The following rules, terms and conditions (“Official Rules”) govern your entry and participation in the Oktane Startup Competition 2024 (the “Contest”). Your participation in the Contest and submission of a Contest entry constitutes your acceptance of, and agreement to be bound by, these Official Rules. If you agree to these Official Rules on behalf of a Startup (defined in Section 3.1 below), you represent and warrant that you have the authority to bind the Startup to these Official Rules and your agreement to these Official Rules will be treated as the agreement of such Startup. In that event, unless otherwise indicated, “you” and “your” refer herein to that Startup. 

NO PURCHASE OR PAYMENT NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. THE CONTEST IS SUBJECT TO ALL APPLICABLE LAWS AND VOID WHERE PROHIBITED.

WE MAY MAKE CHANGES TO THESE TERMS AND CONDITIONS AT ANY TIME. WE WILL PROVIDE AS MUCH NOTICE AS REASONABLY POSSIBLE OF ANY SUCH CHANGES ON THE CONTEST SITE OR IN OTHER APPROPRIATE MESSAGING. 

1. SPONSOR. 

The sponsor of the Contest is Okta Inc., located at 100 First Street, Ste. 600, San Francisco, CA 94105 (“Okta”).  Okta is sponsoring the Contest to culminate as part of the programming at Okta’s 2024 “Oktane” Identity Conference, scheduled for October 15-17 in Las Vegas, NV (“Oktane”).

2. DATES AND TIMELINE. 

2.1 Contest Period. Okta’s computer will be the Contest’s official clock, and all times are provided in Pacific Time. The Contest begins on July 15, 2024 at 12:00 PM Pacific Time (PT) and ends upon the conclusion of the second day of Oktane (currently October 16, 2024) (the “Contest Period”). The Contest Period includes the submission period followed by the Judging and Selection Period, as further described below. Okta reserves the right to postpone or modify the start or end date of that period. 

2.2 Submission Period. The “Submission Period” begins on July 15, 2024 at 12:00 PM Pacific Time (PT) and ends on August 31, 2024 at 11:59 AM PT. Please see Section 4 (How to Enter) for further information on the submission process.

2.3 Judging and Selection Period. The “Judging and Selection Period” begins on August 31, 2024 at 12:00 PM PT and ends upon conclusion of the second day of Oktane (currently October 16, 2024).  Please see Section 10 (Criteria and Selection) for further information on the Contest submissions required for each period of the Contest.

(a) Finalist Selection. The first judging period of the Contest for the selection of Finalists (as defined in Section 10.1) begins on August 31, 2024 at 12:00 PM PT and ends on September 30, 2024 at 11:59 AM PT.  Finalists will be announced promptly following this period.

(b) Live Pitching and Winner Selection. Finalists will prepare live pitches, which will occur on the second day of Oktane (currently October 16, 2024).

3. ELIGIBILITY REQUIREMENTS; REPRESENTATIVES.

3.1 Eligible Startups. The Contest is only open to valid entities that: (a) are United States C corporations or LLCs; and (b) are in good standing and in compliance with all applicable laws, regulations, rules, and ordinances (collectively “Laws”) in each jurisdiction in which they were formed and/or incorporated, and are operating and are permitted by the Laws of each such jurisdiction to enter and compete in this Contest (each, a “Startup”). In addition, to be eligible to enter the Contest, the Startup (i) must not have exceeded, at any point prior to the entry date and through Contest Period, $10 million USD total capital on its balance sheet; and (ii) must meet the additional requirements in Section 5 (Entry Requirements).  

3.2 Ineligible Persons and Entities. The following persons and entities are not eligible to enter the Contest:

(a) individuals and sole proprietorships;

(b) entities organized or governed under the laws of any jurisdiction outside of the United States;

(c) entities that are managed or majority owned by individuals who: (i) are currently employed by Okta, or were employed as of January 1, 2024 by Okta, or any of Okta’s direct or indirect wholly or majority owned subsidiary or affiliate companies; (ii) are immediate family (spouse, parents, siblings, or children) or household members of any of the employees or former employees listed in Section 3.2(e)(i); (iii) are a Contest Judge (defined in Section 9 below) or immediate family (spouse, parents, siblings, or children) or household members of a Contest Judge; (iv) are current employees of an entity in which Okta has invested and holds an ownership interest; (v) are professionally involved in the development or administration of the Contest; 

