Okta Purchase Order + Terms and Conditions(EMEA)

This purchase order (“PO”) is placed subject to the terms, conditions, specifications, and instructions on the PO, and the terms and conditions set forth below (“Purchase Order Terms and Conditions”) and in any documents referenced herein (all of the foregoing, collectively, this “Agreement”). Vendor will be deemed to have accepted and entered into this Agreement upon the earliest of (a) five (5) business days after an Okta entity sends the PO to Vendor unless Vendor expressly rejects the PO in writing during that period, (b) Vendor sending an invoice to Buyer for the PO, or (c) Vendor beginning to perform any Services or otherwise commencing any performance with respect to any Deliverables specified in the PO (“Effective Date”).

7. INTELLECTUAL PROPERTY
7.1. Developed Materials. Buyer shall own, and Vendor hereby irrevocably assigns to Buyer with full title guarantee and free from all third-party rights, all IP Rights throughout the world in or to any and all Developed Materials. Vendor will cooperate with Buyer in the procurement, perfection, defence and enforcement of such IP Rights. The foregoing assignment includes any moral rights and Vendor hereby waives all such rights. In the event that such assignment is ineffective, the Vendor holds such IP Rights on trust for Buyer and grants an exclusive, perpetual, irrevocable, royalty-free, worldwide, sub- licensable (directly and indirectly through multiple tiers) and unlimited license to Buyer to use and otherwise fully exercise and exploit such IP Rights relating to the Developed Materials without restriction.
7.2. Vendor’s Pre-existing Works. To the extent that the Developed Materials are based on, incorporate, are an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or IP Rights owned by or licensed to Vendor and not assigned to Buyer hereunder, Vendor hereby grants to the Okta Companies a perpetual, irrevocable, royalty-free, worldwide, sublicensable (directly and indirectly through multiple tiers) right and license to use, perform, copy, modify, create derivative works of, display, distribute, make, sell, offer for sale, import and otherwise exploit in any manner all such technology and IP Rights in support of their exercise or exploitation of the Developed Materials.
7.3. Licensed Materials. With respect to any Licensed Materials, except as set forth in the PO, Vendor hereby grants to the Okta Companies a nonexclusive, irrevocable, transferable, perpetual, royalty-free, worldwide, sub-licensable (directly and indirectly through multiple tiers) license to use, import, reproduce, display, perform, distribute, modify, prepare derivative works of, disclose (as necessary) and otherwise exploit the Licensed Materials. To the extent requested by Buyer, Vendor will provide the following without charge: (i) all integration support required for the Okta Companies to use and otherwise exploit the Licensed Materials; (ii) support by phone or e-mail regarding the installation and/or use of the Licensed Materials; (iii) on-site support for any issues that cannot be resolved by phone or e-mail; (iv) updates to the Licensed Materials (no later than when such updates` are provided to any other customer); and (v) timely support to resolve issues identified by Buyer in the Licensed Materials.
7.4. Okta Information and Materials. All Okta Materials are and shall remain the property of the Okta Companies. Vendor obtains no right, title, or interest therein, except that during the Term, Vendor may use the Okta Materials for the sole, exclusive and limited purpose of performing the Services and/or providing the Deliverables in compliance with the terms and conditions of this Agreement.
7.5. Further Assurances. Vendor shall provide or execute all necessary documents and shall obtain all required consents, waivers and assignments, and other matters from its Personnel, and shall perform all other acts, in order to enable Vendor to comply with this Agreement and to give full effect to the intention of this Agreement.

8. USE OF OKTA TRADEMARKS AND PUBLICITY
Without the prior written consent of Buyer, Vendor shall not directly or indirectly issue or permit the issuance of any statement, article, advertisement, public or private announcement, media release or other similar publicity relating in any manner to the relationship of the parties, any aspect of this Agreement or any Deliverables, or use any trademarks of any Okta Companies. If Buyer consents to the use of any Okta Company trademarks, Vendor will comply with the terms set forth at https://www.okta.com/terms-of-use-for-okta-content/.

9. CONFIDENTIALITY
9.1. “Confidential Information” means any information (whether in written, electronic or oral form) disclosed or made available directly or indirectly by an Okta Company to Vendor. For clarity, Okta Materials are the Confidential Information of the Okta Companies. Vendor shall: (i) not copy, distribute or otherwise use any Confidential Information except for the performance of the Services hereunder; (ii) not disclose such Confidential Information to any party; and (iii) protect the confidentiality of such Confidential Information using at least the same measures it uses to protect its most sensitive information. Vendor shall not be so obligated with respect to information that (i) is or becomes publicly available without restriction through no fault of Vendor, or (ii) Vendor knew without restriction prior to its disclosure by an Okta Company. Upon the expiration or termination of this Agreement and at any other time upon the written request, Vendor shall immediately return to Buyer or permanently delete such Confidential Information in its possession or control.

10. INDEMNITIES AND LIMITATION OF LIABILITY
10.1. Vendor Indemnity. Vendor shall defend, fully indemnify and hold harmless the Okta Companies from and against all actual and alleged claims, demands, causes of action and liability, of any kind, for damages, losses, costs and expenses, including legal fees and disbursements, arising out of or relating to any: (i) negligent or willful acts or omissions of Vendor or its Personnel; (ii) breaches by Vendor or its Personnel of any representations, warranties, terms or conditions of this Agreement; and (iii) claims that a Deliverable infringes or misappropriates a third party’s rights, including IP Rights (an “Infringement Claim”).
10.2. Procure/Replace/Modify Refund. If there is an actual or alleged Infringement Claim, Vendor shall, at its sole expense and at Buyer’s sole option: (i) procure for the Okta Companies the right to continue any activity affected by the Infringement Claim; (ii) replace or modify all affected Deliverables with products or services that are not subject to an Infringement Claim and are of equivalent functionality, quality and performance to those contracted for; or (iii) refund to Buyer the Fees paid in respect of affected Deliverables.
10.3. LIMITATION OF LIABILITY. In no event shall the Okta Companies be liable to vendor, whether based in contract, tort (including negligence), equity, warranty, or any other grounds, for any (a) loss of profit or income, loss of data or information, loss of business or business opportunity, loss of anticipated savings, loss of reputation or goodwill; (b) consequential damages, or (c) special damages of any kind, in each case, even if vendor has been advised of the possibility of such damages, and the Okta Companies’ aggregate liability under or in connection with this agreement, whether based in contract, tort (including negligence), equity, warranty, or any other grounds, will not exceed the amount paid or payable under this agreement. Neither party excludes or restricts its liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which cannot be excluded or restricted by applicable law.

