Subscription Agreement
These Terms & Conditions govern all engagements between RevOnyx LLC and its clients. By signing a RevOnyx proposal or Statement of Work, you agree to be bound by the terms below. Please read carefully before signing.
Section 1. Services
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Company the services described in the signed RevOps Engagement Proposal, incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and the signed RevOps Engagement Proposal, the Agreement shall prevail. In the event there is no RevOps Engagement Proposal specified, the services will be for general Salesforce, HubSpot & Revenue Operations Systems consulting and support.
Section 2. Compensation
Company shall pay Consultant for services rendered pursuant to the signed RevOps Engagement Proposal, outlining services to be provided.
2.1 Reimbursable Expenses
Consultant may expense reasonable costs to Company with approval, which reimbursable expenses shall appear on monthly invoices submitted by Consultant. Such reimbursable expenses may be more than what is described in the signed RevOps Engagement Proposal. The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
2.2 Payment of Taxes
Each Party is solely responsible for the payment of its own taxes, including employment taxes, during the course of this Agreement and any similar federal or state taxes.
2.3 Payment upon Termination
In the event that either Party terminates this Agreement pursuant to Section 8, Company shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work completed.
2.4 Authorization to Perform Services
The Consultant is authorized to perform any additional work or incur any costs as Consultant identifies as being reasonably necessary to provide the services described in the signed RevOps Engagement Proposal.
2.5 Business License
Company warrants that it is duly licensed and authorized to conduct its business, as well as contract with Consultant under applicable law.
Section 3. Facilities and Equipment
Company shall, at its sole cost and expense, provide access to its facilities and equipment as necessary for Consultant to perform the services required by this Agreement, as deemed in Consultant's sole discretion.
Section 4. Limitation of Liability
Consultant is not responsible for any consequential, indirect, punitive, incidental, or special damages unless such claims are the result of illegal activities or gross negligence by Consultant. Except for instances of illegal activities or gross negligence, the maximum liability of Consultant shall be limited to all fees paid by Company for Consultant's services. Consultant makes no express or implied warranties, including warranties of merchantability and fitness for a particular purpose.
Section 5. Indemnification
Company's Indemnification Obligations. Company hereby agrees to indemnify and hold harmless the Consultant and its members, managers, officers, employees, contractors, agents (collectively, the "Indemnitees") from and against any and all costs, losses, liabilities, damages, litigation, claims, judgments, costs, and expenses, including, without limitation, reasonable attorneys' fees and other expenses of investigation and defense (collectively, "Claims"), to which the Indemnitees may become subject to or which are incurred in connection with, arise out of, result from, or are attributable to (i) any material breach of the terms of this Agreement by Company, or (ii) the gross negligence of Company in providing the Services.
Section 6. Status of Consultant
6.1 Independent Contractor
At all times during the term of this Agreement, the Parties shall be independent contractors of each other and shall not be an employee of the other. Nor shall this Agreement be construed as a joint venture or partnership between the Parties. Notwithstanding any other Company, state, or federal policy, rule, regulation, law, or ordinance to the contrary, neither Party nor any of its employees, agents, and subcontractors providing services under this Agreement shall qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by the other Party. Each party shall remain solely responsible for payment of its employees, and this Agreement shall not be construed as an agreement to become a joint employer.
6.2 Consultant Not an Agent
Except as the Parties may specify in writing, neither Party shall have authority, express or implied, to act on behalf of the other Party in any capacity whatsoever as an agent.
Section 7. Governing Law, Jurisdiction, and Compliance with Laws
7.1 Arbitration
All disputes arising from this Agreement, except for claims for temporary or preliminary injunctive relief, shall be resolved in Arbitration pursuant to the rules and procedures of commercial arbitration of the American Arbitration Association and shall provide for the awarding of costs (including attorneys', experts' and arbitrator's fees and expenses) to the substantially prevailing party. In the event the American Arbitration Association's commercial rules are unavailable, the arbitration proceeding shall continue under a substitute set of rules as selected as follows: (1) by written agreement of the parties to this Agreement; or (2) application to the Superior Court of Clark County, Washington, who shall select a set of substitute rules. The award so made shall be valid and binding as if it had been made under the American Arbitration Association's commercial rules last in effect unless otherwise agreed by the parties in accordance with (1) above.