(d) entities that are on any restricted or prohibited party list maintained by the U.S. Departments of Commerce, State and the Treasury; or

(e) entities that are residents of, headquartered or domiciled in, or directly or indirectly wholly or majority owned by an entity that is resident of, headquartered or domiciled in: 

• any country, state, province or territory where the laws of the United States or local law prohibits participating in a contest or receiving a prize in the Contest or a country where a prize cannot be awarded; 
• Cuba, Iran, North Korea, Syria, the Luhansk, Donetsk, or Crimea regions of Ukraine; or 
• any country or territory that may, from time to time, become subject to U.S. export controls or designated as a country that is subject to a general prohibition on U.S. persons engaging in financial and/or export transactions.  

All potential winners are subject to eligibility verification before any prizes are awarded. See Section 7 (Verification) for further information. 

3.3 Eligible Representative. The Startup must appoint and authorize an individual director, officer, general manager, owner, or founder of the Startup to act and enter the Contest on its behalf (a “Representative”). Each Representative must be: (a) 18 years or older as of the date of the entry; and (b) above the age of majority in the state or jurisdiction where the Representative resides at the time of entry. The designation of such individual as the Representative means such Representative has been given and has full authority to bind the Startup to these Official Rules. For the avoidance of doubt, by submitting an Entry (defined in Section 4.1 below) to the Contest, each Representative represents and warrants that they are authorized to act on behalf of their Startup and that these rules are binding on the Representative, individually, and their Startup. Representative further warrants that: (i) their Startup has full knowledge of the Representative’s actions and has consented thereto; and (ii) such actions do not violate the policies and procedures of their Startup. Each Startup and its Representative are responsible for ensuring they are in compliance with any employment or other contract to which they are a party, including, for example, authorization to bind the Startup to contracts, including contest terms, and eligibility to participate in promotions and acceptance of prize awards. 

4. ENTERING THE CONTEST. 

4.1 How to Enter.  To enter the Contest, visit www.okta.com/saas-startup-competition (“Contest Site”) during the Submission Period and follow the instructions to submit information on how the Startup uses identity-powered and/or identity-enabled workflows in the Startup’s products and services. This information, and the submission materials and presentation content described in Sections 5, 6 and 10 (collectively, the “Entry”) must meet the requirements as described below and include elements reflected in Section 5 (Entry Requirements).  Entries may be submitted via the Contest Site, or via email: [email protected].

4.2 Limitations on Entry. Each Startup (as represented by their designated Representative) may only submit one (1) Entry. Multiple entries will be disqualified and will not be considered, and may disqualify the Startup’s valid Entry altogether. Entries are void if they are in whole or part illegible, incomplete, damaged, altered, counterfeit, obtained through fraud, submitted by an individual other than the Representative, or late. All Entries will be deemed made by the authorized account holder of the email address submitted at the time of entry, and a potential winner may be required to show proof of being the authorized account holder for that email address. The “authorized account holder” is the natural person assigned to an email address by an Internet service provider, online service provider, or other organization responsible for assigning email address for the domain and must be the designated Representative of the Startup.

5. ENTRY REQUIREMENTS. 

5.1 Entry Materials. In addition to the Entry requirements in Section 4.1 above, a Startup’s Entry during the Submission Period must include the following: (a) a company profile of the Startup, including name, email address, phone number, and the names of the key team members and their roles in the Startup; (b) a description of the application, tool, product or other solution developed (or under development) by the Startup that the Startup wishes to have evaluated by Okta for potential investment (the “Solution”); (c) a summary of the Solution’s functionality, how the Solution uses identity-powered and/or identity-enabled workflows, the competitive advantage of the Startup, and the size of the opportunity; and (d) a narrated demo video of up to five (5) minutes that is an on-screen recording (in a format acceptable to Okta) showing the Solution in use by an end user. Once the Submission Period has ended, the Entry cannot be changed or updated.  Entries submitted outside of the Submission Period are invalid and will not be considered. Incomplete Entries also are invalid and will not be considered. Entries may not be acknowledged and will not be returned. Okta is not responsible for any errors, omissions, or failures in submission of any Entry or in the Startup not maintaining accurate contact information during the Submission Period.

