Contract terms

TermWhat the agreement saysClauseAgreementSource
Auto-renewalOkta (vendor agreement)Subscriptions renew automatically for additional terms equal to the expiring term unless a party gives notice of non-renewal
Note"subscriptions to the Service will automatically renew for additional terms equal to the expiring Term", subject to Okta giving reasonable advance notice of the upcoming auto-renewal
MSA 11.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Notice periodOkta (vendor agreement)At least 30 days before the end of the then-current term
Note"unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term"
MSA 11.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Payment termsOkta (vendor agreement)Fees are due within 30 days of the invoice date unless the order form says otherwise
Note"If not otherwise specified in an Order Form, all Fees will be due within thirty (30) days of the invoice date"
MSA 6.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Payment termsOkta (vendor agreement)Fees paid and payable are non-cancelable and non-refundable except where the agreement provides otherwiseMSA 6.1Okta Master Subscription Agreement MSAQ1FY26source [6]
SuspensionOkta (vendor agreement)On late payment Okta may suspend the service on 15 days written notice until the amounts are paid in full
NoteApplies to fees due to Okta or an Okta Partner; Okta may choose not to suspend while the customer disputes the charge reasonably and in good faith
MSA 6.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Late payment interestOkta (vendor agreement)Lesser of 1.5% per month or the maximum rate permitted by law, until all amounts due are paid
NoteOnly on fees due to Okta; Okta may choose not to charge interest while the customer disputes the charge reasonably and in good faith
MSA 6.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Termination for breachOkta (vendor agreement)Either party may terminate for a material breach left uncured for 30 days after notice, or immediately on the other party's insolvencyMSA 11.2Okta Master Subscription Agreement MSAQ1FY26source [6]
Termination for breachOkta (vendor agreement)Termination by the customer for Okta's uncured breach earns a pro-rata refund of prepaid fees for the rest of the term
NoteAlso covers prepaid professional services fees for services not yet delivered
MSA 11.2Okta Master Subscription Agreement MSAQ1FY26source [6]
OtherOkta (vendor agreement)Bought through an Okta Partner, the commercial terms sit in a separate agreement with that partner and the fees are paid to the partner, not to OktaMSA 6.4Okta Master Subscription Agreement MSAQ1FY26source [6]
OtherOkta (vendor agreement)Some services carry extra terms from the Software Order Form Supplements and the Product Subscription Reference Guide, which also sets the user counts an order form must followMSA 1.21 and 12.7Okta Master Subscription Agreement MSAQ1FY26source [6]
Public-sector carve-outOkta (vendor agreement)Service is supplied to U.S. government end users as a Commercial Item with restricted rights under 48 C.F.R. 2.101, 12.211 and 12.212
NoteRights beyond those customarily given to the public need a negotiated written addendum
MSA 12.9Okta Master Subscription Agreement MSAQ1FY26source [6]
Public-sector carve-outOkta (vendor agreement)U.S. federal and state, local and public-education customers get an addendum whose terms take precedence over conflicting agreement terms where law requiresU.S. Government Addendum, preambleOkta U.S. Government Addendum to the MSA, dated 2022-08source [7]
Public-sector carve-outOkta (vendor agreement)Confidential information, including the agreement's pricing, may be disclosed under FOIA and state public-disclosure laws after written notice to OktaU.S. Government Addendum 2Okta U.S. Government Addendum to the MSA, dated 2022-08source [7]
Public-sector carve-outOkta (vendor agreement)Terms requiring the customer to indemnify Okta are void where law bars the government customer from indemnifyingU.S. Government Addendum 5(a)Okta U.S. Government Addendum to the MSA, dated 2022-08source [7]
Public-sector carve-outOkta (vendor agreement)Federal disputes are governed by U.S. federal law; SLED disputes by the law and courts of the customer's own state
NoteClauses requiring the customer to pay Okta's attorneys' fees are deleted
U.S. Government Addendum 6(a) and 6(b)Okta U.S. Government Addendum to the MSA, dated 2022-08source [7]
