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Product Specific Terms – Billing of OKTA

  1. Supplier Obligations:
    1. Supplier shall provide Billing of OKTA from the Services Start Date for the Term specified in the relevant Ordering Document.
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  2. Customer Obligations:
    1. The Customer shall:
      1. acknowledge and agree that the Supplier is not the operator of OKTA and that it shall be subject to the OKTA Terms, OKTA Documentation and any other terms and conditions referred to in the OKTA Terms to the extent provided by the OKTA Terms as amended from time to time, this may include additional third party terms. If, and solely to the extent the OKTA Terms effectively imposes or incorporates by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into these Product Specific Terms;
      2. indemnify and hold harmless the Supplier for all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with (i) Customer terminating the relevant Ordering Document prior to the end of the  Term or any Renewal Term (i) Customers breach of their obligations contained in this clause 2 and (ii) non-payment of the Charges for any reason; and
      3. use the OKTA Licence in compliance with applicable law and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the OKTA Services, or any part thereof, or use it for the benefit of any third party, or make it available to anyone other than its End Users; (ii) send or store any personal health data, financial information data, credit card data or any other sensitive data; (iii) send or store infringing or unlawful material; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the OKTA Services or the data contained therein; (vi) modify, copy or create derivative works based on the OKTA Licence, or any portion thereof; (vii) use the OKTA Licence for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the OKTA Services the name of OKTA and any copyright or other notices appearing in or on the OKTA Service or which may be required by OKTA at any time.
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  3. Professional Services and Training Services 
    1. Where OKTA Professional Services are requested by the Customer and set out in the Ordering Document, Customer and OKTA may enter into a OKTA Statement of Work that describe the specific OKTA Professional Services to be performed by OKTA. 
    2. OKTA warrants that the OKTA 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 breach of the foregoing warranty set forth, OKTA will, at its sole option and expense, promptly re-perform the non-conforming OKTA Professional Services or refund to Customer the fees paid for the non-conforming OKTA Professional Services; provided that Customer notifies OKTA no later than thirty (30) days after delivery of such OKTA Professional Services
    3. Where OKTA Training Services are requested by the Customer and are set out in the Ordering Document, OKTA will provide the OKTA Training Services in accordance with OKTA’s then current OKTA Training Services terms. 
    4. If applicable, while on Customer premises for OKTA Professional Services or OKTA Training Services, OKTA personnel shall comply with reasonable Customer rules and regulations regarding safety, security, and conduct made known to OKTA, and will at Customer’s request promptly remove from the project any OKTA personnel not following such rules and regulations.
    5. Unless otherwise specified in the applicable OKTA Statement of Work, upon invoice from OKTA, Customer will reimburse OKTA for all pre-approved, reasonable expenses incurred by OKTA while performing the OKTA Professional Services. This is applicable to transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the OKTA Professional Services. 
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  4. General 
    1. Unless otherwise set out in the relevant Ordering Document, the Supplier shall invoice the Customer annually in advance. 
    2. Additional quantities of OKTA Licences purchased after the Services Start Date set out in the relevant Ordering Document (“Additional Mid-Term Purchase”) shall be subject to the terms of these Product Specific Terms and shall be aligned with the Term set out in the original Ordering Document so that the Additional Mid-Term Purchase terminates at the same time as the original Ordering Document. 
    3. Where the Customer enters into an Annual or Multi-Year Term, the quantity of the OKTA Licences set out in the Ordering Document (including any Additional Mid-Term Purchases) cannot be decreased at any time during the Term.
    4. The relevant Ordering Document shall automatically renew at the end of the Term set out in the Ordering Document and / or each anniversary of the end of the relevant Term (“Renewal Term”), for a period of 12 months, unless either party provides no less than 45 days written notice of termination prior to the end of the Term or any Renewal Term, or enters into a new Ordering Document at the end of the Term. For any Renewal Term, unless the Customer has entered into a new Ordering Document, the OKTA Licences shall be charged at the then current list price. 
    5. OKTA grants to Customer, a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to access and use and allow its End Users to access and use the OKTA Licence in accordance with the OKTA terms, solely for Customer's business purposes. 
    6. Except for the rights expressly granted under these Product Specific Terms, OKTA retains all right, title, and interest in and to the OKTA Licences, OKTA Documentation, the OKTA Professional Services, the OKTA Training Services materials, including all related intellectual property rights inherent therein. No rights are granted to Customer hereunder other than as expressly set forth in these Product Specific Terms
    7. The parties shall be independent contractors under these Product Specific Terms, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
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  5. Definitions 
    1. The following definitions apply in these Product Specific Terms. Unless otherwise expressly stated in these Product Specific Terms (or the context otherwise requires) terms defined in the General Terms and Conditions shall bear the same meaning in these Product Specific Terms:
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      Annual:        means from the Services Start Date a term of 12 calendar months. 

      Billing of OKTA:       means the fee collection by the Supplier of OKTA Licences resold by the Supplier to the Customer in accordance with the Ordering Document.

      Multi-Year:       means from the Services Start Date a term of multiple years as specified in the Ordering Document.

      OKTA:       means OKTA Inc.

      OKTA Documentation      : means OKTA’s user guides and other end user documentation in connection with the OKTA services as updated by OKTA from time to time.

      OKTA Licence(s):       means the subscription services that comprise of the online web-based identity and access management services provided by OKTA through the Supplier from time to time in accordance with and subject to the terms of these Product Specific Terms and the OKTA subscription licence and professional services agreement at https://www.okta.com/sites/default/files/okta-subscription-license-professional-services-agreement.pdf (“OKTA Licence Agreement”) and any other OKTA terms and conditions that apply to the use of the OKTA software, as updated by OKTA from time to time. 

      OKTA Service      : means the on-line, web-based identity and access management services provided by OKTA, as specified on the Ordering Document

      OKTA Terms:       means the OKTA Licence Agreement and OKTA Master Service Agreement at https://www.okta.com/sites/default/files/MSA-Q1-FY21-Update-Online-Terms.pdf as updated by OKTA from time to time.

      OKTA Professional Services:       means implementation services provided by OKTA in connection with the OKTA Licence, as described more fully in the Ordering Document.

      OKTA Statement of Work:       means a document that describes certain Professional Services purchased by Customer under. Each Statement of Work shall incorporate these Product Specific Terms by reference.

      OKTA Support Services:       means the support services provided by Okta in accordance with Okta’s then-current support policy. Customer shall receive a “basic” level of support that is included in the OKTA Licence.

      OKTA Training Services:       means the education and training services provided by OKTA as described more fully in the Ordering Document.