Technical Validation Services Agreement

This Technical Validation Agreement (the “Agreement”) sets forth the terms and conditions that govern access to and use of the Technical Validation Services (as defined below) on a temporary basis, and is between Salesloft, Inc. (“Salesloft”), a Delaware corporation, and the company or other legal entity accepting this Agreement, and affiliates of that company or entity (“Customer”). This Agreement is effective, and Customer agrees to its terms and conditions, as of the date that Customer accepts the Agreement by (1) clicking a box indicating Customer acceptance; or (2) using the Technical Validation Services (the “Effective Date”). 

If an individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “Customer” shall refer to such entity and its affiliates. 

This Agreement was last updated on September 13, 2023. 

DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “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.

“Customer Data” means electronic data and information submitted, transferred, or uploaded by or for the Customer to the Technical Validation Services and processed by Salesloft on Customer’s behalf (including information the Technical Validation Services may obtain from Third Party Applications).

“Documentation” means the applicable Salesloft materials including user guides and other information relating to the applicable Salesloft subscription services being made available as part of the Technical Validation Services, as may be updated from time to time and currently found at 

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Technical Validation Services” means a limited engagement which allows Users to have access to a limited set of the functionality of Salesloft’s offerings, including integrations with a limited number of Third Party Applications, for technical testing and evaluation purposes only. 

“Third Party Applications” means products, services, or information that interoperate with the Services and are provided by third parties and not by Salesloft.

“User” means an individual who is authorized by Customer to use a Service on Customer’s or Customer Affiliate’s behalf to whom Customer (or Salesloft at Customer’s request) have supplied a user identification and password. Users may include, for example, Customer employees, consultants, contractors, and agents.

SALESLOFT  RESPONSIBILITIES

2.1. Provision of Subscription Services. Salesloft will make the Technical Validation Services available to Customer in accordance with this Agreement.  Salesloft, in its sole and exclusive discretion, may also provide limited assistance to support Customer’s testing and evaluation efforts, including testing of agreed upon technical integrations, if applicable.  The scope and extent of Customer’s support

2.2. Protection of Customer Data. Salesloft will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data located on Salesloft servers. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, and disclosure of Customer Data by or to third parties lacking a valid username and password and by Salesloft personnel, except for actions by Salesloft personnel (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, (c) as provided in Section 6.4, or (d) as Customer expressly permits in writing. 

USE OF SUBSCRIPTION SERVICES

3.1. Subscriptions. The functionality provided through the Technical Validation Services will generally mirror Salesloft’s Premier Package, as described in the Documentation, subject to any additional limitations on Customer’s use of the Technical Validation Services set forth in this Agreement. In the event of any conflict between this Agreement and the Documentation, this Agreement shall supersede and govern over those of the Documentation. Salesloft, in its sole discretion, may further limit or reduce the scope of Technical Validation Services made available via email or written confirmation.

3.2. Usage Limits. Technical Validation Services are subject to usage limits, including, technical and functional requirements set forth within the Documentation. Notwithstanding anything to the contrary, access and use of the Technical Validation Services are solely for testing and evaluation purposes only and may not otherwise be used for Customer internal business purposes.  In addition, access to the Services will be limited to no more than two (2) admin Users and will be made available for up to one (1) week.  Unless otherwise specified, a User’s password may not be shared with any other individual.  The permitted uses, number of Users, and authorized term may only be expanded via an email or written confirmation from an authorized representative of Salesloft.

3.3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquires Customer Data and provides it to Salesloft, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Technical Validation Services, and notify Salesloft promptly of any such unauthorized access or use, (d) use the Technical Validation Services only in accordance with applicable laws and government regulations, and (e) comply with terms of service of Third Party Applications with which Customer uses the Technical Validation Services. 

3.4. Usage Restrictions. Customer will not (a) make any Service available to, or use any Service for the benefit of, anyone other than Customer or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) provide access to the Technical Validation Services to a Salesloft direct competitor, (d) use a Service to store or transmit data that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (e) use a Service to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (g) attempt to gain unauthorized access to or perform security testing on any Service or its related systems or networks, (h) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (i) copy a Service or any part, feature, function, or user interface thereof, (j) frame or mirror any part of any Service, other than framing on Customer  intranets or otherwise for Customer’s own internal business purposes, (k) access any Service or monitor the Technical Validation Services availability, performance or functionality in order to build a competitive product or service, or for any other benchmarking or competitive purposes, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

3.5 Suspension. Salesloft retains the right to suspend the Technical Validation Services, Customer accounts, and User accounts in the event of any security threat or Customer’s breach or threatened breach of any of the restrictions in Section 3. Salesloft will terminate any such suspension as soon as Salesloft determines that the risk underlying the suspension has been mitigated to Salesloft’s satisfaction.

