonable efforts to promptly notify Okta.
12.9.
Free Trials. If Customer uses a Free Trial, then the applicable provisions of this Agreement will govern that Free
Trial, and Okta will make such Free Trial available to Customer on a trial basis, free of charge, until the earlier of (a) the
end of the free trial period for which Customer agreed to use such Free Trial, (b) the start date of any Service subscription
purchased by Customer for such Service, or (c) termination of the Free Trial by Okta in its sole discretion. A free trial period
may be extended upon mutual agreement by Okta and Customer. Notwithstanding anything to the contrary in thisAgreement, a Free Trial is provided “AS IS.” OKTA MAKES NO REPRESENTATION OR WARRANTY AND SHALLHAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL. OKTA SHALL HAVE NO
LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS
NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OKTA’S TOTAL AGGREGATE LIABILITY
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ARISING OUT OF OR RELATING TO A FREE TRIAL IS US$1,000. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTION 8 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE FREE TRIAL IN
A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGESCAUSED BY ITS USE OF A FREE TRIAL. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S
FREE TRIAL ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL.
12.10. Entire Agreement. This Agreement, together with the Order Form(s) between Okta and Customer, constitute theentire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous
written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to thesubject matter hereof are expressly superseded hereby. The parties agree that any term or condition stated in Customer’spurchase order or in any other Customer’s order documentation is void. In the event of any conflict or inconsistency among
the following documents, the order of precedence shall be: (1) the applicable Order Form between Okta and Customer, (2)this Agreement, and (3) the Documentation. No modification, amendment or waiver of any provision of this Agreement will
be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shallnot constitute a waiver thereof or of any other provision.
13.

Definitions.

13.1.
“Affiliate” means, with respect to Okta or Customer, any entity that directly or indirectly controls, is controlled
by, or is under common control with Okta or Customer, respectively. "Control," for purposes of this definition, means direct
or indirect ownership or control of more than 50% of the voting interests of the subject entity.
13.2.
“Free Trial” means any Okta service or functionality that Okta makes available to Customer to try at Customer’s
option, at no additional charge, and which is clearly designated as “beta,” “trial,” “pre-GA,” “pilot,” “developer preview,”“free trial,” “evaluation,” “proof of concept (POC),” or by a similar designation.
13.3.

“Claims” mean any third-party claims, demands, suits or proceedings.

13.4.
“Confidential Information” means (a) Customer Data; (b) the Service, Documentation, and the terms andconditions of this Agreement and all Order Forms including pricing; and (c) each party’s technical and business information(including but not limited to hardware, software, designs, specifications, techniques, processes, procedures, research,development, projects, products or services, business and marketing plans or opportunities, finances, vendors, penetration
test results and other security information, defect and support information and metrics, and third party audit reports andattestations) that is designated by the disclosing party as confidential or the receiving party should reasonably know is
confidential given the nature of the information and circumstances of disclosure.
13.5.

“Customer Data” means all electronic data submitted by or on behalf of Customer to the Service.

13.6.
“Documentation” means Okta’s user guides and other end user documentation for the applicable Service available
on the online help feature of the Service, as may be updated by Okta from time to time, including without limitation thematerials available at https://support.okta.com, and the ‘Trust and Compliance’ Documentation available athttps://www.okta.com/trustandcompliance.
13.7.
“Effective Date” means the earlier of the last date this Agreement is executed or the first date of Customer’s accessor use of the Service or Free Trial in any manner, as applicable.
13.8.
“Feedback” means suggestions, ideas, enhancement requests, feedback, recommendations or other information
provided by Customer or its Users relating to the features, functionality or operation of the Service, or the Professional
Services.
13.9.

“Laws” means any local, state, or national law, treaties and/or regulations applicable to a respective party.

13.10. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agentsor programs.

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13.11. “Non-Okta Application” means a web-based, offline, mobile, or other software application functionality that isprovided by Customer or a third party and interoperates with a Service.
13.12.

“Okta Partner” means authorized reseller, distributor or other partner of Okta.

13.13. “Order Form” means an ordering document provided to Customer (directly by Okta or indirectly by an Okta Partnerin connection with a Partner Sales Agreement) that specifies the products or services purchased by Customer or any of its
Affiliates under this Agreement, including any product specific terms, supplements, or addenda thereto. Order Forms do notinclude the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional
or inconsistent with the terms of this Agreement.
13.14. “Professional Services” means implementation and configuration services provided by Okta in connection with
the Service, as described more fully in a Statement of Work. Professional Services shall not include the Service.
13.15. “Service” means the products and services subscribed to by Customer under an Order Form and made available
online by Okta, including associated Okta offline or mobile components, as described in the Documentation. “Service”
excludes Professional Services, Support Services, Free Trials, training services, and Non-Okta Applications.
13.16. “Statement of Work” means a document that describes certain Professional Services purchased by Customer under
this Agreement and/or pursuant to an Order Form. Each Statement of Work shall incorporate this Agreement by reference.
13.17. “Support Services” means the support services provided by Okta in accordance with Okta’s then-current support
policy and as identified in an Order Form.
13.18.

“Term” means the term of each subscription to the Service as specified in the applicable Order Form.

13.19. “Users” means individuals (including non-human devices, such as applications or services) who are authorized by
Customer to use the Service, for whom a subscription to the Service has been procured. Users may include, for example,
Customer’s and its Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties withwhich Customer does business.

Rev 022022