5.2 Language. All Entries, including any oral presentations, must be in English.

6. ADDITIONAL REQUIREMENTS FOR ENTRIES. 

Each Startup is wholly responsible for its Entry, submission materials, and presentation content, and all parts and elements of its participation in the Contest. By submitting an Entry and participating in the Contest, the Startup represents and warrants that its Entry, submission materials, and presentation content: (a) do not contain any defamatory, offensive, harmful or otherwise inappropriate materials; (b) are original, not copied, in whole or in part, and are exclusively owned by the Startup, and provided for free without any restriction, obligation or limitation on use; (c) do not infringe or misappropriate of any intellectual property rights or confidential or proprietary information of any third party; (d) do not contain any confidential or proprietary information of any entity or person, including the Startup; (e) do not contain any material that violates any privacy or publicity right of any person; (f) do not reflect any duty of attribution, or any compensation obligation; (g) do not contain any content that would violate any law, statute, ordinance, rule or regulation, or any agreement with another person or entity; (h) do not contain software viruses, Trojan horses, worms, time bombs, bots, or any other computer code or files that are designed to disrupt damage, impact, or limit the functioning of any software or hardware in any way; and (i) are true and accurate, and not misleading.  Okta, in its sole discretion, reserves the right to remove the Entry, submission materials, and presentation content from the Contest Site, in whole or in part, for any violation of these Official Rules.  

7. VERIFICATION. 

Following submission of an Entry, Okta, its agents and/or the Contest Judges as defined below) will evaluate the Entry for the Startup’s compliance with these Official Rules and satisfaction of the minimum requirements for the Entry to be judged in the Contest. Okta reserves the right, in its sole discretion, to disqualify any Entry that it ascertains at any time does not meet the requirements for the Entry and these Official Rules during or after the Contest Period, without notice to the Startup or Representative. Okta further reserves the right before awarding any prize, to have the Startup, through its Representative, execute a declaration (or affidavit) of compliance and agreement with these Official Rules, compliance with all applicable Laws, and/or confirmation of eligibility, the publicity release, and the copyright license in connection with any part of the Contest.

8. INTELLECTUAL PROPERTY.

8.1 Ownership by Startup. Subject to the licenses described below, any applicable intellectual property rights to an Entry (e.g., the submission materials, demo videos and presentation content) will be owned by and remain with the Startup.

8.2 Grant of License. By entering the Contest, Startup grants to Okta and any other third parties acting on the Okta’s behalf (including without limitation Contest Judges), a royalty-free, non-exclusive, worldwide, irrevocable license to display publicly and use the Entry (including any submission materials, demo videos and other presentation content) for promotional and any other purposes in perpetuity without further consideration or payment of any type. This license includes, but is not limited to, posting, or linking to the Entry on Okta’s and its partners’ websites and applications, including the Contest Site, and displaying and promoting the Entry in any other media, worldwide, including publication of the name, description, images, video URL, website URL, and team members.  Each Startup will ensure that Okta and its partners are free to use the Entry in the manner described above, as provided or as modified by Okta, without obtaining permission or license from any third party and without any compensation to Startup.

8.3 Submission Materials. Each Startup acknowledges that third parties, including other Startups, may submit information and Solutions to Okta separate from the Contest that may contain information, ideas, concepts, and approaches similar to, or the same as, those any Startup submits or submitted to the Contest, and that Okta may already be working on information, ideas, concepts, and approaches similar to, or the same as, those the Startup submits or submitted to the Contest. By entering, each Startup acknowledges and agrees that: (a) the Entry, submission materials, and presentation content are public information, and (b) all Okta’s actions with respect to another entry or work of its own or of any third party, even if similar to, or the same as, the Startup’s Entry, do not and will not create any liability or obligation of any kind to Startup or others involved in the Contest. 