3.6 User Identification and Authentication. Customer is responsible for identifying and authenticating all Users, for approving access by such Users to the Technical Validation Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer and Users’ usernames, passwords, and accounts with Salesloft, Customer accepts responsibility for the confidentiality and timely and proper termination of user records in Customer local (intranet) identity infrastructure or on Customer local computers. Salesloft is not responsible for any harm caused by Users, including individuals who were not authorized to have access to the Technical Validation Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Customer local identity management infrastructure or Customer local computers. Customer is responsible for all activities that occur under Customer and Users’ usernames, passwords or accounts or as a result of Customer or Users’ access to the Technical Validation Services.

3.7. Additional Limitations on Use. Customer acknowledges and agrees that use of the Technical Validation Services to transmit, store, or otherwise process “Highly Sensitive Information” is unnecessary for use of the Technical Validation Services and Customer shall be solely responsible for any such use of the Technical Validation Services by Customer or Users, including ensuring that transmittal, processing, or storage of such information is in compliance with applicable laws. “Highly Sensitive Information” is defined as (a) numbers used for identification, such as social security numbers, passport numbers, or driver’s license numbers; (b) personal health or medical information; (c) banking or payment card information; (d) sensitive government or military information, including information subject to U.S. FedRAMP requirements; (e) information collected from or regarding minors or children; (f) criminal history; (g) other personal information which qualifies (pursuant to data privacy laws and regulations) as a special category of personal data, sensitive personal information, or similarly defined terms, such as a person’s religious or philosophical beliefs, immigration or citizenship status, genetic or biometric data, and sexual life or sexual orientation; or (h) data which by law must be localized in a jurisdiction outside of the United States or requires additional requirements beyond those agreed upon herein to permit transfer to the United States. Notwithstanding anything to the contrary in this Agreement, Salesloft shall not be liable for Salesloft’s noncompliance with a law or regulation where such noncompliance is attributable to Customer’s use or provision of Highly Sensitive Information in connection with the Technical Validation Services. 

THIRD PARTY APPLICATIONS

4.1. Third Party Applications. Customer may choose to obtain Third Party Applications to use with features within the Technical Validation Services. To use such features, Customer may be required to obtain access to Third Party Applications from their providers. Any acquisition by Customer of Third Party Applications, any exchange of data between Customer and any provider of a Third Party Application, and any governing terms are solely between Customer and the applicable provider. No procurement of Third Party Applications is required to use the Technical Validation Services. 

Salesloft assumes no responsibility for, and specifically disclaims any liability, warranty, and obligation with respect to Third Party Applications, whether or not they are recommended or approved by Salesloft, listed within the Salesloft App directory, or otherwise noted. 

If Customer elects to integrate Third Party Applications with the Technical Validation Services, Customer agrees that the Technical Validation Services may access its Third Party Applications account to enable interoperation between (including, if applicable, the exchange and transmission of data) the Technical Validation Services and the applicable Third Party Applications.  Furthermore, Customer may be required to adhere to additional requirements as set forth in the Documentation to enable integrations with certain Third Party Applications.  If the provider of a Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Service features on reasonable terms, Salesloft may cease providing those Service features without entitling Customer to any refund, credit, or other compensation. 

FEES AND PAYMENT FOR SERVICES

5.1.  Fees. Customer shall not be responsible for the payment of any fees pursuant to this Trial Agreement.  Notwithstanding the foregoing, the foregoing does not limit nor waive Customer’s obligation to pay fees, damages, or losses in the event of misuse of the Technical Validation Services (including exceeding agreed upon limitations to access) or other violation of this Agreement. 

