OKTA, Inc.
SERVICES LICENSE AGREEMENT
PLEASE READ THIS SERVICES LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY OKTA, INC. (“OKTA”). BY USING THE SERVICES IN ANY MANNER OR BY SIGNING THE ORDER FORM TO WHICH THIS SERVICES LICENSE AGREEMENT IS ATTACHED (AS APPLICABLE) YOU AND THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. USE OF OKTA’S SERVICES IS EXPRESSLY CONDITIONED UPON CUSTOMER’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.
- Use of Services and Software License; Restrictions. During the Term (as defined below) and subject to compliance with the provisions of this Agreement, Okta grants to Customer a personal, nonsublicensable, nonexclusive license to access the “Services” (meaning Okta’s software integration and management services, including the services provided through www.okta.com, any Software (defined below), and any related materials provided by Okta for Customer’s use as part of the Services, as may be further set forth on an Order Form (as defined below)) in accordance with the documentation supplied by Okta, solely for Customer’s internal business purposes. Any plug-ins, agents, administrative code or other software obtained by Customer in connection with Services (whether downloaded by an administrator, end user or otherwise) (“Software”) is deemed to be a part of the Services and is subject to all the disclaimers, limitations and restrictions herein relating to the Services. During the Term, and subject to compliance with the terms of this Agreement, Okta grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to allow its employees and contractors (who are bound by obligations and restrictions consistent with this Agreement) to use the Software solely in connection with use of the Services; Customer shall be responsible for any non-compliance by its employees or contractors. CUSTOMER ACKNOWLEDGES THAT CERTAIN SOFTWARE PROVIDED HEREUNDER MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD AND/OR USE INCONSISTENT WITH THIS AGREEMENT. Customer will not reproduce, modify, translate, or create derivative works of the Services, any underlying ideas, technology, or related Software, or any portion thereof. Customer shall not copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, encumber rights to, or allow access to the Services, Software or any part thereof or use them for the benefit of any third party. Customer shall not reverse assemble, reverse compile or reverse engineer any Software or the Services, or otherwise attempt to discover any such Software source code, object code, or underlying Proprietary Information (as that term is defined below). Customer shall not remove or otherwise alter any proprietary notices or labels from the Services, Software or any portion thereof. If the Customer is an agency, department, or other entity of any government, (i) the use, duplication, reproduction, release, modification, disclosure, or transfer of this product, or any related documentation of any kind, including technical data, software, and manuals, will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement, and (ii) no rights other than those provided hereunder are conferred. This product was developed fully at private expense.
- Security; Service Levels; Support.
- Generally. Okta shall: (i) not use, modify or disclose to anyone any electronic data or information submitted by Customer to the Services (“Customer Data”); (ii) use its reasonable commercial efforts to maintain the security and integrity of the Services and the Customer Data; and (iii) provide support for the Services to Customer.
- Service Levels. Okta will provide Customer with 99.9% availability to the Services. This availability will be
measured on a quarterly basis as defined below. If the Services are unavailable to Customer due to defects with the Services beyond the 99.9% quarterly availability metric, then, as Customer’s sole remedy (and Okta’s sole liability), Okta will provide Customer a credit for the subsequent Service billing cycle as follows:
| Availability |
Credit |
| 98.5% – 99.8% |
5% |
| 97% - 98.4% |
10% |
| < 97% |
20% |
In order to receive downtime credit, Customer must notify Okta in writing to Secondary Contact within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. If Customer elects not to renew the Agreement, such that the above credit cannot be applied, Customer will have the option to receive up to one free month of Service as its sole remedy in lieu of such credit. Notwithstanding anything in this Agreement to the contrary, Okta’s obligations under this Section 2 shall not apply during the Evaluation Period (as defined below). Further, any downtime resulting from outages of third party connections or utilities or other reason beyond Okta’s reasonable control will also be excluded from any uptime calculation.
- Emergency Maintenance. Okta may at times perform emergency maintenance for which Okta will use commercially reasonable efforts to notify Customer at least twenty-four (24) hours in advance.
- Incident Detection. In the event that a Service-affecting issue is detected by Okta or reported by Customer, Okta shall categorize the Priority Level pursuant to the criteria below, in Okta’s reasonable discretion.
- “Priority One” indicates a Service failure or severe degradation. Customer is unable to access any business resources.
- Examples: Service is down and not accessible by users; Service is slowed to such a degree that multiple users cannot log in, resulting in consistent “page not found errors” or similar.
- “Priority Two” indicates a partial Service failure or mild degradation. Customer is able to access some but not all business resources.
