Terms & Conditions
ATTENTION! ONCE YOU CLICK THE "I AGREE" BUTTON DISPLAYED HEREWITH, THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING EITHER UPON YOU PERSONALLY, IF YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR UPON THE COMPANY OR OTHER LEGAL ENTITY ON BEHALF OF WHICH YOU ARE ACTING (COLLECTIVELY HEREINAFTER "YOU"). YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT GOVERNING THE OKTA APPLICATION NETWORK PROGRAM BEFORE CLICKING "I AGREE”.
BY CLICKING "I AGREE" YOU ARE REPRESENTING THAT (1) YOU HAVE SUBMITTED TRUE AND COMPLETE INFORMATION IN CONNECTION WITH YOUR APPLICATION AND (2) YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF OR THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO ENTER INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU MUST CLICK "I DECLINE" AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE OKTA APPLICATION NETWORK PROGRAM.
Okta Application Network Agreement
This Application Network Agreement ("Agreement") is entered into, as of the date on which You click the "I Agree" button displayed herewith, between You and Okta, Inc., a Delaware corporation ("Okta"), locates at 300 Brannan Street, Suite 300, San Francisco, California 94107. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
The effectiveness of this Agreement is subject to Okta's approval in writing (via mail, fax or e-mail) of Your application for participation in the Okta Application Network Program ("Approval"), and this Agreement shall commence on the date of the Approval ("Effective Date"). Okta may reject or decline to accept Your application for any or no reason at its sole discretion. Okta may conduct background checks and other screening measures of any sort in connection with your application.
- Purpose. Whereas, Okta provides on-line, web-based identity and access management cloud services (“Okta Service”) and You provide the software, software-as-a-service, and/or mobile applications identified in Your application, the parties wish to develop, configure, test and make available to joint customers of the parties (“Joint Customers”) an integration between Okta Services and the Your Product(s) (each, a “Connector”). Upon Okta’s testing and verification of the Connector, Okta shall appoint You as a verified member of the Okta Application Network (“OAN”).
- Okta Application Network (“OAN”) Program Description. The Okta OTA Program description describes further the program and supplements the terms of this Agreement. As the OAN Program evolves, Okta will update the OAN Program description.
- License to Okta for Verification. To enable Okta to verify Connector integration to Your Products, You: (i) grant to Okta a nonexclusive, nontransferable, royalty-free, worldwide license and access to use Your Product APIs, including updates thereto, and related documentation, and (ii) will, during the term of the Agreement, make available to Okta, at no charge, access to a developer account and/or sandbox instance of Your Product, solely for development, configuration, testing and support of the Connector(s). In the event You update Your Product APIs during the Term of this Agreement, You will provide Okta with such updated APIs and any related documentation. You will use commercially reasonable efforts to do so at least ninety (90) days before it implements such updated APIs in Your Product(s). In the event You update Your Products during the Term in a manner that could potentially impact the Connector, You will provide Okta with notice and with access to such updates as soon as possible, and in any event no later than upon You first making such updates available to its customers.
- License to You for Testing. To enable You to test the Connector, Okta grants to You, during the term of this Agreement and at no charge, access to a developer account and/or sandbox instance of the Okta Service, solely for testing and support of the Connector(s).
- Verified OAN Partner. Upon completion of testing and verification of the Connector, Okta will include Your Product(s) and the Connector in the Okta Application Network (“OAN”), and will use commercially reasonable efforts to promote You and the Connector, in applicable marketing collateral and events, as a “Verified OAN Partner”. You may use the logo “Verified OAN Partner” in applicable marketing collateral and events upon Okta’s verification of the Connector.
- Primary Contacts. Your primary contacts for (i) technical support, (ii) business, and (iii) contract administration are listed on Your application. You may change these contacts at any time upon written notice to Okta.
- Technical and Support Escalation. You shall appoint and make available via phone and email a Technical support manager in order for Okta to develop, configure, and/or test the Connector. Additionally, You shall appoint and make available a support escalation primary contact to address technical support to Joint Customers related to the Connector. Further, upon request, You agree to meet with Okta on no more than a quarterly basis, to review the status of the Connector integration and/or Joint Customer escalations in relation to the Connector integration.
- Title. Except for the rights expressly granted under this Agreement, neither party will acquire any rights, title, and interest in and to any of the intellectual property belonging to the other party. Without limiting the foregoing, as between the parties, Okta shall own all right, title and interest in and to the Okta Services, Okta Marks, and all documentation, training, sales, marketing and other materials supplied by Okta, including any feedback, recommendations, improvements, modifications, and enhancements to them, and You shall own all right, title and interest in and to Your Product(s), Your Marks, and all documentation, training, sales, marketing and other materials supplied by You, including any feedback, recommendations, improvements, modifications, and enhancements to them.
2. TRADEMARKS; PUBLICITY; MARKETING
- Trademarks. Each party grants to the other party the non-exclusive, non-sublicenseable, non-transferable, worldwide right to use, display, reproduce and distribute its trademarks (“Trademarks”) solely in connection with the promoting of the mark owner’s products and services, the Connector, and the technology alliance relationship pursuant to this Agreement. Each party shall use the Trademarks in accordance with the trademark owner’s published trademark usage guidelines. Each party agrees to cooperate with the trademark owner in facilitating monitoring and control of the nature and quality of the trademark owner’s products, services and Connector and related marketing materials and to supply the other party with specimens of use of the Trademarks upon request, and to comply with any instructions of the trademark owner in relation to Trademark use. All use of the Trademarks by the other party (including any goodwill associated therewith) shall inure to the benefit of the party that owns such Trademarks.