PROPRIETARY RIGHTS AND LICENSES

6.1. Reservation of Rights. Subject to and conditional on Customer’s payment of applicable Fees as well as Customer’s compliance with the terms of this Agreement, Salesloft grants Customer and Users a limited, non-exclusive, non-transferable (except in compliance with Section 13.4) right to access and use the Technical Validation Services set forth within this Agreement and Salesloft Documentation during the subscription term for Customer’s reasonable internal business purposes, subject to any other limitations set forth by Salesloft. No rights are granted to Customer hereunder other than the right to receive and use the Technical Validation Services as expressly set forth herein. Salesloft and its licensors reserve all of Salesloft’s or its licensors’ right, title, and interest in and to the Technical Validation Services, including all of Salesloft’s or its licensors’ related intellectual property rights.

6.2. License by Customer to Host Customer Data and Applications. Customer grants Salesloft and its Affiliates a worldwide, limited-term right to host, copy, transmit, and display or otherwise use Customer Data (1) as necessary for Salesloft to provide the Technical Validation Services, or otherwise exercise Salesloft’s rights or obligations pursuant to this Agreement; (2) as necessary to provide support, address service issues/requests, or otherwise enhance Customer use of the Technical Validation Services; (3) as required by law, regulation, or in accordance governmental request with legal process; (4) as requested by Customer; and (5) to investigate or address security or integrity issues related to the Technical Validation Services.  Except as expressly permitted by this Agreement, Salesloft acquires no right, title, or interest from Customer or Customer licensors under this Agreement in or to Customer Data or any Third Party Application.

6.3. License by Customer to Use Feedback. Customer grants to Salesloft and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users during the provision of the Technical Validation Services. 

6.4. Use of Data. Salesloft shall have the right to (and to retain third parties to) collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Technical Validation Services and related systems and technologies, provided that Customer Data that is also personal information will only be used in connection with the permitted purposes in Section 6.2, unless such personal information is aggregated or otherwise de-identified. Salesloft may (during and after the term hereof) (i) use such information and data to improve and enhance the Technical Validation Services and for other development, benchmarking, diagnostic, and corrective purposes in connection with the Technical Validation Services and Salesloft’s other offerings, and (ii) use third party service providers, contractors, and subcontractors (“Salesloft Providers”) to assist in providing, supporting, and improving the Service. Salesloft may share all such information and data with Salesloft Providers, who may store and use it solely to provide, support, and improve the Service. Salesloft shall be responsible for the compliance of Salesloft Providers with the provisions of this Agreement.

CONFIDENTIALITY

7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information includes Customer Data; Salesloft Confidential Information includes the Technical Validation Services; and Confidential Information of each Party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortious act and without breach of any obligation owed to the Disclosing Party or any other party, or (iv) was independently developed by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information.

7.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ directors, officers, employees, and contractors who need that access for purposes of performing under this Agreement and who have signed confidentiality agreements with the Receiving Party. Neither Party will disclose Confidential Information (including but not limited to the terms of this Agreement) to any third party without the written consent of the Disclosing Party other than to its Affiliates solely as needed to perform its obligations under this Agreement, legal counsel, auditors, professional advisors, and accountants who have agreed to confidentiality obligations protective of the Disclosing Party’s Confidential Information in writing or who have a statutory/regulatory obligation of confidentiality. The Receiving Party will remain responsible for such Affiliate’s, legal counsel’s, auditor’s, professional advisor’s, or accountant’s noncompliance with this Section 7.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil or administrative proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2. Service Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOLE AND EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES ARE AS SET OUT IN THIS SECTION AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TECHNICAL VALIDATION SERVICES INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN ‘AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  FURTHER, SALESLOFT DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.  WITHOUT LIMITATION, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR THE TECHNICAL VALIDATION SERVICES’ FAILURE TO MEET ANY REQUIREMENTS IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 11.2.

8.3 Additional Disclaimers. SALESLOFT IS NOT RESPONSIBLE FOR DATA QUALITY ISSUES OR LOSS OF DATA AND CUSTOMER WILL MAINTAIN BACKUP COPIES OF CUSTOMER DATA ON CUSTOMER’S OWN SYSTEMS. SALESLOFT IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD PARTY APPLICATIONS. SALESLOFT HAS NO RESPONSIBILITY FOR THE PERFORMANCE OR OTHER OBLIGATIONS OF ANY PROVIDERS OF THIRD PARTY APPLICATIONS.

