OKTA INTEGRATOR FREE PLAN SUBSCRIPTION AGREEMENT

PLEASE READ THIS INTEGRATOR FREE PLAN SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE INTEGRATOR FREE PLAN OFFERED BY OKTA, INC. OR ITS AFFILIATES (“OKTA”). THE TERMS OF THIS AGREEMENT GOVERN YOUR USE OF OKTA’S INTEGRATOR FREE PLAN. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE OKTA’S INTEGRATOR FREE PLAN. BY CREATING A DEVELOPER ACCOUNT, ACCEPTING THESE TERMS IN ANY FASHION, USING OKTA’S INTEGRATOR FREE PLAN IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT (“INTEGRATOR”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE INTEGRATOR FREE PLAN.

1. Definitions. Capitalized words and phrases not defined in this Agreement shall have the meaning ascribed to them in Okta’s Master Subscription Agreement (“MSA”).

1.1 “Affiliate” means, with respect to Okta or Integrator, any entity that directly or indirectly controls, is controlled by, or is under common control with Okta or Integrator, respectively. “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 “Documentation” means user guides and other technical reference documentation Okta makes available to the developer community under the Integrator Free Plan, that Okta makes available to the Okta developer community as Okta may be updated by Okta from time to time.

1.3 “Feedback” means suggestions, ideas, enhancement requests, recommendations or other information provided by Integrator or its Users relating to the features, functionality or operation of any Okta Product or the Integrator Free Plan. Feedback does not include Customer Confidential Information or Customer Data.

1.4 “Integration” means an integration, template, workflow, sample code, protocol, and/or other technology or capability developed by Integrator under this Agreement that enables interoperability and/or communication between Okta Product(s) and Integrator Application(s).

1.5 “Integrator” means (a) a customer of Okta with an active MSA or (b) an individual, company or other legal entity, including any Independent Software Vendor or Identity Verification Vendor, who has become bound by the terms of this Agreement.

1.6 “Integrator Application” means the software applications, products, and services that the Integrator develops, owns, has licensed or otherwise controls, for which the Integrator is creating Integrations to enable interoperability and communication with certain Okta Product(s). IntegratorApplication(s) shall not be an offering that competes with or replaces the features or functionality of any Okta Product.

1.7 “Integrator Data” means all electronic data submitted by or on behalf of Integrator to the Integrator Free Plan, including by automated or non-human means.

1.8 “Integrator Free Plan” means the on-line, web-based identity and access management services provided by Okta that Okta has designed for Integrators to build and test Integrations under this Agreement, and any related materials, code or tools provided by Okta for Customer’s use as part of the Integrator Free Plan, as described in the applicable Documentation. For clarity, Documentation is a part of the Integrator Free Plan.

1.9 “Okta Product(s)” means any product, service, software and other solution made available by Okta, including the Okta Platform, Auth0 Platform, the Integration Service (as defined in the Okta Integration Agreement) and any offline or mobile components.

1.10 “Order Form” means either a digital or physical ordering document that specifies the applicable Integrator Free Plan ordered by Customer Integrator under the MSA. Unless otherwise set forth in the Order Form, each Order Form’s term shall be 30 days, and each Order Form shall auto-renew unless either party provides written or electronic notification of its intent not to renew. For clarity, only Customer Integrators will have Order Forms.

1.11 “Term” means the length of time that this Agreement shall be in effect, whereby it shall commence on the earlier of (i) the date that Integrator accepts these terms in any manner or (ii) the date Integrator first uses the Integrator Free Plan, and shall continue until its termination or expiration pursuant to Section 11 of this Agreement.

1.12 “User” means an individual who is authorized by Integrator to use the Integrator Free Plan or the Integration as set out with more specificity in this Section 1.10. “Development Users” are Users who are employees or contractors of Customer who are engaged in development, testing or support of the Customer Application on Customer’s behalf. “End Users” are Users who are employees, consultants, contractors, customers or agents of Integrator who have each obtained authorization to use the Integration for Integrator’s Internal Business Purposes.

2. Provision of Integrator Free Plan.

2.1 License to Integrator Free Plan. Subject to compliance with the provisions of this Agreement and any applicable Order Form, Okta grants to Integrator a limited, non-sublicensable, non-exclusive, non-transferable right during the Term (a) to allow its Development Users to access and use the Integrator Free Plan in accordance with the Documentation supplied by Okta for the purpose of developing an Integration, and for testing and supporting such Integration; and (b) using the Integration with the applicable Okta Product(s),solely for Integrator’s’ Internal Business Purposes.

2.2 Org Configuration/Limitations. Org features and limitations are incorporated into this Agreement. Okta reserves the right to change org features and limitations at any time.

