Client/Third Party Admin Access Release and Waiver

This Client/Third Party Admin Access Release and Waiver (herein, the “Waiver”) is entered into this ______________________________ by and between __________________ (herein, “Client” or “Customer”) and Fruition Growth LLC d/b/a Fruition (herein, “Fruition”). Each of Client and Fruition may be referred to as a “Party” and collectively as the “Parties”.

This Waiver is subject to the terms of that certain Master Services Agreement entered into by the Parties on _______________ (herein, the “Agreement”). The terms and conditions of the Agreement are incorporated herein as if fully set forth below.

In some cases, Client may request that Client and/or 3rd Parties (including 3rd Party developers) outside of Fruition’s Development Team (the “Client/Third Party”) have access to Client’s code base. In these cases, special permissions to the server may be required in order for Client/Third Party to complete their work. If Client requests that any Client/Third Party be given access to the server (SSH/FTP access) and/or Client’s code base, Fruition shall have no liability to Client to the extent that Client’s site experiences problems that arise from, or are attributable to, limitations, failures or malfunctions of Client/Third Party. Furthermore, Client shall defend, indemnify and hold harmless, at its own costs and expense, Fruition against any and all third party claims, demands, losses, liabilities, damages, expenses (including reasonable attorney fees and expenses) and causes of action resulting from Client/Third Party access to the server and/or access to Client’s code base.

Additionally, allowing Client/Third Party access to Client’s code base can result in additional Fruition time to complete Fruition’s work, because (1) Fruition must take extra steps to ensure the production site code base and repository code base is in sync before starting work on a request; and (2) Fruition must schedule its work around any other Client/Third Party scheduled work to assure code changes have no conflict via FTP and through the repository. Fruition will not be liable for any time delay or increased cost associated with time delays that result from Client/Third Party access.

The parties acknowledge that they have read, understand and agree to the terms and conditions of this Waiver.