Fruition RevOps, Inc.
Master Terms & Conditions
Systems, Solutions, and Professional Services
Last Updated: Oct 1, 2025
These Master Terms & Conditions (“Terms”) govern the purchase, subscription, access, and use of all offerings provided by Fruition RevOps, Inc. (“Fruition,” “we,” “us”), including: System Automation Engagement Map (“SAE Map”), Centralized Data Hub System (“CDHS”), Quick Data Flows (“QDFs”), Automation Campaign Creator (“ACCs”), and all related architecture, implementation, onboarding, operational, and support services (collectively, the “Offerings”). The entity purchasing or using the Offerings is “Client” or “you.”
By executing a Statement of Work (“SOW”), ordering any Offering, subscribing to a plan, or accessing any Fruition-provided system or environment, Client agrees to these Terms. These Terms apply to systems and services, not website browsing terms, and they supersede Client purchase terms unless Fruition expressly accepts those terms in writing.
1. Definitions
1.1 “SAE Map” means the System Automation Engagement Map, Fruition’s architectural framework that documents cross-department automation flows, system dependencies, data ownership, event semantics, SOP alignment, and operational boundaries.
1.2 “CDHS” means Fruition’s Centralized Data Hub System, a governed data and event orchestration layer that may be delivered via shared cloud, logically isolated environments, or dedicated deployments.
1.3 “QDF” means Quick Data Flows, event-driven automation execution flows built and deployed by Fruition that operate across Client systems as defined in an SOW and/or plan.
1.4 “ACC” means Automation Campaign Creator, Fruition’s campaign design and build service as defined in an SOW and/or plan.
1.5 “Production Data” means data processed in Client’s live operational environments.
1.6 “Non-Production Data” means data used for testing, development, staging, or training.
1.7 “Downtime” means the period during which a Fruition-controlled component is unavailable due to Fruition-controlled failure, excluding Third-Party Failures (defined below) and Excluded Causes.
1.8 “Third-Party Failures” means outages, degradation, deprecations, breaking changes, rate limiting, data errors, or security incidents originating from third-party platforms, APIs, telecom providers, cloud infrastructure providers, or Client-controlled systems.
1.9 “SOW” means a written Statement of Work or Service Agreement executed by the parties that defines scope, pricing, deliverables, timelines, and plan selections.
1.10 “Service Plan / Pricing Table” means Fruition plan terms published or attached to an SOW defining included features, limits, quantities, response times, and exclusions.
1.11 “Business Hours” means Fruition’s standard operating hours defined in the SOW (or, if not specified, Monday–Friday excluding U.S. federal holidays).
1.12 “Excluded Causes” means any of the following: (a) scheduled or emergency maintenance communicated to Client; (b) Third-Party Failures; (c) issues caused by Client user error, unauthorized changes, or credential misuse; (d) events of Force Majeure; or (e) any cause outside Fruition’s reasonable control.
1.13 “Force Majeure Event” means any event beyond a party’s reasonable control, including natural disasters, war, civil unrest, governmental actions, cyberattacks on third-party infrastructure, telecommunications failures, pandemic, or platform deprecations by third-party providers.
2. Nature of Offerings: Systems + Services
2.1 Fruition provides a combination of professional services and managed system solutions. Professional services include architecture, governance, consulting, implementation, onboarding, and advisory work. Managed system solutions include CDHS and QDFs, which may be provided through shared or dedicated environments and are operated under Fruition’s control.
2.2 CDHS does not replace or function as a CRM, ERP, MDM, CDP, iPaaS, or data warehouse. QDFs do not operate independently of Client platforms and require Client systems to function.
2.3 Client acknowledges that Fruition Offerings may include both software components and service components. Client receives the right to use Fruition-managed systems only during the term and only as permitted by these Terms and the SOW.
3. SAE Map Requirement and Role
3.1 The SAE Map is required prior to CDHS deployment and QDF implementation, and the ACC Implementation unless Fruition expressly agrees otherwise in writing.
3.2 The SAE Map defines system boundaries, data ownership, event semantics, department dependencies, and SOP alignment. Client acknowledges that accurate SAE Map outputs require accurate inputs and timely participation.
3.3 SAE Map outputs represent a point-in-time architectural view. Fruition is not responsible for failures caused by Client changing SOPs, teams, systems, permissions, or configuration after SAE Map delivery without Fruition review and approval.