Liability capOkta (vendor agreement)Each party's aggregate liability is capped at the total amount paid and payable for the Services giving rise to the liability in the 12 months preceding the most recent incident
Note"TWELVE (12)-MONTH PERIOD PRECEDING THE MOST RECENT INCIDENT"; Section 8.2 excludes indirect and consequential damages
MSA 8.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Liability capOkta (vendor agreement)Liability for indemnification obligations under Section 9 is capped at three times the 12-month amount paid and payable
Note"SHALL ... EXCEED THREE TIMES THE TOTAL AMOUNT PAID AND PAYABLE"
MSA 8.1Okta Master Subscription Agreement MSAQ1FY26source [6]
Liability capOkta (vendor agreement)For free trials and free services, Okta's liability is capped at US$1,000
NoteApplies only to free or trial use
MSA 12.11(d)Okta Master Subscription Agreement MSAQ1FY26source [6]
Governing lawOkta (vendor agreement)California law; exclusive jurisdiction and venue in the state and federal courts of San Francisco
NoteExcludes conflict-of-laws rules and the UN Convention on the International Sale of Goods; the prevailing party recovers attorneys' fees
MSA 12.2Okta Master Subscription Agreement MSAQ1FY26source [6]
TaxesOkta (vendor agreement)The customer pays all taxes on its purchases except taxes on Okta's net income or property, unless it provides a valid exemption certificate
Note"responsible for paying all Taxes associated with its purchases hereunder"
MSA 6.3Okta Master Subscription Agreement MSAQ1FY26source [6]
Changes to the agreementOkta (vendor agreement)Okta may update the Documentation and terms posted at URLs; material Documentation changes are notified through release notes
NoteUpdates may not materially diminish support (2.1(b)) or materially decrease functionality or security (7.1(a))
MSA 1.4 and 12.13Okta Master Subscription Agreement MSAQ1FY26source [6]
SuspensionOkta (vendor agreement)Okta may suspend immediately when use in breach threatens the security, integrity or availability of the Service, after reasonable efforts to give notice and a chance to remedy
NoteSeparate from the non-payment suspension in 6.1
MSA 2.2(b)Okta Master Subscription Agreement MSAQ1FY26source [6]
RefundsOkta (vendor agreement)Prepaid fees for the unused remainder of the term are refunded pro rata when the customer terminates for a non-conforming Service or Okta terminates over infringement
NoteNo refund right is stated for other cases
MSA 7.1(a) and 9.1(c)Okta Master Subscription Agreement MSAQ1FY26source [6]
Termination for breachOkta (vendor agreement)Either party may terminate immediately by written notice if the other becomes subject to a bankruptcy petition or any insolvency, receivership, liquidation or assignment-for-creditors proceedingMSA 11.2(b)Okta Master Subscription Agreement MSAQ1FY26source [6]
OtherOkta (vendor agreement)Order of precedence on conflict: the Order Form first, then the agreement, then the Documentation; terms in the customer's purchase order or other ordering documents are voidMSA 12.13Okta Master Subscription Agreement MSAQ1FY26source [6]
OtherOkta (vendor agreement)Termination for any reason other than for Okta's uncured breach, a non-conforming Service, the DPA's Section 9.3 or Okta's infringement termination does not relieve the customer of paying all future amounts due under its order forms
Note"shall not relieve Customer of the obligation to pay all future amounts due under all applicable Order Forms"
MSA 11.3Okta Master Subscription Agreement MSAQ1FY26source [6]
OtherOkta (vendor agreement)Free trials are provided for evaluation free of charge until the earlier of the end of the agreed trial period, the start of a paid subscription for that service, or termination by Okta at its sole discretion; the period may be extended by mutual agreement
NoteOkta may modify or terminate Free Trial Services at any time without notice
MSA 12.11(b)Okta Master Subscription Agreement MSAQ1FY26source [6]
OtherOkta (vendor agreement)Free trial services are provided as is, with no warranty or indemnity; the customer is fully liable for damages its trial users cause and trial data may be permanently lost when the trial endsMSA 12.11(d)Okta Master Subscription Agreement MSAQ1FY26source [6]

Price changes

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Sources

Version 5, updated 16 Oct 2026 (7 days ago) JSON Report an error