Professional Services Agreement

THIS OKTA, INC. PROFESSIONAL SERVICES AGREEMENT (“PROFESSIONAL SERVICES AGREEMENT”) GOVERNS THE PROVISION, PURCHASE, AND USE OF THE PROFESSIONAL SERVICES BY CUSTOMER (“YOU”) DIRECTLY FROM OKTA AND THE PROVISION AND USE OF THE PROFESSIONAL SERVICES BY CUSTOMER PURCHASED INDIRECTLY THROUGH AN OKTA PARTNER (AS DEFINED BELOW). 

PURCHASES OF PROFESSIONAL SERVICES THROUGH AN OKTA PARTNER WILL BE PLACED THROUGH A PARTNER SALES AGREEMENT (AS DEFINED BELOW). THE PARTNER SALES AGREEMENT IS BETWEEN CUSTOMER AND THE OKTA PARTNER AND IS NOT BINDING ON OKTA, AND ANY DISPUTES RELATED TO THE PARTNER SALES AGREEMENT SHALL BE HANDLED DIRECTLY BETWEEN CUSTOMER AND THE OKTA PARTNER. 

YOU AGREE THAT THIS PROFESSIONAL SERVICES AGREEMENT IS EQUIVALENT TO ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS OR A GOVERNMENT AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS PROFESSIONAL SERVICES AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS. OKTA PERMITS YOU TO PURCHASE PROFESSIONAL SERVICES ONLY IN ACCORDANCE WITH THE TERMS OF THIS PROFESSIONAL SERVICES AGREEMENT AND THE ORDER FORM(S).

BY SIGNING AN ORDER FORM FOR PROFESSIONAL SERVICES, YOU ARE CONSENTING TO BE BOUND BY THIS PROFESSIONAL SERVICES AGREEMENT, INCLUDING ALL TERMS INCORPORATED BY REFERENCE.  

1. Definitions.

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer entity signing this Professional Services Agreement. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2  “Okta Partner” means an authorized reseller, distributor or other partner of Okta.

1.3 “Order Form” means an ordering document provided to Customer (directly by Okta or indirectly by an Okta Partner in connection with a Partner Sales Agreement (as defined below)) that specifies the Professional Services purchased by Customer or any of its Affiliates under this Professional Services Agreement. Order Forms shall be subject solely to and incorporate by reference the terms of this Professional Serv