9. JUDGING. 

Okta will select a panel of judges (the “Contest Judges”) to review and evaluate eligible Entries during the Contest Period as further detailed in Section 10 (Judging Criteria and Selection). Contest Judges may include employees or officers of Okta, and/or external industry specialists, representatives of Okta customers, and employees of venture capital firms. All decisions of the Contest Judges and Okta are final, non-appealable, and binding, and in their sole discretion applying the criteria to the Entries. By participating in the Contest, each Startup agrees and acknowledges that it has no right to request, and Okta has no obligation to disclose, the score or assessment given to the Startup’s Entry at any time in the entirety of the Contest. 

10. JUDGING CRITERIA AND SELECTION.

10.1 Initial Review Criteria. Eligible Entries will be reviewed by Contest Judges to select three (3) Eligible Entries as the top Startups (each, a “Finalist”) to participate in the live pitching and Winner selection process to occur on the second day of Oktane, as described in Section 2.3(b).  Contest Judges will score these Entries according to the following criteria: (a) the business potential of the Solution, including market opportunity, business model, and the degree to which it complements Okta and helps Okta users (or users with identity challenges); (b) the Entry’s and Startup’s innovation, including uniqueness of the Solution and its competitive advantage; (c) the Solution’s utilization of a broad feature set such as CIC and WF Identity; and (d) the Startup team’s leadership experience and ability to execute on building the Solution and a commercial strategy. Finalists will be notified promptly following the conclusion of the Finalist selection period described in Section 2.3(a) and will be identified on the Contest Site. For the avoidance of doubt, Okta may use and display such Entry and all related submission materials on the Contest Site, Okta properties, or on third party partner sites pursuant to Section 8.2 and Section 16.

10.2 Pitching and Selection. As the final part of the Judging and Selection Period, each of the three (3) Finalists (led by up to two (2) officers, Representatives or other presenters) will present their final business pitch (which may include updates or changes from the Entry and related submission materials), at Oktane. Each Finalist must give a live presentation of up to five (5) minutes and answer follow-up questions for up to ten (10) minutes. Contest Judges will evaluate Finalists based on the same criteria set forth above, as well as the oral presentations given by the Startup at Oktane. Contest Judges will provide their evaluations to Okta who will verify the Entries and, based on the evaluations of the Contest Judges, determine in its sole discretion one first-place winner (“Winner”). The Winner may be notified on or after Day 2 of Oktane and may be identified on the Contest Site, Okta properties, or on third party partner sites.

11. CONTEST PRIZES.

11.1 Finalist Prize. The three (3) Finalists will each receive a prize comprised of the following elements (collectively the “Finalist Prize”):

(a) promotional feature on select marketing channels, including official Okta social media accounts (e.g. X.com, Linkedin.com); 

(b) the opportunity to present at Oktane to investors and potential customers attending Oktane; and

(c) up to two (2) passes for Oktane, and travel expenses (e.g. airfare, hotel and transportation) up to $3000.  Travel expenses must be incurred and actually used by the Finalist, and submitted with proper documentation to Okta for reimbursement (up to $3000).  Startups will be responsible for all travel logistics and meals and accommodations not provided).

(d) an opportunity to ring the Nasdaq Opening Bell (to be determined at a mutually agreed time in Okta’s reasonable discretion).  

The total approximate retail value of each Finalist Prize is $5,000 USD. 

11.2 Winner Prize and Investment Opportunity. In addition to the Finalist Prize and the potential investment opportunity described in Section 12.1, the Winner will receive the following:

(a) additional marketing benefits (e.g., co-marketing opportunities from Okta and Nasdaq) (“Winner Prize”). The total approximate retail value of the Winner Prize is $1000 USD.      

(b) an opportunity for Okta and select investors to conduct further due diligence on the Winner, which will form the basis for a possible investment by Okta in the Startup, subject to such additional due diligence performed on the Startup, and, subject to Section 12, a mutually agreeable valid investment agreement. For the avoidance of doubt, Okta is under no obligation pursuant to these Official Rules or otherwise to make an investment of any dollar amount in the Winner. Each Startup expressly acknowledges and agrees that: (i) it understands that Okta has no such investment obligation after any further due diligence is performed or otherwise; and (ii) it is not relying on any possible investment by Okta or any other party when making decisions regarding how to operate its business following entry into the Contest. 