2.3 Responsibilities. Integrator is responsible for all activities conducted under its and its Users’ logins to access the Integrator Free Plan, including compliance with this Agreement. Integrator shall comply with all applicable laws in its provisioning and other activities hereunder.

2.4 Restrictions. Integratorshallnot: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Integrator Free Plan, or any part thereof, or use them for the benefit of any third party, or make the Integrator Free Plan available to any person or entity other than its Users; (ii) use the Integration to send or store infringing, unlawful or tortious material, or send or store material in violation of third-party privacy or confidentiality rights; (iii) abuse or attack the Integrator Free Plan, any Okta Product or any of Okta’s systems, intentionally or unintentionally, including, but not limited to sending or storing viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, any Okta Product or Okta systems or the data contained therein; (v) directly or indirectly modify, copy or create derivative works based on the Integrator Free Plan, any Okta Product, or any portion of either; (vi) access the Integrator Free Plan, any Okta Product or the Okta system for the purpose of building a competitive product or service or copying its features or user interface; (vii) monitor the availability, performance or functionality of any Okta Product of the Okta systems for purposes of product evaluation, benchmarking or other comparative analysis without Okta’s prior written consent; (viii) permit access to the Integrator Free Plan by a competitor of Okta; (ix) directly or indirectly delete, alter, obscure, add to or fail to reproduce in and on the Integrator Free Plan the name of Okta and any copyright or other notices appearing in or on the Integrator Free Plan or which may be required by Okta at any time; (x) use the Integrator Free Plan in any way that may subject the Integrator Free Plan to any obligations under any open source software license; (xi) use any features or functionality that are not expressly made available as part of the Integrator Free Plan, even if other features are accessible or available to Integrator or (xii) create an Integration that requires Okta to store any biometric information. This Agreement doesn’t grant any right to use the Integration for any purposes other than Integrator’s Internal Business Purposes, nor does it grant any right to sell, license or otherwise distribute the Integration to any third party.

2.5 Integrator Privacy Responsibilities. Integrator shall be responsible for protecting the privacy and legal rights of its Users. Integrator shall provide legally adequate privacy notices and data protection for its Users. If End Users provide Integrator with user names, passwords, or other login information or personal information, Integrator shall provide notice to such End Users that the information will be made available to Okta.

2.6 Personal Data Processing. To the extent that Okta processes any Personal Data contained in Integrator Data, on Integrator’s behalf and in provisioning of the Service, the terms of the Data Processing Addendum available at https://www.okta.com/trustandcompliance (“DPA”) shall apply. The DPA is incorporated by reference and forms part of this Agreement and the Standard Contractual Clauses (SCCs) are incorporated by reference to the DPA. For the purposes of the SCCs, when and as applicable, Integrator is the data exporter. The parties agree the terms of the DPA apply even if the DPA is not signed by the Integrator.

3. No Support.

Okta doesn’t provide access to Okta Support for the Integrator Free Plan or the Integrations under this Agreement. Integrators with an active MSA may have support under the terms of their MSA.

4. Confidentiality.

As used herein, “Confidential Information” means all non-public information disclosed by one party to the other hereunder including, in the case of information disclosed by Okta to Integrator,(a) terms of this Agreement, (b) the non-public aspects of the Integrator Free Plan, (c)the non-public aspects of the Okta Product(s), Service and systems and (d) any information disclosed by Okta in connection with Integrator’s use of the Integrator Free Plan, and in the case of information disclosed by Integrator to Okta, the Integrator Data. The party receiving Confidential Information (the “Receiving Party”) shall not disclose or use any Confidential Information of the party disclosing Confidential Information (the “Disclosing Party”) for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The foregoing notwithstanding, Okta may disclose Integrator Data to third parties with which it contracts in order to provide the Integrator Free Plan to Integrator and otherwise perform its obligations under this Agreement. The Receiving Party agrees to protect the confidentiality of the Disclosing Party’s Confidential Information 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 the other party’s Confidential Information. This Section 4 notwithstanding, if the Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance. The confidentiality obligations set forth in this Section 4 do not apply to information that (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party. The provisions of this Section 4 shall survive for 3 years from the expiration or termination of this Agreement, except that each party’s obligations to keep Personally Identifiable Information private under applicable privacy laws last forever.

5. Ownership.

5.1 Integrator. As between Okta and Integrator, Integrator retains ownership of its rights in and to the Integrator Application(s), the Integrator Data and any program code created by Integrator or any third party and all modifications, improvements or derivative works of said code. Customer grants to Okta, its Affiliates and their vendors and contractors a worldwide, limited-term license to host, copy, modify, distribute, transmit, display and otherwise use Integrator Data, as reasonably necessary for Okta to perform its rights and obligations under this Agreement, provided that in the event Okta provides such data to third parties, it shall be anonymized and presented in the aggregate so that it cannot be linked specifically to Integrator or its Users. The foregoing shall not limit in any way Okta’s confidentiality obligations under Section 4, above. Subject to the limited licenses granted herein, Okta acquires no right, title or interest in any Integrator Data. Integrator shall be responsible for the accuracy, quality and legality of Integrator Data and the means by which Integrator acquired Integrator Data.