MUTUAL INDEMNIFICATION

9.1. Indemnification by Salesloft. Salesloft will defend Customer, Customer Affiliates, and their officers, directors, employees, agents, and contractors (“Customer Indemnified Parties”) from and against any claims, demands, suits, or proceedings brought by a third party (“Claims”) alleging that Customer’s authorized use of Technical Validation Services infringe such third party’s valid patent, copyright, or trademark. Salesloft will indemnify and hold Customer Indemnified Parties harmless from and against any liability, damages, and costs (including, without limitation, reasonable attorney’s fees) incurred in connection with such Claims. The foregoing indemnification obligation will not apply: (1) if the Technical Validation Services are modified by any party other than Salesloft, to the extent the alleged infringement is caused by such modification; (2) if the Technical Validation Services are combined with other products, applications, or processes not provided by Salesloft, to the extent the alleged infringement is caused by such combination; (3) to Claims arising out of any unauthorized use of the Technical Validation Services; (4) to Claims arising out of any Third Party Applications; or (5) to Claims arising out of Customer Data.  THIS SECTION 9.1 SETS FORTH SALESLOFT’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

9.2. Indemnification by Customer. Customer will defend Salesloft and its Affiliates, and their officers, directors, employees, agents, and contractors (“Salesloft Indemnified Parties”), from and against any Claims arising from or relating to Customer Data or misuse of the Technical Validation Services and will indemnify and hold Salesloft Indemnified Parties harmless from and against any liability, damages, costs, and expenses (including but not limited to reasonable attorney fees) incurred in connection with such Claims.

9.3 Procedures. Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable Claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the Claim, provided that the indemnifying party may not settle any Claim unless it unconditionally releases the indemnified party of all liability and receives indemnified Party written approval (which will not be unreasonably withheld) of any conditions imposed by the settlement, if applicable; and (iii) the indemnified Party will cooperate fully to the extent necessary and as requested in the Claim investigation, defense, and trial (including any appeal arising therefrom), and execute all documents necessary for the defense of such Claim.

LIMITATION OF LIABILITY

10.1. Limitation of Liability. IN NO EVENT WILL SALESLOFT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNT PAID BY CUSTOMER TO SALESLOFT IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED US DOLLARS ($100.00). THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. However, the foregoing limitations shall not apply to (a) liability for personal injury; or (b) liability arising out of gross negligence or willful misconduct. No action against Salesloft arising out of this Agreement may be brought more than one (1) year after the cause of action has arisen.

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or until this Agreement is terminated pursuant to Section 11.3. 

11.2. Termination. Either Party may terminate this Agreement for any reason, without penalty, upon ten (10) days’ written notice to the other Party.

11.3. Customer authorizes Salesloft to retain Customer Data for 30 days after any termination or expiration of this Agreement. Notwithstanding the foregoing, following any such termination or expiration, Salesloft has no obligation to maintain Customer Data. Upon request, Salesloft will delete or destroy all copies of Customer Data in Salesloft systems or otherwise in Salesloft’s possession or control, unless legally prohibited. 

11.4. Surviving Provisions. The Sections titled “Proprietary Rights and Licenses,” “Confidentiality,” “Service Disclaimers,” “Additional Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Notices, Governing Law and Jurisdiction,” and “General Provisions,” and this Section 11.4 will survive any termination or expiration if this Agreement.

NOTICES, GOVERNING LAW AND JURISDICTION

12.1. Notices. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). All notices to Customer shall be addressed to the admin Users. Notices to Salesloft should be addressed to Salesloft, Inc., 1180 West Peachtree Street NW, Suite 2400, Atlanta, Georgia 30309; Attention: Legal Department. 

12.2. Governing Law and Jurisdiction. Each Party agrees to the governing law of the State of Georgia without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of federal and state courts sitting in Atlanta, Georgia.

GENERAL PROVISIONS

13.1. Export Compliance. The Technical Validation Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

13.2. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Salesloft employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Salesloft.

13.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the parties regarding the use of Technical Validation Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. We may modify this Agreement by updating the Agreement as it appears on Our website. Additionally, the parties may modify or amend this Agreement in a written instrument signed by both parties. 

13.4. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld).

13.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.6. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

13.7. Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

13.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void or, preferably, ‘blue-penciled’ and scaled back until it is no longer contrary to law, and the remaining provisions of this Agreement will remain in effect.

13.9. Language Translations. This Agreement, appendices, schedules or referenced pages (including Documentation) are made in English. Although Salesloft may, from time to time, and at its own discretion provide translation into other languages, these are provided for convenience and informational purposes only. In case of any inconsistency or discrepancy between original English texts and their translation into any language, the original versions in English shall prevail.