Common use of Okta’s Sub-processors Clause in Contracts

Okta’s Sub-processors. Customer has instructed or authorized the use of Sub- processors to assist Okta with respect to the performance of Okta's obligations under the Agreement and Okta agrees to be responsible for the acts or omissions of such Sub-processors to the same extent as Okta would be liable if performing the services of the Sub-processors under the terms of the Agreement. Upon written request of the Customer, Okta will provide to Customer a list of its then-current Sub-processors. Customer acknowledges and agrees that (a) Xxxx’s Affiliates may be retained as Sub-processors; and (b) Okta and Okta’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Service. On Okta’s Agreements webpage (accessible via xxx.xxxx.xxx/xxxxxxxxxx under the “Trust & Compliance Documentation” link), Customer may find a mechanism to subscribe to notifications of new Sub-processors for each applicable Service, to which Customer shall subscribe, and if Customer subscribes, Okta shall provide notification of a new Sub- processor(s) before authorizing any new Sub-processor(s) to process Personal Data in connection with the provision of the applicable Service. In order to exercise its right to object to Okta’s use of a new Sub-processor, Customer shall notify Okta promptly in writing within ten (10) business days after receipt of Okta’s notice in accordance with the mechanism set out above. In the event Customer objects to a new Sub-processor, and that objection is not unreasonable, Okta will use reasonable efforts to make available to Customer a change in the Service or recommend a commercially-reasonable change to Customer’s configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Okta is unable to make available such change within a reasonable time period, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those aspects of the Service which cannot be provided by Okta without the use of the objected-to new Sub-processor by providing written notice to Okta. Okta will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Service. The parties agree that the copies of the Sub-processor agreements that must be provided by Okta to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Okta beforehand; and, that such copies will be provided by Okta, in a manner to be determined in its discretion, only upon request by Customer.

Appears in 9 contracts

Samples: www.okta.com, www.okta.com, www.okta.com

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Okta’s Sub-processors. Customer has instructed or authorized the use of Sub- Sub-processors to assist Okta with respect to the performance of Okta's obligations under the Agreement and Okta agrees to be responsible for the acts or omissions of such Sub-processors to the same extent as Okta would be liable if performing the services of the Sub-processors under the terms of the Agreement. Upon written request of the Customer, Okta will provide to Customer a A list of its then-Okta’s current Sub-processors, including a description of their processing activities and locations, is made available on Okta’s Agreements webpage (accessible via xxx.xxxx.xxx/xxxxxxxxxx under the “Trust & Compliance Documentation” link). Customer acknowledges and agrees that (a) Xxxx’s Affiliates may be retained as Sub-processors; and (b) Okta and Okta’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Service. On Okta’s Agreements webpage (accessible via xxx.xxxx.xxx/xxxxxxxxxx under the “Trust & Compliance Documentation” link), Customer may find a mechanism to subscribe to notifications of new Sub-processors for each applicable Service, to which Customer shall subscribe, and if Customer subscribes, Okta shall provide notification of a new Sub- Sub-processor(s) before authorizing any new Sub-processor(s) to process Personal Data in connection with the provision of the applicable Service. In order to exercise its right to object to Okta’s use of a new Sub-processor, Customer shall notify Okta promptly in writing within ten (10) business days after receipt of Okta’s notice in accordance with the mechanism set out above. In the event Customer objects to a new Sub-Sub- processor, and that objection is not unreasonable, Okta will use reasonable efforts to make available to Customer a change in the Service or recommend a commercially-reasonable change to Customer’s configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Okta is unable to make available such change within a reasonable time period, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those aspects of the Service which cannot be provided by Okta without the use of the objected-to new Sub-processor by providing written notice to Okta. Okta will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Service. Customer acknowledges and agrees that Okta may engage Sub-processors as described in this Section for the fulfilment of Okta’s obligations under Clause 9(a) of the Standard Contractual Clauses. The parties agree that the copies of the Sub-processor agreements that must be provided by Okta to Customer pursuant to Clause 5(j9(c) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Okta beforehandbeforehand to protect business secrets or other confidential information; and, that such copies will be provided by Okta, in a manner to be determined in its discretion, only upon request by Customer.

Appears in 2 contracts

Samples: prighter.com, www.okta.com

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