5.2 Except for the rights expressly granted under this Agreement, Okta retains all right, title, and interest in and to the Integrator Free Plan, any program code or APIs provided under the Integrator Free Plan, any Okta Product(s) and Okta systems and all other products, works, and other intellectual property created, used, or provided by Okta for the purposes of the Integrator Free Plan, and all modifications, improvements and derivative works of any of these.

5.3 Feedback. Okta shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, disclose or incorporate any Feedback into its products, services, features, functionalities, and technologies. Okta shall have no obligation to use Feedback, and Integrator shall have no obligation to provide Feedback.

5.4 Usage Data. Okta owns the usage data derived from the operation of the Integration Free Plan and the Okta Products, including data regarding web applications utilized in connection with the Integration Free Plan and the Okta Products, configurations, log data, and the performance results for the Integrator Free Plan and Okta Product(s) (“Usage Data”). Nothing herein shall be construed as prohibiting Okta from retaining, utilizing, or disclosing the Usage Data for purposes of providing the Integrator Free Plan and Okta Product(s); provided that the Usage Data shall be de-identified and/or aggregated so that it will not disclose the identity of Customer or any User(s) to any third party.

6. Fees and Taxes.

6.1 Integrator Free Plan Provided Free of Charge. Subject to any special Customer terms set out in an Order Form, the Integrator Free Plan is provided free of charge to Integrator for up to the number of active users and features referenced in the link at 2.2. Okta reserves the right to change its pricing policies for the Integrator Free Plan at any time in its sole discretion, including by discontinuing the availability of the Integrator Free Plan. Okta will use reasonable efforts to provide Integrator with reasonable notice of any such changes.

7. Limited Warranty; Disclaimer.

Each party represents and warrants that it has the legal power to enter into this Agreement. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE INTEGRATOR FREE PLAN IS PROVIDED “AS IS,” AND OKTA AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES, REPRESENTATIONS, PROMISES, COVENANTS OR UNDERTAKINGS RELATING TO THE INTEGRATOR FREE PLAN OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER OKTA NOR ITS SUPPLIERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DEVELOPER EDITION SERVICE OR THAT THE DEVELOPER EDITION SERVICE WILL BE ERROR-FREE OR AVAILABLE AT ANY GIVEN TIME.

Integrator is solely responsible for any representations or warranties it makes beyond the scope of this Agreement.

8. Limitation of Liability.

8.1 Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OKTA NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY, OR OTHERWISE."

8.2 Maximum Liability Cap

IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE INTEGRATOR FREE PLAN, EXCEED ONE HUNDRED US DOLLARS ($100 US), EXCEPT IN THE CASE OF (A) BREACHES OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS OR (B) SECTIONS 2.5 AND 2.6."

9. Indemnification.

Integrator shall defend Okta from any and all claims, demands, suits or proceedings (“Claim(s)”) brought against Okta by a third party (including but not limited to Integrator’s Users) (a) for any warranties or representations made by Integrator that exceed the scope of this Agreement or (b) Integrator’s breaches of Section 2.5 and 2.6, and (c) alleging the Integrator Data, the Integrator Application, or other materials developed by Integrator using the Integrator Free Plan (i) infringe or misappropriate a third party’s rights, (to the extent such infringement or misappropriation does not arise from the Integrator Free Plan), (ii) violate applicable law, or (iii) have otherwise harmed a third party. Integrator will indemnify Okta for all damages and/or costs (including but not limited to, reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Integrator in connection with any such Claims. Okta must give Integrator: (x) prompt written notice of the Claim, (y) all cooperation and assistance reasonably requested by Integrator in the defense of the Claim, at Integrator’s sole expense, and (z) sole control over the defense and settlement of the Claim, provided that Okta may participate in the defense of the Claim at its sole expense, and Integrator may not, without the prior written consent of Okta, enter into a settlement to the extent such settlement restricts the business or operations of Okta.