4. Order of Precedence and Contract Scope
4.1 The SOW governs specific project terms. These Terms govern general system and service rules across all engagements. If there is a conflict, the SOW controls for the conflicting portion only.
4.2 Pricing tables and plan terms referenced in the SOW are contractual scope boundaries. Included quantities, response times, cadence, and limits are enforceable entitlements.
4.3 Any request exceeding plan limits, outside defined features, or outside agreed scope is out of scope and may require a separate SOW, change order, or additional fees.
5. Client Responsibilities: Strict and Non-Delegable
5.1 Client is solely responsible for maintaining valid licenses and access to all third-party systems, including CRMs, ERPs, telephony, marketing, messaging, cloud services, and any other platforms required for Offerings to function.
5.2 Client is solely responsible for data accuracy, legality, classification, permissions, consent, retention, and compliance obligations.
5.3 Client must designate an authorized decision-maker and ensure internal teams comply with agreed SOPs, governance rules, and change control requirements.
5.4 Fruition is not responsible for failures caused by Client user error, incomplete information, delayed approvals, unauthorized changes, credential misuse, third-party outages, or Third-Party Failures.
6. Data Ownership, Processing, and Sensitive Data
6.1 Client retains ownership of all Client data. Fruition does not claim ownership of Client data.
6.2 Fruition will access Client systems only as necessary to deliver contracted Offerings. Client grants Fruition the right to process Client data for that purpose.
6.3 Client remains solely responsible for regulatory compliance, including GDPR, HIPAA, SOC, PCI, and any industry-specific or regional privacy/security obligations.
6.4 Fruition may implement reasonable technical and organizational safeguards; however, Fruition does not guarantee security outcomes, and Client acknowledges residual risk inherent in cloud systems, third-party platforms, and network communications.
6.5 If Fruition becomes aware of a confirmed security incident affecting Client data within Fruition-controlled systems, Fruition will notify Client within seventy-two (72) hours of confirmation. Notification will include the nature of the incident, data affected to the extent known, and steps Fruition is taking. Client remains responsible for any downstream notification obligations to its own customers, regulators, or partners.
7. Security, Credentials, and Access Controls
7.1 Client must protect credentials, access tokens, API keys, SSO configurations, and admin permissions. Client must promptly revoke access for terminated personnel.
7.2 Fruition may require least-privilege access, staging environments, and documented change control as conditions of support eligibility.
7.3 Fruition may restrict, rotate, revoke, or require re-issuance of credentials and tokens if security risk is detected.
8. Cloud Infrastructure, Availability, and Third-Party Dependencies
8.1 CDHS and QDFs may rely on third-party infrastructure providers (including AWS or equivalent), networking providers, and third-party platform APIs.
8.2 Fruition is not liable for Third-Party Failures. Client acknowledges that availability and performance may be impacted by third-party vendors outside Fruition’s control.
8.3 If third-party incidents occur, Fruition’s obligations are limited to commercially reasonable efforts within the contracted plan scope to restore supported functionality when possible. Fruition is not obligated to provide refunds, credits, or damages for Third-Party Failures unless expressly stated in an SOW.
8.4 Fruition targets 99.5% monthly uptime for Fruition-controlled CDHS and QDF components, measured excluding Excluded Causes. This target is not a guarantee. Client’s sole remedy for uptime failures is the applicable SLA service actions defined in the plan table. No credits or refunds are owed unless expressly stated in a signed SOW.
9. Business Continuity and Disaster Events
9.1 Fruition does not guarantee uninterrupted operation of systems due to events beyond Fruition’s control, including cloud provider outages, telecom failures, cyberattacks on third parties, platform deprecations, governmental actions, war, labor disputes, or natural disasters.
9.2 SLA obligations are suspended during such events to the extent impacted. Client remains responsible for its own business continuity planning, backups, and operational fallbacks unless a separate, explicitly scoped disaster recovery SOW is executed.
9.3 Neither party shall be in breach of these Terms for any delay or failure to perform caused by a Force Majeure Event, provided the affected party: (a) promptly notifies the other in writing; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as reasonably practicable. Payment obligations already incurred are not excused by Force Majeure.
