OKTA, INC.

Okta Sponsorship Terms and Conditions

If your Sponsorship Form for the Event is accepted by Okta, Inc. (“Okta”), Sponsor’s participation is subject to the following Okta Sponsorship terms and conditions (“Agreement”). The benefits associated with each sponsorship level are specified in the Event's sponsorship prospectus (“Prospectus”), which are incorporated by reference into this Agreement.

Subject to acceptance by Okta, this Agreement is between Okta, Inc. and the Sponsor named in the Sponsorship Form (“Sponsor” or “You”) as of the date accepted by Okta (“Effective Date’). By submitting the applicable Sponsorship Form, You are agreeing to be considered by Okta for Sponsorship in the Event. If You are selected for Sponsorship, Okta will notify You via email, confirming Your selection and Your sponsorship level.

1. EVENT SITE AND TIME: The event shall be specified in the applicable Sponsorship Form (“Event”). Event site, date and hours are as specified in the applicable Sponsorship Form. Okta reserves the right to change the site, hours or dates of the Event, including re-scheduling, cancellation or termination of Sponsor’s participation, at its sole discretion. Okta will attempt to notify Sponsor of any such changes as far in advance as possible. Okta will notify Sponsor, in advance of the Event, the dates, times and logistics for load-in, set up, breakdown and load out, to which Sponsor will adhere.

2. SPACE ALLOCATIONS: Okta will assign Event exhibit space based on Sponsor’s sponsorship level and in accordance with Okta's internal booth que policies. If Sponsor’s choice(s) of space/ time are not available; Okta will attempt to assign what it considers to be an appropriate space/time. Okta reserves the right, at its sole discretion, to designate Sponsor space/time or make changes in the location, size, layout, arrangement, time and display limits of Sponsor. Distribution of marketing materials outside Your exhibit space is strictly prohibited.

3. EXHIBIT TERMS: Sponsor agrees to abide by any venue rules and regulations, the Okta Event rules and regulations and the code of conduct, which Sponsor hereby acknowledges receiving and which are incorporated by reference into this Agreement.

4. SPONSOR MATERIALS: Any promotional and/or presentation materials to be provided by Sponsor in connection with this Agreement (e.g., slideshows for presentations, advertisements for conference publications) will be provided in a manner and format designated by Okta. Sponsor’s materials are subject to Okta’s approval. Sponsor grants Okta the right to use Sponsor’s trademarks to promote Sponsor’s participation in and sponsorship of the Event. Any such use shall be in compliance with Sponsor’s relevant trademark or corporate identity guidelines, provided that Sponsor will provide any such guidelines upon execution of this Agreement, and all goodwill shall inure to the benefit of Sponsor. Okta is not granted any other rights to Sponsor’s trademarks, and acknowledges that it shall not gain any proprietary interest in Sponsor’s trademarks.

5. NO ENDORSEMENT: Sponsor will not state or imply that its products or services are endorsed by Okta and no approval by Okta of any of Sponsor’s content or participation in the Event will be deemed an endorsement.

6. SPONSORSHIP FEE: The fees for Event sponsorship (“Fee”) is designated on the Sponsorship Form. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). All other expenses are the responsibility of Sponsor. All Fees paid hereunder are non-refundable except as expressly provided herein.

7. CANCELLATION BY SPONSOR: If Sponsor wishes to cancel all or part of this Agreement, Sponsor must send notice of cancellation in writing to Okta, Attention: Okta Sponsorship, 100 1st Street, Suite 600 San Francisco, CA 94105 via certified mail, return receipt requested accompanied by payment of the amounts indicated below (plus applicable taxes). If Sponsor cancels 180 days before the Event, Sponsor will be liable for 50% of the Fee. If Sponsor cancels 90 days before the Event, Sponsor will be liable for 75% of the Fee and if Sponsor cancels within a period less than 90 days before the Event, Sponsor will be liable for 100% of the Fee. Sponsor’s failure to occupy its Event space at the commencement of the Event will constitute cancellation by Sponsor, for which Sponsor will be liable for 100% of the Fee. The parties agree that the amounts included in this Cancellation clause are reasonable estimates of the losses that would be incurred by Okta and factor in Okta’s ability to mitigate its losses through resale.