For the avoidance of doubt, the Winner Prize does not automatically include the investment amounts listed in Section 11.2(b) or in Section 12.1 below. The Winner Prize includes only the opportunity to pursue the Okta Investment Opportunity (as defined in Section 12.1 below) in accordance with the provisions of Section 12.

11.4 Non-Transferable. No prize is transferable or assignable to any other person or entity. Prizes have no cash value and cannot be substituted except in the sole discretion of Okta. If the actual value of a prize is less than the stated approximate retail value, the difference will not be awarded. Okta will not replace any lost or stolen prizes. Startups are solely responsible for any and all federal, state, provincial and local taxes, if any, that apply to prizes. 

12. OKTA INVESTMENT OPPORTUNITY.

12.1 Investment Opportunity. If the Winner chooses to proceed with the due diligence process, after further due diligence in cooperation with the Winner, the scope of which will be determined by Okta in its sole discretion, Okta may offer the Winner the investment opportunity of up to (and not to exceed) $500,000 USD (the “Okta Investment Opportunity”). Without limiting any other terms of these Official Rules, Okta reserves the right, exercisable in its sole and absolute discretion, not to invest in the applicable Startup. You acknowledge and agree that your participation in the Contest (including as a Winner) does not create legal rights or obligations for either you or Okta with respect to an investment, and does not constitute a binding agreement or commitment of Okta to make an investment.  You acknowledge and agree that any acceptance of an investment may require compliance with various securities laws, rules, and regulations, and you agree to comply with same. You further acknowledge that: (a) Okta will not be providing any legal, tax, or investment advice; (b) Okta strongly recommends that you obtain such advice from qualified professionals in connection with any investment; and (c) it is solely in your decision to participate in any due diligence or to accept an investment, if offered, from Okta.

12.2 Investment Agreement. The Okta Investment Opportunity will be subject to the terms of a written investment agreement between Okta and the Winner. Such terms of agreement may include, but are not limited to, a confidentiality agreement, a side letter agreement, and any other terms and conditions required by Okta, such as information rights, pro rata rights, and a liquidation notification. These terms and agreements will be provided, subject to the due diligence process, after the Winner has been provided an Okta Investment Opportunity subject to these Official Rules. A fully executed confidentiality agreement between the Winner and Okta will be required prior to receiving the terms of any Okta Investment Opportunity. If the parties are unable to reach an agreement, the Winner will not be eligible for an Okta Investment Opportunity.

12.3 Okta Diligence. At a minimum and as a condition to receiving a Okta Investment Opportunity, the Winner must provide to the satisfaction of Okta, in its sole and absolute discretion, customary due diligence materials, including but not limited to: (a) proper incorporation/formation documents; (b) minute books and records documenting corporate actions and equity related matters; (c) documentation of equity issuances and transfers; (d) assignment of any intellectual property related to the Winner from its founder(s), service providers, and any other relevant entities to the Winner; and (e) all other information requested by Okta demonstrating the Winner’s good standing and corporate and commercial hygiene. For the avoidance of doubt, the foregoing diligence documents and information to be provided by the Winner do not constitute all documents and information that will be required to complete the required due diligence process. 

12.4 Offers from Other Parties.  If another entity or person participating as a Contest Judge for the Contest offers any Finalists, the Winner or any other Startup the opportunity to provide any due diligence and/or an investment opportunity, Okta will not be responsible for that due diligence or investment decision in any way under any circumstances. Each Startup agrees and acknowledges that any offers by any person or entity other than from Okta are not in Okta’s control and not at Okta’s behest, and there are no claims that can be asserted by Startup against Okta for actions of these persons or entities.

13. DATA COLLECTION AND PRIVACY. 

Okta may collect personal data from and about a Startup and its Representative online, including without limitation, name, postal and email addresses, phone number and any other materials provided or collected through the Entry, submission materials and presentation content in accordance with the Okta Privacy Policy , and as otherwise described in these Official Rules. By participating in the Contest, the Startup and its Representative each expressly agree to the collection and use of personal information submitted, and that of the Startup’s officers, directors and employees or representatives participating directly or indirectly in the Contest, consistent with the Okta Privacy Policy, in connection with the activities of Okta in promoting and administering the Contest, and in regards to any activities of Okta in connection with its business related to the Contest. 

