ORDER FORM SUPPLEMENT FOR OKTA EARLY ACCESS ON-PREM CONNECTOR

This Order Form Supplement (“Supplement”) forms a part of the Order Form under which Customer has purchased a subscription to Okta’s On-prem Connector (“OPC”) (the “OPC Order Form”). OPC’s purchased under such Order Form are made available only in early access format. For purposes of OPC only, the OPC Order Form and this Supplement are governed by the most recent version of the Early Access Subscription Agreement found at https://www.okta.com/agreements/ (the “Agreement”).

This Supplement adjusts certain terms of the Agreement, solely with respect to the Software.  Under this Supplement, all references to the Service in the Agreement shall also apply to the Software, except as otherwise set forth herein and provided that any obligations, rights or definitions in the Agreement regarding Customer Data are not applicable to the Software.  By executing an Order Form that references this Supplement or otherwise accepting it, Customer (hereafter “Customer” or “you”) agrees to the terms of this Supplement. The individual accepting this Supplement on behalf of Customer represents that they have the authority to bind Customer to this Supplement.  If the individual does not have such authority, or if the individual does not agree with the terms and conditions of this Supplement, such individual must not accept this Supplement and may not use the Software. 

This Supplement is effective as of the date Customer accepts it and is effective so long as there is an active OPC Order Form. To the extent that there is a conflict between the Agreement and this Supplement with regards to the Software, this Supplement will take precedence. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. 

Customer and Okta hereby agree as follows:

A.       Definitions. 

A.1.    “Software” means the on-premise components of the OPC product licensed and delivered to Customer under an Order Form, including any new releases, updates or versions of the Software, and any complete or partial copies of any of the foregoing. “Software” excludes Service, Support Services, Professional Services, Free Trial Services, and Non-Okta Applications. 

B.       Software.

B.1.    License to Use Software.   Okta grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license to use the Software during the applicable Term of the applicable OPC Order Form solely for its internal business purposes, in accordance with the Agreement, the applicable OPC Order Form (as limited to the number of OPC’s identified therein), this Supplement, and the Software Documentation.

B.2.    Restrictions.  Customer is responsible for all activities conducted in connection with its and its Users’ use of the Software.  Customer shall use the Software in compliance with all applicable Laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Software, or any part thereof, or make it available to anyone other than its Users; (ii) modify, copy, create derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, or copy the Software, or any portion thereof (including data structures or similar materials produced by programs); (iii) access or use the Software for the purpose of building a competitive product or service or copying its features or user interface; or (iv) delete, alter, add to or fail to reproduce in and on the Software any product identification, proprietary, copyright, trademark, service mark, or other notices appearing in or on the Software or which may be required by Okta at any time. 

B.3.    Cease Software Use.  Upon expiration or termination of the Agreement and/or the applicable OPC Order Form, all rights granted to Customer under this Supplement will immediately terminate and Customer shall immediately stop using the Software and Software Documentation, and shall immediately destroy  any and all copies of the Software.

C.       Export Compliance. In addition to the Export Compliance requirements in the Agreement, Customer will not permit the export, re-export, transfer, or Use of the Software, or any part thereof, that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.