Okta reserves the right to cancel the Event, or any portion thereof, for any reason at any time upon written notice to Sponsor. Okta may immediately upon written notice to Sponsor terminate this Agreement, in whole or in part, including Sponsor’s Sponsorship, with or without cause. Upon cancellation of the Event or termination by Okta for cause, including, without limitation, Sponsor’s breach of this Agreement or Sponsor’s failure to pay the Fee in full, Sponsor will not be entitled to, and Okta will not pay Sponsor, any refund of any Fee. In the event of any termination by Okta without cause, Okta’s sole liability to Sponsor, and Sponsor’s exclusive remedy, will be a refund of the Fee pre-paid prior to notice of such termination.

8. LIMITATION OF LIABILITY: Neither Okta, the owners of the Event venue, or Sponsor will be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data, or use, nor any punitive damages, incurred by the other party, whether in an action in contract or tort, even if advised of the possibility of such damages. Okta’s liability for damages under this Agreement will in no event exceed the amount of Fees paid by Sponsor under this Agreement.

9. WARRANTY: Sponsor warrants that it has the authority to enter into this Agreement; and that its participation in the Event will not violate any other agreement or understanding between Sponsor and a third party. In the event that Sponsor receives personal information (as defined under applicable law) from individuals at or through this Event or as part of sponsorship, Sponsor warrants it shall provide adequate notice and obtain consent, when legally required, for its collection, use, and sharing of such personal information. Sponsor warrants it will: (i) comply with applicable law in its use of the personal information (including CAN-SPAM and other data protection laws and regulations); (ii) maintain reasonable security measures to protect the personal information; and (iii) to the extent legally permitted, Sponsor shall take reasonable steps to assist Okta with its requirements to respond to individual rights requests under applicable data protection laws and regulations. Sponsor further covenants to not “sell” (as defined under the California Consumer Act of 2018, as amended) any personal information received at or through the Event or otherwise from its sponsorship.

10. INDEMNIFICATION: Sponsor will defend, indemnify and hold Okta harmless for and from any alleged or actual claim for any costs, losses, or fines, penalties, or expenses (including reasonable attorneys’ fees) arising from or related to: (1) any damages to real or personal property, or personal injury to any person, directly or indirectly caused by Sponsor or Sponsor’s employee or contractor in connection with the Event; (2) any failure to comply with any applicable federal, state, and local laws and regulations related to the collection, use, sharing, disclosure and storage of personal information; and (3) any claim that Okta’s use of any content provided by Sponsor for the Event infringes or misappropriates any third party’s intellectual property, publicity, privacy, confidentiality or other right.

11. CONFIDENTIALITY: This Agreement, its terms and the Event are each confidential until publicly announced by Okta. You may not disclose the existence of this Agreement or the terms of this Agreement to any third party without Okta’s prior written consent. You hereby authorize Okta to provide Sponsor’s contact information including address, phone number, fax number and contact person information to the Okta events and marketing team, and any Okta vendor contracted to conduct work for this Event, as well as to the venue owner and its employees, agents and contractors.

12. INSURANCE: Sponsor will maintain insurance sufficient to cover any claims or liabilities which may reasonably arise out of or relate to its obligations under this Agreement and will provide evidence of such insurance upon request.

13. 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 ventures or partners for any purpose.

14. NO ASSIGNMENT: The rights granted by this Agreement are personal in nature. Sponsor may not assign this Agreement to any third party without the written consent of Okta.

15. CONTROLLING LAW: This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related 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.

16. ENTIRE AGREEMENT: This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.