10. Limited License Grant (System Access)
10.1 During the term of the SOW and while fees are current, Fruition grants Client a limited, non-exclusive, non-transferable, revocable right to access and use Fruition-managed systems (including CDHS and QDF execution components) solely for Client’s internal business purposes and solely as permitted by these Terms and the SOW.
10.2 No rights are granted by implication. Client may not sublicense, resell, reverse engineer, or provide third parties access to Fruition systems except as expressly permitted in writing.
11. Acceptable Use, Unauthorized Access, and System Integrity
11.1 Client may not attempt to probe, scan, penetration test, stress test, or benchmark Fruition systems without Fruition’s prior written consent.
11.2 Client may not attempt to bypass governance logic, rate limits, access controls, or technical safeguards.
11.3 Client may not introduce malicious code, attempt unauthorized access, or use Fruition systems to distribute spam, deceptive communications, or unlawful content.
11.4 Client may not use Fruition systems in a manner that materially degrades performance, interferes with other clients, or creates security risk.
12. Fair Use for “Unlimited” Items (Meetings, Advisory, Interactions)
12.1 Where a plan describes an item as “unlimited,” including unlimited meetings, reviews, advisory, or support interactions, such access is subject to reasonable and fair use.
12.2 Fair use means usage consistent with normal operational needs of a similarly situated client and consistent with shared service capacity across Fruition’s client base.
12.3 Fruition may limit, reschedule, throttle, or require additional fees for usage that Fruition reasonably determines to be excessive, abusive, or materially beyond fair use. “Unlimited” does not mean immediate, on-demand, exclusive, or unbounded.
13. Abuse, Misuse, and Unlawful Business: Immediate Suspension, No Refund
13.1 Client shall not use Fruition Offerings in any manner that is unlawful, abusive, fraudulent, deceptive, or harmful to Fruition, Client systems, third parties, or the integrity of Fruition platforms.
13.2 If Fruition reasonably determines Client is engaging in prohibited activities or unlawful business practices, Fruition may, without prior notice, suspend or terminate QDF execution, disable CDHS orchestration/governance logic, revoke access, and terminate services.
13.3 In such cases, Client is not entitled to any refund, credit, or compensation. Fruition has no obligation to continue services or data flows.
14. Intellectual Property, Feedback, and Restrictions
14.1 Fruition retains ownership of its methodologies, frameworks (including SAE Map), templates, diagrams, architectures, automation patterns, tooling, and documentation created prior to or independent of Client engagement.
14.2 Client retains ownership of its data and its internal business content provided to Fruition.
14.3 Client may not reuse, resell, distribute, publish, or provide Fruition IP to third parties without prior written consent.
14.4 If Client provides suggestions or feedback, Fruition may use it without restriction and without obligation to Client.
15. SOPs, Documentation Hosting, and Post-Termination Availability
15.1 Client may retain copies of SOPs and documentation delivered during the engagement.
15.2 Fruition is not obligated to host, maintain, update, or provide continued access to SOP training systems, documentation portals, private videos, or internal knowledge bases after termination, suspension, or plan downgrade.
15.3 Client acknowledges that SOP guidance is operationally dependent on systems and business context. Fruition is not responsible for the ongoing accuracy of SOP materials after services end.
16. Support Eligibility and Change Control
16.1 SLAs and support obligations apply only to documented, approved, and supported flows/configurations that have not been modified by Client without Fruition approval.
16.2 Client must notify Fruition of material platform changes, permission changes, data model changes, or process changes that may impact CDHS/QDF behavior.
16.3 Fruition may require re-baselining (new SAE Map scope or revised SOW) if Client’s environment materially changes.
17. Client-Caused Issues and Out-of-Scope Requests
17.1 If an issue is caused by Client employee mistake, SOP violation, unauthorized configuration, incorrect inputs, or non-supported usage, Fruition may assist at Fruition’s discretion.
17.2 Such remediation is not included within support entitlements and may be billed separately even if Client characterizes it as “support.”
17.3 The pricing tables define what is included. Requests beyond table limits are out of scope.
18. Fees, Billing, Taxes, and Payment Enforcement
18.1 Fees, billing schedules, and payment terms are defined in the SOW or plan. Maintenance/support is billed annually unless otherwise stated.
18.2 Client is responsible for applicable taxes, excluding taxes on Fruition’s income.
18.3 Fruition may suspend services for non-payment or chargebacks, and may require reinstatement fees, updated payment method, or prepaid terms.