14. DISCLAIMERS AND DISQUALIFICATION.  

14.1 Disclaimer.  Okta is not and will not be responsible for lost, late, incomplete, or misdirected entries; lost, interrupted or unavailable network, server or other connections; miscommunications, computer or software malfunctions; transmission problems; technical failures; garbled transmissions; damage to user’s software or transmission devices; or other errors or malfunctions of any kind, whether human, mechanical, electronic or otherwise that may occur in connection with the Contest.

14.3 Assumption of Risk.  Each Startup assumes any and all risks associated with the posting and use of the Entry, submission materials, and presentation content, travel and activities arising from or in connection with the Contest, and expressly waives and releases any and all claims or causes of action against Okta, their officers, employees, representatives, and agents for any and all injury and damage of any nature whatsoever (whether existing or thereafter, whether direct, indirect, or consequential, and whether foreseeable or not), arising from the Entry, submission materials and presentation content, including but not limited to the ideas submitted to the Contest, and any travel or other activities arising from or in connection with the Contest.

14.3 Force Majeure.  If for any reason, the Contest is not capable of proceeding as planned for reasons outside the control of Okta, including without limitation, due to any COVID-19 restrictions or other limitations, which in the sole discretion of Okta, may impact the administration, security, fairness, integrity or proper conduct of the Contest (or any portion thereof), Okta reserves the right, to cancel, terminate, modify, or suspend the Contest (or any portion thereof).  In such event, Okta will have no further obligation to any Startup.

14.4 Disqualification.  Okta reserves the right to disqualify any Startup in its sole discretion, including if it or its Representative or other individuals associated with it, are found to be: (a) tampering or attempting to tamper with the entry process or the operation of the Contest, or any website maintained or operated by Okta; (b) using any robotic, macro, automatic programmed or like type of entry methods; (c) violating these Official Rules; or (d) engaging in unethical, inappropriate or disruptive action or conduct, or taking any action inconsistent with these Official Rules, the fairness of the Contest and the reputation of Okta.

14.5 No Obligations.  Each Startup also acknowledges and agrees that participation in the Contest, receipt of a prize and/or designation as a Finalist, or Winner does not create any obligation on the part of Okta to promote, use in any way, or to take any further action regarding the Entry, submission materials or presentation content of the Startup or the Startup’s involvement in the Contest apart from these Official Rules.

14.6 Other Business.  Each Startup also acknowledges and agrees that Okta is a public company with numerous business lines and an active investment and acquisition program (together, “Other Business”). Each Startup acknowledges that certain Other Business may be, or may become, competitive with it. Each Startup agrees that Okta will not be liable to that Startup for any claim substantially arising out of the Okta’s investment in Other Business.

15. WARRANTIES. 

Without limiting any other terms of these Official Rules, by participating in the Contest, each Startup represents and warrants that its participation will comply with these Official Rules and that it has sufficient rights in the Entry (including the related submission materials and presentation content) to authorize the publication and dissemination thereof as contemplated in these Official Rules. No Startup will seek the assistance of any officer, director, employee of Okta apart from these Official Rules and the Contest to attempt to gain any advantage. 

16. PUBLICITY AND LICENSE GRANT. 

Without limiting Section 8.2, each Startup expressly grants Okta a license and consent to use, in its sole discretion, the name, logo and associated trademarks, if any, of the Startup and the Entry, submission materials and presentation content, in whole or in part, in connection with the Contest and the business of Okta, in any form of media, now known or hereafter created, worldwide, without further permission, payment, or any other consideration. 

17. OKTA IP. 

Okta reserves all rights in its name, trademarks, service marks, logos, any copyrighted material or any other intellectual property of Okta (collectively, “Okta IP”).  Nothing in these Official Rules will limit Okta from promoting the Contest and the background and story of the Contest, including any Startup’s participation in the Contest in Okta’s sole discretion.  Startup will not use any Okta IP without the express written consent of Okta, which Okta may withhold in its sole discretion. Further, Startup agrees that it will not use as its own, any service mark, service name, trade name, trademark, design or logo(s) which are confusingly similar to those part of or otherwise embodied in the Okta IP. 

