Minimum Customer Agreement Terms

Okta Inc. Minimum Customer Agreement Terms

Definitions.

“Customer” means the entity that has contracted with an authorized partner to purchase subscriptions to the Service (“Partner”).

“Customer Agreement” means this agreement between Customer and Reseller for the purchase of a subscription to use the Service.

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

“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 updated by Okta from time to time, including without limitation the materials available at www.support.okta.com, and the ‘trust and compliance’ documentation available at https://www.okta.com/trustandcompliance.

“Free Trial” means any Okta service or functionality that may be made available by Okta to Customer to try at Customer’s option, at no additional charge, and which is clearly designated as “beta,” “trial,” “non-GA,” “pilot,” “developer preview,” “non-production,” “free trial,” “evaluation,” “early access,” or by a similar designation.

“MSP Customer” means an unaffiliated, third-party customer of an Okta managed service provider (“MSP”) who is authorized to use the Service as part of an MSP Solution.

“MSP Solution” means such services provided by Partner as a managed offering to its MSP Customers in conjunction with the Service.

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

“Okta” means Okta, Inc.

“Service” means (i) in the case of a Customer, an Okta web based solution that is generally offered on a fixed-term subscription basis and the subject of an order form (or similar document) between Customer and Partner, as described in the Documentation, together with any related support services or training provided by Okta or (ii) in the case of an MSP Customer, the Okta Service that the MSP is authorized to provide and manage for MSP Customer as part of the MSP Solution. “Service” excludes any professional services, support services, Free Trials, training services, and Non-Okta Applications.

Terms for Customers of Partners

Service; Customer’s Obligations.

The Service will be provided in accordance with the Documentation. Customer shall use the Service for its internal purposes, in compliance with the Customer Agreement, applicable law, the Documentation and Customer’s applicable usage rights, 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 authorized users; (ii) send or store in the Service any personal health data, credit card data, personal financial data or other such sensitive data which 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 viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs 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, or use (other than to receive the Service) or disclose any non-public information regarding Okta or the Service; or (viii) delete, alter, add to or fail to reproduce in and on the Service the name of Okta and any copyright or other notices appearing in or on the Service. Okta may suspend any access to the Service in breach of the foregoing or the Documentation.

Free Trials.

If Customer registers for a Free Trial on Okta’s website, 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 registered to use the applicable Free Trial, or (b) the start date of any Service subscription purchased by Customer corresponding to such Free Trial. Notwithstanding anything to the contrary, the Free Trial is provided “as-is” without any representation, warranty or indemnity.

Customer Data.

Customer grants to Okta and its affiliates a worldwide license to host, copy, transmit and display Customer’s data, as reasonably necessary for Okta to provide the Service.

Data Security.

To the extent that Okta processes any Customer Data on Customer’s behalf in the provision of the Service (but, for clarity, excluding Free Trial Services), Customer and Okta agree to enter into the Data Security Addendum located at https://www.okta.com/partners/terms/data-security-addendum/, as may be updated by Okta if required by applicable law.

Government End User.

If Customer is a U.S. government entity or if the Customer Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Service constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Customer Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors.

Feedback.

Okta shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license (but not obligation) to use or incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its users.

Customer Indemnification.

Customer will indemnify, defend and hold harmless Okta from any and all claims, demands, suits or proceedings brought against Okta by a third party alleging a violation of a third party’s rights arising from Customer's provision of the Customer Data.

Third Party Beneficiary.

Customer agrees that Okta is an express third party beneficiary of the Customer Agreement.

Customer Remedies.

Customer acknowledges that it is contracting directly with Partner for the Service and any warranties to Customer are given solely by Partner, and not Okta. Customer agrees that any recourse regarding the Service, including but not limited to, warranty claims, losses, liabilities, damages and expenses, will be submitted and directed to Partner and not Okta.

Terms for MSP Customers

Data Processing

MSP Customer acknowledges that (i) Okta provides the Service to and on behalf of MSP who in turn is authorized to provide and manage the Service for MSP Customer and (ii) the Service is subject to the applicable Trust and Compliance Documentation, available here and as may be updated periodically by Okta.

Feedback.

Statistical Usage Data.

Okta owns, without restriction, the statistical usage data derived from the operation of the Service, including data regarding web applications utilized in connection with the Service, configurations, log data, and the performance results for the Service (“Usage Data”), provided that if Okta provides Usage Data to third parties, such Usage Data shall be de-identified and aggregated so that it will not disclose the identity of MSP or any if its users.

Customer Remedies.

MSP Customer acknowledges that it is contracting directly with MSP for the Service and any warranties to MSP Customer are given solely by MSP, and not Okta. MSP Customer agrees that any recourse regarding the Service, including but not limited to, warranty claims, losses, liabilities, damages and expenses, will be submitted and directed to MSP and not Okta.