- Examples: Customer lacks write-access to the administrative feature of the Service (excluding regularly scheduled Service upgrades); Users can access the Service, but access is slow, sometimes resulting in “page not found” messages or similar, with access functioning as expected upon page refresh.
- “Priority Three” indicates minor Service impact. Customer is able to access almost all business resources.
- Examples: Non-critical individual third party applications such as “personal email” are not accessible by all users; One user is not able to access a business application; Customer is unable to successfully integrate a new business application with the Service.
- “Priority Four” indicates no Service impact. Customer can access all business resources.
- Examples: Service feature enhancement requests.
Okta will use commercially reasonable efforts to adhere to the following response times pursuant to the Service Level Package indicated on the Customer Order Form (Premier or Basic):
Response Times for Services
Premier
| Priority Level |
First Response |
Subsequent Updates |
| 1 |
2 hours |
2 hours |
| 2 |
8 hours |
1 business day |
| 3 |
1 business day |
2 business days |
| 4 |
3 business days |
As needed |
Basic
| Priority Level |
First Response |
Subsequent Updates |
| 1 |
1 business day |
1 business day |
| 2 |
2 business days |
2 business days |
| 3 |
3 business days |
3 business days |
| 4 |
5 business days |
As needed |
- Escalation Contacts.
Okta Contacts
| Contact Type |
|
|
|
|
|
| Web (24 X 7) |
|
|
|
|
|
| Primary (12 X 5) |
|
|
|
|
|
Secondary
(24 X 7) |
|
|
|
|
|
| Tertiary (24 X 7) |
|
|
|
|
|
| Executive Contact |
|
|
|
|
|
Customer Contacts
| Contact Type |
Title |
Name |
Email / URL |
Phone |
Pager or Cell |
| Primary |
|
|
|
|
|
| Secondary (24 X 7) |
|
|
|
|
|
| Tertiary (24 X 7) |
|
|
|
|
|
| Executive Contact |
|
|
|
|
|
- Confidentiality; Ownership. Customer acknowledges that, in the course of using the Services and performing its duties under this Agreement, it may obtain, learn or develop information relating to the Services, Software and/or to Okta (“Proprietary Information”), including, but not limited to, the existence of the Services, code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, any information or reports under Section 2 of this Agreement, analysis and performance information, and other technical, business, product, marketing and financial information, plans and data. During and after the term of this Agreement, Customer shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Proprietary Information, unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Customer, its officers, directors, employees or agents. Customer will not remove or export the Services or any Proprietary Information or any direct product thereof from the United States. Except for the rights expressly granted under this Agreement, Okta retains all right, title, and interest in and to the Services and Software (and all other products, works, and other intellectual property created, used, or provided by Okta for the purposes of this Agreement). Okta shall be permitted to exploit all data generated by or on behalf of it in connection with the Services and to provide such data to third parties, so long as such data is presented in the aggregate and can in no way be linked specifically to Customer. Customer shall, and hereby does, grant Okta a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its users relating to the operation of the Service.
- Fees. Following the Evaluation Period (as defined below), Customer shall pay Okta the applicable fees (“Fees”) set forth on the Order Form (as defined below) in accordance with the terms and conditions set forth on such Order Form. If not otherwise specified, Fees will be due within thirty (30) days of invoice. All Fees paid to Okta hereunder are nonrefundable.
- Warranty Disclaimer. The parties acknowledge that the Services are provided “AS IS”. EXCEPT FOR THE ANY EXPRESS WARRANTIES SET FORTH HEREIN, OKTA AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER OKTA NOR ITS SUPPLIERS MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR-FREE OR AVAILABLE AT ANY GIVEN TIME.
- Limitation of Remedies and Damages. NEITHER OKTA NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, (D) FOR AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE FEES PAID TO OKTA HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR $100, WHICHEVER IS GREATER, OR (E) FOR ANY MATTER BEYOND OKTA’S OR ITS SUPPLIERS’ REASONABLE CONTROL.