- Publicity. Okta hereby grants You the right to list Okta as a partner on its website. Any content related to Okta shall be subject to Okta’s prior written approval. You hereby grant Okta the right to list You as a partner on its website. Neither party shall issue a press release concerning this Agreement or its activities hereunder without the other party’s prior review and written consent, provided, however, each party shall have the right to issue a press release announcing Your membership in the Okta Application Network Program, subject to the other party’s advance review and written approval of the content of such press release(s), such consent not to be unreasonably withheld or delayed.
- PRODUCTS AND SERVICES ARE PROVIDED AS IS WITH NO WARRANTY. OKTA AND YOU HEREBY DISCLAIM ANY WARRANTIES REALTING TO ITS OR THEIR PRODUCTS AND SERVICES, OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
4. TERM AND TERMINATION
- Term. This Agreement will commence on the Effective Date and will continue for a term of one (1) year, unless sooner terminated in accordance with this Section 4. This Agreement will automatically renew for successive one (1) year terms unless terminated by either party upon no less than thirty (30) days written notice prior to the termination of the initial or any renewal term.
- Termination. Either party may terminate this Agreement at any time, for any reason or no reason, upon thirty (30) days’ prior written notice to the other party. This Agreement may be terminated for material breach of any provision of this Agreement by either party, provided that written notice of the breach has been given to the breaching party and the breaching party has not cured the breach within thirty (30) days after delivery of the notice. In the event of any termination or expiration of this Agreement, all rights and licenses granted under this Agreement shall terminate immediately. The provisions of Sections 1.6, 3, 4, 5, 6, and 7 will survive expiration or termination of this Agreement. Expiration or termination shall be without prejudice to the accrued rights and liabilities of the parties.
5. CONFIDENTIAL INFORMATION.
- As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), Your technology, the Okta technology, related bench mark or other similar test results, other technology and technical information, security information, security audit reports, product designs, business and marketing plans, and business processes. Confidential Information shall not include, or shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Receiving Party; (c) were rightfully known to the Receiving Party prior to its receipt thereof from the Disclosing Party; (d) are or were disclosed by the Disclosing Party generally without restriction on disclosure; (e) the Receiving Party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Receiving Party as shown by documents and other competent evidence in the Receiving Party’s possession. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance.
6. LIMITATION OF LIABILITY.
- OTHER THAN FOR LIABILITY FOR (I) BREACH OF SECTION 5 (CONFIDNETIALITY) OR A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS: (I) EACH PARTY’S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED $500, AND (II) NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- Governing Law. The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. This Agreement will be governed by the laws of the State of California, without regard to conflict of law principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for resolution of any disputes arising out of this Agreement.
- Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You or Okta without the other party’s prior written consent which shall not be unreasonable withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety, upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
- Equitable Relief. Notwithstanding Section 7.1, due to the unique nature of the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.
- Export Control. You understand and acknowledge that Okta is subject to regulation by agencies of the United States, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Okta to provide any technical information or assistance shall be subject in all respects to such laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including without limitation the U.S. Export administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the U.S. Department of Commerce, Bureau of Export Administration. You agree to cooperate with Okta including without limitation, providing required documentation, in order to obtain export licenses or exemptions therefrom. You warrant that it will comply with the U.S. Export Administration Regulations and other U.S. and foreign laws and regulations governing exports and imports in effect from time to time.
- Notices. Any notice under this Agreement must be in writ¬ing and either delivered in person, sent by fax, or first class mail (if within the United States) or sent by air courier to the address set forth on page 1, with a copy of the notice to the contact for Contract/Legal issues. Notices will be consi¬dered to have been given at the time of actual delivery in person or by fax, five (5) business days after deposit in the mail, or two business (2) days after delivery to an air courier service.
- Relationship of the Parties. The relationship of Okta and You established by this Agreement is that of independent contractors. Nothing contained herein shall constitute either party the agent of the other party, or otherwise grant either party the authority to bind the other party to any obligation, or constitute the parties as partners or joint venturers and neither party shall hold itself out as being an agent, having such authority, or being a partner or joint venturer of the other.
- Costs & Expenses. Unless mutually agreed by the parties in writing, each party shall be responsible for all of its costs and expenses incurred in the performance of its obligations under this Agreement. Each party shall be responsible to pay all taxes, including sales, use, excise, value added and employee withholding taxes of any jurisdiction that may be assessed or imposed on them as a result of this Agreement or otherwise.
- Severability. If any portion of this Agreement (including without limitation the prohibition on de-compiling or reverse engineering) is held to be unenforceable, the remainder of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.
- Entire Agreement. The terms and conditions of this Agreement constitute the entire Agreement between the parties and supersede all previous agreements, whether oral or written, between the parties with respect to the subject matter hereof. No amendment or waiver of this Agreement will be binding unless it has been agreed to in writing by both parties. Any such additional or conflicting terms and conditions on any purchase order, acknowledgement or other business form are hereby rejected by Okta.