10. No Endorsement; Integrator Mention.

10.1 No Third Party Endorsement; Integrator Mention.

NO ENDORSEMENT OF OR PARTICIPATION BY ANY THIRD PARTY SHOULD BE INFERRED DUE TO ANY REFERENCE TO THAT THIRD PARTY OR INCLUSION OF DATA RELATING TO THAT THIRD PARTY IN CONNECTION WITH THE INTEGRATOR FREE PLAN. The Integrator Free Plan may allow Integrator’s Users to interface with a variety of third party software and services obtained separately by Integrator or its End Users (“Third Party Services”). Okta is not responsible for the operation or functionality of such Third Party Services or for the operation or functionality of the Integrator Application. Any exchange of Integrator Data or other information between Integrator’s End Users and any Third Party Services are solely between Integrator, its End Users, and the applicable third-party provider. While Okta may, in its sole discretion, configure the Integrator Free Plan to interoperate with various Third Party Services, (i) Okta cannot and does not guarantee that the Integrator Free Plan shall interoperate (or continue to interoperate) with any particular Third Party Service or with the Integrator Application, and (ii) Okta’s obligations described in this Agreement shall not extend to any Third Party Services or to the Integrator Application or to Integrator’s Users.

10.2 Integrator Mention and Communications. Notwithstanding any other term to the contrary, Okta may publicly disclose that Integrator is a customer of the Integrator Free Plan and may use Integrator’s name and logo to identify Integrator as an Okta customer, including on Okta’s public website. Any use shall be subject to Okta complying with any written guidelines that Integrator may deliver to Okta regarding the use of its name and logo. By registering for and using the Integrator Free Plan under this Agreement, Integrator thereby consents to receiving information from Okta about Okta and its products and services, by the contact information that Integrator provides to Okta. Integrator may opt-out of any such communications at any time, by providing Okta with notification of your intent to opt-out in accordance with the instructions contained in such communications.

11. Availability; Termination.

11.1 Availability . Integrator orgs will be deactivated if they are inactive for 180 days, unless Integrator submits a Integrator Application to the Okta Integration Network.

11.2 Termination. This Agreement may be terminated for any of the following reasons: (a) by Okta, if Okta determines, in its sole discretion, that Integrator is using the Integrator Free Plan in a manner that violates this Agreement or creates an excessive burden or potential adverse impact on Okta’s systems, (b) by Okta, if payment under Integrator’s Customer account is fifteen (15) days or more overdue (except with respect to charges then under reasonable and good faith dispute), and such late payment is not remedies within 15 days after Okta provides written notice thereof, (c) by by Okta for convenience with 30 days written notice to Integrator and (d) in the case of a Customer Integrator, automatically upon expiration or termination of Customer’s MSA or the applicable Order Form. Upon termination or expiration of this Agreement, the rights and licenses granted to Integrator hereunder shall terminate immediately, except as other set forth herein. The following sections shall survive termination or expiration of this Agreement: 1, 2.3, 2.5, 2.6, 4, 5, 7, 8, 9, 11 and 12.11.3 Changes to this Agreement. Okta may make changes to this Agreement from time to time, with or without notice. Any use of the Integrator Free Plan after the date on which the changes take effect shall be deemed acceptance of the updated terms of this Agreement.

12. General

12.1 Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Integrator without Okta’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect.

12.2 Controlling Law, Attorneys’ Fees and Severability. 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.

12.3 Notices. All legal notices hereunder shall be in writing and be provided to the Integrator at the address provided when Integrator registers for the Integrator Free Plan (or such other address as Integrator may provide as an update to Okta) and to Okta at the address provided in this Section 12.3 and given upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, or (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after deposit with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries). Notices to Okta will be addressed to: Legal Department, Okta, Inc., 100 First Street, 6th Floor, San Francisco, CA 94105, USA.

12.4 Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party or its subcontractors, the party so affected shall be excused from such performance to the extent of such prevention or restriction. Examples include without limitation, (a) changes or clarifications in applicable law, (b) judgments, subpoenas, court orders or the like, (c) electrical, bandwidth, networking, transmission or Internet-related shortages or failures, (d) computer viruses or computer-related attacks, (e) natural disasters or (f) acts of terrorism.

12.5 Equitable Relief. 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.

12.6 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 venturers or partners for any purpose.

12.7 Compliance with Law. Integrator will not and will not allow any third-party to remove or export from the U.S. or allow the export or re-export of any part of the Integrator Free Plan or any direct product thereof: (i) into or to a national or resident of any U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea); (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any U.S. or foreign agency or authority. Integrator agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

12.8 Government End User. For purposes of this Agreement and to the extent applicable, “commercial computer software” is defined at FAR 2.101. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulation (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government End User Section 2(f) is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

12.9 Entire Agreement. This Agreement together with any Order Form constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto and related to the subject matter hereof are expressly canceled. There are no third party beneficiaries to this Agreement. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in an Integrator purchase order or in any other Integrator order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. In the event of a conflict between this Agreement and the MSA, this Agreement shall control with respect to the subject matter hereof.