- Indemnification. Except for claims arising during the Evaluation Period as provided in Section 9 Okta will indemnify, defend and hold Customer, its affiliates, officers, directors, consultants and employees harmless from any and all amounts actually paid to third parties in connection with claims, liabilities, damages and/or costs (including but not limited to, reasonable attorneys’ fees) relating to any claim that the Service, as provided by Okta to Customer under this Agreement and used within the scope of this Agreement, infringes or misappropriates any U.S. patent or copyright of any third party (each, an “Infringement Claim”), provided that Customer: (a) notifies Okta in writing within thirty (30) calendar days of receipt of the Infringement Claim; (b) grants Okta sole control of the defense and settlement of the Infringement Claim; and (c) provides Okta, at Okta’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Infringement Claim. In the event of any such Infringement Claim, Okta may, at its option: (i) obtain a license to permit Customer the ability to continue using the Service; (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (C) terminate this Agreement as to the infringing Services and refund to Customer any prepaid fees for any then undelivered Services hereunder. Notwithstanding the foregoing, Okta will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than Okta or its agents; (2) the combination, operation or use of the Service with equipment, devices, data or software not provided or approved by Okta; (3) Customer’s failure to use updated or modified versions of the Service provided by Okta to avoid a claim; (4) Okta’s compliance with any specifications or requirements provided by Customer; or (5) Customer’s use of the Service other than in accordance with this Agreement. Customer shall indemnify and hold harmless Okta from any Infringement Claim relating to any of the exclusions set forth in the previous sentence. The indemnification obligations set forth in this Section 7 are Okta’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind. are Okta’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind.
- No Endorsement. NO ENDORSEMENT OF OR PARTICIPATION BY ANY THIRD PARTY SHOULD BE INFERRED DUE TO ANY REFERENCE TO THAT THIRD PARTY OR INCLUSION OF DATA RELATING TO THAT THIRD PARTY IN CONNECTION WITH THE SERVICE. The Service may allow Customer to interface with a variety of third party software and services obtained separately by Customer (“Third Party Services”). Okta is not responsible for the operation or functionality of such Third Party Services. While Okta may, in its sole discretion, customize the Service to interoperate with various Third Party Services, (i) Okta cannot and does not guarantee that the Service shall interoperate (or continue to interoperate) with any particular Third Party Service, and (ii) Okta’s support obligations set forth in Section 2 hereof shall not extend to any Third Party Services.
- Term; Termination. This Agreement shall commence upon Customer’s first use of the Services, and shall terminate after a period of thirty (30) days (the “Evaluation Period”), unless renewed or extended in a writing signed by both Customer and Okta providing for payment of fees for continued access to the Service (an “Order Form”); provided that if an Order Form is not signed within such period, Okta may extend the length of the Evaluation Period in its sole discretion. The execution of an Order Form shall end the Evaluation Period, and thereafter this Agreement shall continue for the term specified in such Order Form unless earlier terminated in accordance herewith (such term, including the Evaluation Period, the “Term”). Notwithstanding anything in this Agreement to the contrary, the provisions of Section 2 (“Security; Support; Service Levels”), and 8 (“Indemnification”) of this Agreement shall not apply during the Evaluation Period. If Customer is in material breach of this Agreement: Okta reserves the right to immediately suspend access to the Services until such breach is materially cured. Either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not materially cure such breach within thirty (30) days of such notice. Upon termination, the rights and licenses granted to Customer hereunder shall terminate and Customer shall immediately return anything Customer has obtained in connection with the Services, together with any and all documents, notes and other materials respecting the Services to Okta, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect. The Services may incorporate functions that render the Services inoperable after the expiration of the Evaluation Period.
- Non-Solicitation. For the term of this Agreement and for one (1) year thereafter, Customer shall not encourage or solicit any employee or consultant of Okta to leave Okta for any reason.
- Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer, and any such attempted assignment or transfer shall be void and without effect. Okta may freely assign its rights and obligations under this Agreement and transfer this Agreement without consent.
- Controlling Law, Attorneys’ Fee and Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California. With respect to all disputes arising in relation to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto and related to the subject matter hereof are expressly canceled. Any modifications of this Agreement must be in writing and signed by both parties hereto.
- Equitable Relief. Customer acknowledges and agrees that due to the unique nature of Okta’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Customer or third parties to unfairly compete with Okta resulting in irreparable harm to Okta, and therefore, that upon any such breach or threat thereof, Okta shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law (without the requirement of posting a bond).
- Independent Contractors. The parties shall be independent contractors under this Agreement, 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.
- Notices. All notices hereunder shall be in writing via certified mail, return receipt requested or by confirmed fax, and shall be deemed to have been duly given upon (i) personal delivery, (ii) five (5) days after sending, if sent by domestic mail; (iii) seven (7) days after sending, if sent by international mail; (iv) two (2) days after deposit with a recognized courier with next-day delivery instructions; or (v) upon confirmation of transmission, if sent by confirmed fax, in each case to the address or fax number set forth on the order form.
- Miscellaneous. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. A facsimile, PDF or any other type of copy of an executed version of this Agreement signed by a party is binding upon the signing party to the same extent as the original of the signed Agreement.