11. BUSINESS ETHICS
11.1. Business Ethics: Okta is subject to various anti-bribery statutes in the U.S. and around the globe, including the US Foreign Corrupt Practices Act and the UK Bribery Act, employment and labor laws including laws regarding modern slavery, child labor and human trafficking (and all reporting requirements of those laws, which reports Vendor will make available to Okta on request), and the Fair Labor Standards Act, Social Security and Workers’ Compensation Laws as amended (if work is done on Okta's premises). Vendor represents and warrants that, in connection with the Services, Vendor (a) has not done and will not do anything to violate these laws and other related laws in the jurisdictions in which Vendor operates on Okta’s behalf; (b) has implemented its own anti-corruption policy (or agrees to be bound by Okta’s) and will take proportionate, risk-based procedures to abide by its (or Okta’s) anti-corruption policy for the term of the Agreement; and (c) will furnish to Okta future certifications confirming compliance with this Section upon Okta’s request.
11.2. Partner Code of Conduct. Vendor and its Personnel will comply with the most current version of Okta’s Partner Code of Conduct available on Okta’s website (https://investor.okta.com/partnercode), which is incorporated herein by reference.
11.3. Accessibility. Vendor shall comply with all applicable laws relating to accessibility, to the extent that such laws and regulations are applicable to the Deliverables and, at a minimum, Vendor shall ensure that all Deliverables are compliant with Web Content Accessibility Guidelines (WCAG) 2.1, Levels A and AA (as may be amended, interpreted, or replaced), as applicable.

12. COMPLIANCE
12.1. Priority. If there is any conflict or inconsistency between these Purchase Order Terms and Conditions and the PO, the PO will control to the extent it expressly amends specific provisions of these Purchase Order Terms and Conditions.
12.2. No Exclusivity. The Okta Companies do not have any exclusivity obligations under this Agreement.
12.3. Assignment. Neither party may assign their rights or obligations under this Agreement without the prior written consent of the other party and any attempt to do so without such written consent shall be void. Notwithstanding the foregoing, Buyer may, without the consent of Vendor, assign any and/or all of its rights and obligations under this Agreement to any Okta Company or successor entity or acquirer in a merger, sale of assets or acquisition. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns.
12.4. Notices. Any notice or other communication must be delivered to the parties at their respective addresses set out on the PO or any other address that a party subsequently identifies to the other party. Any notices, requests or other communications required or permitted by this Agreement shall be in writing and in the English language and shall be sent (i) in the case of Vendor, to Vendor’s email address set forth on the PO or (ii) in the case of Buyer, to [email protected].
12.5. Survival. Upon expiration or termination of this Agreement, any terms or conditions that by their nature should survive such expiration or termination will survive, including terms and conditions relating to proprietary rights and confidentiality, indemnification, limitations of liability and termination.
12.6. Governing Law and Venue. The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement or its subject matter or formation (including non- contractual disputes or lawsuits) is the laws of England. The courts located in London, England, will have jurisdiction over any such dispute or lawsuit.
12.7. Miscellaneous. If any of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable by competent judicial authority, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the validity of the remainder of the Agreement shall be unaffected. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section 12.7 shall not affect the validity and enforceability of the rest of this Agreement. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. The parties acknowledge that monetary damages may not be a sufficient remedy for breach of this Agreement and that each party may, without waiving any other rights or remedies, seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond (unless otherwise required by order of the competent court). All remedies, whether under this Agreement, provided by law, or otherwise, shall be cumulative and not alternative. Vendor’s relationship with Buyer will be that of an independent contractor and nothing contained in this Agreement shall be construed as creating or implying a joint venture, partnership, agency, or employment relationship between the parties or their respective employees and contractors, and neither party will have the right to bind the other or incur any obligation on the other’s behalf without the other’s prior written consent. No person who is not a party to this Agreement will have any right to enforce it. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person. Each party will be solely responsible for the supervision of its employees and for the fulfilment of all obligations incumbent upon an employer with regard to its employees, including the withholding and payment of income taxes, statutory benefits, and social security taxes, and the provision of health, disability and other benefits or workers’ compensation insurance. This Agreement may only be modified by mutual agreement of authorised representatives of the parties in writing. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the authorised representative of the party to be charged. This Agreement (including its exhibits) constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, provided that if Vendor has signed a written agreement with Buyer for any Deliverables, that written agreement (and not these terms and conditions) will apply. All POs will be subject to and hereby incorporate the terms of these Purchase Order Terms and Conditions, and no terms or conditions contained in any purchase order or other document issued by Vendor shall form part of any contract between Vendor and any Okta Company. Any “click-wrap” agreement, terms of use, electronic acceptance, order confirmation, or other terms and conditions that a user may be required to acknowledge or accept or that is otherwise displayed or accessible to a user before downloading, receiving, using or otherwise accessing any Deliverables are of no force and effect as between the Okta Companies and Vendor. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. The headings in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.