18. RELEASE AND LIMITATION OF LIABILITY. 

18.1 LIMITATION OF LIABILITY.  BY PARTICIPATING IN THE CONTEST, EACH STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, TEAM MEMBERS AND ANY OTHER REPRESENTATIVES), AGREES AND ACKNOWLEDGES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE CONTEST, INCLUDING AS APPLICABLE ANY PRIZE AWARD, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (B) ANY AND ALL CLAIMS, JUDGMENTS, SETTLEMENTS, AND AWARDS WILL BE LIMITED TO REASONABLE, ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY) NOT TO EXCEED $1,000 USD, BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (C) UNDER NO CIRCUMSTANCES WILL ANY STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AND ANY OTHER REPRESENTATIVES) BE PERMITTED TO OBTAIN ANY AWARD FOR, AND HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHT TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, AND/OR ANY OTHER TYPE OF DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET THIRD PARTY EXPENSES ACTUALLY INCURRED (IF ANY) NOT TO EXCEED $1,000 USD, OR ANY RIGHT TO HAVE ANY DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (D) EACH STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, DIRECTORS OR OFFICERS, AND ANY OTHER REPRESENTATIVES) IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

18.2 Exceptions.  Nothing in the Official Rules will exclude or limit the liability of either party to the other for: death or personal injury arising out of negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.

19. INDEMNIFICATION. 

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD OKTA (AND CONTEST JUDGES, AND ANY OTHER PERSONS ADMINISTERING THE CONTEST) AND EACH OF THEIR EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, AFFILIATES, DIRECTORS, EMPLOYEES, OFFICERS, MANAGERS, AND SHAREHOLDERS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY DAMAGE, LOSS, COST, OR EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) INCURRED IN CONNECTION WITH ANY THIRD-PARTY CLAIM, DEMAND, OR ACTION (“CLAIM”) BROUGHT OR ASSERTED AGAINST ANY OF THE INDEMNIFIED PARTIES, ALLEGING FACTS OR CIRCUMSTANCES THAT WOULD CONSTITUTE A BREACH OF ANY PROVISION OF THE THESE OFFICIAL RULES BY THE STARTUP OR ARISING FROM, RELATED TO, OR CONNECTED WITH YOUR ENTRY, SUBMISSION MATERIALS, PRESENTATION CONTENT AND PARTICIPATION IN ANY WAY IN ANY ASPECT OF THE CONTEST, INCLUDING RECEIPT OF ANY PRIZE. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION PURSUANT TO THIS PROVISION, OKTA MAY, IN OKTA’S SOLE DISCRETION, CONTROL THE DISPOSITION OF ANY CLAIM AT YOUR SOLE COST AND EXPENSE. WITHOUT LIMITATION OF THE FOREGOING, YOU MAY NOT SETTLE, COMPROMISE, OR IN ANY OTHER MANNER DISPOSE OF ANY CLAIM WITHOUT OKTA’S EXPRESS WRITTEN CONSENT.

20. GENERAL TERMS.

20.1 Waiver; Headings; Interpretation. Any failure to enforce any terms of these Official Rules will not constitute a waiver of that provision or limit Okta from enforcing that term later in connection with the Contest. The headings in these Official Rules are inserted for convenience and identification only, and are not intended to describe, interpret, define or limit the scope or intent of these Official Rules for the Contest. By submitting an Entry, each Startup waives any right it may have to claim ambiguity of these Official Rules or any advantage or any impact on interpretation of these Official Rules that may arise from any such ambiguity claim. These Official Rules will be construed by Okta in its sole discretion, its decisions will be binding and final.

20.2. Governing Law and Jurisdictions. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules and/or the rights and obligations of each Startup, and of any related or authorized individual or entity of the Startup, or the rights and obligations of Okta, Contest Judges and anyone involved in administering the Contest will be exclusively governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other country or jurisdiction. Any litigation arising out of, in connection with, or relating to these Official Rules must be filed and pursued exclusively in the State or Federal courts in Wilmington, Delaware, and each Startup participating in the Contest, and any related person or entity, consents to the jurisdiction of and venue in the state or federal courts in Wilmington, Delaware.

21. WINNER’S LIST. 

For a list of prize winners, contact Okta at [email protected] following the conclusion of the Contest.