19. Renewal, Cancellation, and Notice
19.1 Subscription services may renew automatically for successive terms as defined in the SOW unless Client provides written notice of cancellation within the notice period defined in the SOW.
19.2 If the SOW is silent on notice, Client must provide at least thirty (30) days written notice prior to renewal to prevent renewal.
19.3 Cancellation does not eliminate payment obligations already incurred.
20. Suspension, Detachment, and Termination Effects
20.1 Fruition may suspend or terminate access for non-payment, security risk, material breach, misuse, or prohibited activities.
20.2 Upon termination or suspension, Fruition may disable data flows, automation execution, orchestration logic, governance rules, and system connectivity where continued operation would expose Fruition to legal, regulatory, security, or reputational risk.
20.3 Client acknowledges CDHS and QDFs are managed systems controlled by Fruition and continued access is conditional upon compliance with these Terms and payment status.
21. Service Levels, Remedies, and SLA Interaction
21.1 Response and resolution targets are defined in the applicable SLA and plan table.
21.2 SLA commitments apply only within scope, plan limits, and fair use limits. Excessive, repetitive, or abusive requests may be treated as out-of-scope regardless of tier.
21.3 Unless expressly stated in an SOW, Client’s sole remedies for SLA breaches are limited to the service actions Fruition performs under the SLA; no credits or refunds are owed.
22. Indemnification
22.1 Client Indemnity. Client shall indemnify and hold harmless Fruition from claims arising out of Client data, Client’s business activities, Client misuse, Client SOP violations, Client regulatory noncompliance, or third-party claims related to Client systems and operations.
22.2 Fruition Indemnity (IP Infringement). Fruition shall indemnify Client against third-party claims that Fruition-owned platform components, as delivered, infringe intellectual property rights, provided Client promptly notifies Fruition, cooperates, and allows Fruition to control the defense. Fruition has no obligation for claims arising from Client modifications, combination with non-approved systems, misuse, or use outside scope.
23. Limitation of Liability
23.1 To the maximum extent permitted by law, Fruition’s total liability arising from or related to the Offerings shall not exceed the fees paid by Client in the twelve (12) months preceding the event giving rise to the claim.
23.2 Fruition is not liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of revenue, loss of profits, business interruption, or loss of data.
24. Confidentiality
24.1 Each party shall protect the other party’s confidential information using reasonable care and shall use it only to perform obligations under the SOW.
24.2 Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, or lawfully received from a third party.
25. Publicity
25.1 Client may not use Fruition’s name, logos, or trademarks without Fruition’s written consent.
25.2 Fruition may reference Client as a customer only with Client’s written approval unless otherwise stated in the SOW.
26. Export Controls and Legal Compliance
26.1 Client represents it will not use Offerings in violation of export control laws, sanctions laws, or other applicable laws.
26.2 Fruition may immediately terminate services if continued service would violate law or create legal exposure.
27. Modifications to Terms
27.1 Fruition may update these Terms. Fruition will provide notice via email or posting to a designated legal page.
27.2 Continued use of Offerings after notice constitutes acceptance of updated Terms.
28. Assignment
28.1 Client may not assign these Terms or an SOW without Fruition’s prior written consent, except to an affiliate or successor in merger/acquisition that assumes all obligations.
29. Severability and Waiver
29.1 If any provision is unenforceable, the remainder remains in effect.
29.2 Failure to enforce a provision is not a waiver.
30. Governing Law and Venue
30.1 These Terms are governed by the laws of the State of California, excluding conflict of law rules.
30.2 Exclusive venue shall be state or federal courts located in California.
30.3 Before initiating any legal proceeding, the parties agree to attempt good-faith negotiation for a period of thirty (30) days from written notice of the dispute. If unresolved, either party may pursue mediation before resorting to litigation. Nothing in this section prevents either party from seeking emergency injunctive relief where necessary to protect its rights.
Final Architectural Notice
CDHS and QDFs are architectural enforcement layers. Their effectiveness depends on stable upstream systems, accurate data, and adherence to SOPs and the SAE Map. Fruition provides architecture and managed systems but does not replace Client’s internal ownership, governance accountability, or operational responsibility.
If you have any questions about these Terms, please get in touch with us at Legal@Fruition-RevOps.com
BY PURCHASING AND USING ANY OF OUR SERVICES AND/OR PLANS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.