7.2 Governing Law and Venue
This Agreement, and the rights and duties of the Parties arising out of this Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Washington, without regard to any conflicts of law provisions, and each of the parties hereby consent to exclusive personal jurisdiction in the state and federal courts of Washington, subject to the Parties arbitration agreement as set forth above.
Section 8. Termination and Modification
8.1 Termination
If the applicable proposal specifies a six (6) month engagement, Company agrees to an initial six (6) month commitment period ("Initial Term") beginning on the effective start date of services. During the Initial Term, the Agreement may not be terminated by Company for convenience and all fees for the Initial Term remain due and payable. Following completion of the Initial Term, the Agreement will automatically continue on a month-to-month basis unless either party provides thirty (30) days' written notice of termination. In such case, Company agrees to pay the final monthly invoice covering the thirty (30) day notice period. Consultant may terminate this Agreement at any time and without cause upon written notice to Company. In the event of Consultant's default, Company may provide fifteen (15) days' written notice of Consultant's right to cure such default; if Consultant fails to cure such default within fifteen (15) days of receipt of such notice, Company may terminate this Agreement. In the event of termination, Consultant shall be entitled to compensation for services performed through the effective termination date, including the final monthly payment required under the notice provisions above.
8.2 Amendments
The Parties may amend this Agreement only by a writing signed by all the Parties.
8.4 Assignment and Subcontractin
Consultant may assign this Agreement or any interest therein upon written notice to Company. Consultant may, with or without notice to Company, subcontract any portion of the performance contemplated and provided for herein as determined by Consultant without violating this Agreement, including any terms of any nondisclosure agreements.
8.5 Survival
All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Company and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant
If Consultant materially breaches any of the terms of this Agreement, Company's sole remedies shall be to a) immediately terminate the Agreement; b) retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to the signed RevOps Engagement Proposal, subject to any nondisclosure agreements between the Parties; and c) charge Consultant the difference between the cost to complete the work described in the signed RevOps Engagement Proposal that is unfinished at the time of breach and the amount that Company would have paid Consultant had Consultant completed the work. Consultant's termination of the Agreement pursuant to Section 8 herein shall not be considered a material breach.
Section 9. Intellectual Property
9.1 Ownership of Intellectual Property
Each Party will remain the sole owner of, and will retain all rights, title and interest in and to, the intellectual property owned by each respective party as of the Effective Date. The Company is, and will at all times remain, the sole and exclusive owner of all right, title and interest in and to all of the results of the services performed by Consultant under this Agreement.
Section 10. Miscellaneous Provisions
10.1 Attorneys' Fees
If any dispute arises between the parties with respect to this Agreement, and there follows a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorney's fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
10.2 Equitable Relief
Each Party acknowledges that any material breach under this Agreement with respect to the proprietary rights or confidential information of the other Party may cause the other Party irreparable injury for which there are inadequate remedies at law, and that therefore the other Party will be entitled to seek to obtain through normal judicial process an order or orders for equitable relief with respect to any such breach in addition to all other remedies provided by this Agreement or available at law.
10.3 Notice
Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the Party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party as identified below or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered.
10.4 Severability
If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
10.5 No Implied Waiver of Breach
The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.6 Successors and Assigns
The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.7 Conflict of Interest
Consultant may serve other clients or customers without restriction.
10.8 Integration
This Agreement, including the scope of work described in the signed RevOps Engagement Proposal, represents the entire and integrated agreement between Company and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
10.9 Counterparts and Section Headings
This Agreement may be signed in duplicate or as separate counterparts, which are effective as if the parties signed a single original. The section headings are for convenience only and are not to be used in interpreting this Agreement or any of its provisions.
Questions?
If you have any questions about this Subscription Agreement you can contact us: getstarted@revonyx.io
Last Updated: March 16, 2026