Terms of Service

Version: v1.0
Last updated: May 28, 2026
Effective: Upon your acceptance below
Read the plain‑English FAQ → · View page-by-page (Core + Modules) →

Roadmap (“Roadmap,” “we,” “us,” “our”) is the brand under which Roadmap Law PLLC, a professional limited liability company, delivers fractional in‑house legal counsel and business advisory services to operators, founders, growth‑stage companies, and individuals (see Section 1). This is the one‑document view of these Terms, suitable for printing or sharing with procurement or counsel; the same content is also available page‑by‑page with Core terms on the main page and each Module on its own page. U.S. law firms engaging Roadmap on a per‑hour co‑counsel basis are governed by the separate CoCounsel Terms, not this Engagement Letter.

This Engagement Letter and Terms of Service (the “Engagement Letter”) governs the legal and advisory services we provide to you (“Client,” “you”) through any Roadmap subscription, fixed‑fee workflow, or other engagement initiated through useroadmap.co, our client portal, or a Stripe invoice issued by Roadmap.

By purchasing a Roadmap subscription or paying for a Roadmap workflow that references this Engagement Letter, you (i) accept this Engagement Letter, (ii) agree to be bound by its Core terms and the applicable Module (Module M‑SUB for subscriptions; Module M‑WF for workflows), and (iii) represent that you have authority to bind the entity or individual identified in your account or on the invoice. If you do not agree, do not subscribe and do not pay the invoice.

Core Terms

1. Who We Are

Roadmap is the brand under which legal and business advisory services are delivered. The contracting entity for all services provided under this Engagement Letter is Roadmap Law PLLC, a professional limited liability company. Where this Engagement Letter refers to “Roadmap,” “we,” “us,” or “our,” it means Roadmap Law PLLC operating under the Roadmap brand. References to affiliates of Roadmap (including Roadmap Ventures LLC, addressed in Section 10) identify those affiliates separately.

Roadmap is a New York law firm. We practice anywhere our attorneys’ licenses allow, and we maintain presences in other U.S. states and foreign jurisdictions to support cross‑border transactional and expansion work — for U.S. clients expanding abroad and for foreign clients expanding into the U.S. — in each case subject to applicable licensing requirements and rules of professional conduct. For matters governed by laws of jurisdictions where our attorneys are not licensed, we may associate with local counsel or decline the matter. Jurisdictional information for each attorney is available on the Team page.

This Engagement Letter is organized into Core terms that apply to every engagement under it, plus two Modules that apply only when you actually purchase that offering: Module M‑SUB governs Roadmap Counsel, Roadmap Personal, and Roadmap Operator subscriptions and workflows consumed through them; Module M‑WF governs Roadmap Workflows (fixed‑fee productized deliverables), purchased either by a subscriber (charged to the payment method on file under the subscription) or by a non‑subscriber at Stripe checkout. Roadmap CoCounsel — per‑hour co‑counsel for U.S. law firms in good standing — is not offered under this Engagement Letter and is governed by the separate Roadmap CoCounsel Terms. Roadmap does not offer per‑hour engagements under this Engagement Letter; all engagements under these Core terms are either subscription‑based (M‑SUB) or fixed‑fee (M‑WF).

2. How We Communicate

All services under this Engagement Letter are delivered in Slack and on Roadmap‑branded web pages, including the client portal. Email is generally reserved for communications with third parties, and even then we prefer Slack Connect where the third party can support it, so client data stays inside a unified security and privacy perimeter. We do not accept substantive legal instructions or matter submissions by phone, text, or in‑channel messages outside Roadmap surfaces.

You consent to electronic delivery of all notices, disclosures, statements, invoices, and other communications under this Engagement Letter, to electronic execution and acceptance (including clickwrap acceptance and acceptance by payment of a Stripe invoice), and to electronic recordkeeping by Roadmap, in each case in accordance with the federal ESIGN Act and applicable state electronic transactions laws. You may withdraw this consent by cancelling under the applicable Module.

3. Scope of Services

3.1 Roadmap Offerings

Under this Engagement Letter, Roadmap offers two categories of engagement, each governed by Core terms plus the applicable Module:

Subscriptions — Roadmap Counsel (legal subscription for companies), Roadmap Personal (legal subscription for individuals), and Roadmap Operator (non‑legal business advisory subscription). Governed by Module M‑SUB.
Workflows — fixed‑fee, productized workflow deliverables. Available both to active subscribers (charged to the payment method on file under the subscription) and to non‑subscribers (paid at Stripe checkout). Governed by Module M‑WF.

CoCounsel — per‑hour co‑counsel for U.S. law firms — is offered separately under the Roadmap CoCounsel Terms and is not an engagement category under this Engagement Letter. Roadmap may add, retire, or rename offerings from time to time; each offering then in effect under this Engagement Letter is governed by these Terms and the applicable Module unless and until a successor or replacement engagement letter is issued.

3.2 Legal Client Status (general rule)

You are a legal client of Roadmap under this Engagement Letter, and the attorney‑client relationship and privilege rules in Section 6 apply, only if you are engaged through one of the following: (a) an active Roadmap Counsel or Roadmap Personal subscription under Module M‑SUB; or (b) a workflow under Module M‑WF that is a legal deliverable (as identified on the Stripe checkout or in the portal quote). Subscribers to Roadmap Operator alone, and purchasers of advisory‑only workflows, are advisory clients, not legal clients of Roadmap, and no attorney‑client relationship is formed by acceptance of this Engagement Letter or by receipt of advisory services. Advisory communications are confidential under Section 6.2 but are not protected by the attorney‑client privilege or the work‑product doctrine. (CoCounsel engagements with U.S. law firms form a separate attorney‑client relationship between Roadmap and the Firm under the CoCounsel Terms; nothing in this Section 3.2 addresses those engagements.)

If, during the course of an advisory engagement, a question arises that requires legal analysis or judgment, Roadmap will either (a) decline to address it and refer you to qualified counsel, or (b) offer you the opportunity to separately purchase a legal subscription or legal workflow, at which point the attorney‑client relationship will form on the terms set out in Section 6 with respect to that engagement.

Roadmap is not acting as your tax, accounting, financial, or investment advisor under any engagement, and nothing in any service constitutes tax, accounting, financial, or investment advice.

3.3 Portal‑Only Actions

The Roadmap client portal at useroadmap.co (and the billing portal linked from it) is the exclusive channel for: (a) cancelling a subscription, (b) changing billing settings, (c) submitting a legal matter, and (d) submitting an advisory project. We do not accept these actions by email, Slack, phone, or in‑channel message.

3.4 Use of AI Tools — Integral & Native; No Opt‑Out

AI is integral and native to the Roadmap service. The Roadmap platform is built around an AI client‑operations layer (including Ava, our AI assistant) that runs inside your per‑client Slack channel and Drive folder. AI processing is used in the ordinary course of delivering the service — including triage, research, drafting, document review, citation, and client‑operations workflows — in each case subject to attorney supervision, our confidentiality and privilege obligations, and our Attorney‑Client Privilege and Security policies. Our independent professional judgment and the supervising attorney’s review remain the controlling standard for all legal work product, regardless of any AI tool used.

There is no AI‑free version of the service and no opt‑out. By subscribing to or continuing any Roadmap engagement under this Engagement Letter (subscription or workflow), you provide informed consent to Roadmap’s use of AI tools (including Ava and the underlying AI sub‑processors disclosed in our Privacy Policy §7) in the delivery of services to you. Roadmap does not offer a non‑AI tier, a non‑AI matter pathway, or a per‑matter or per‑channel mechanism to disable Ava or to exclude AI from service delivery. If you do not accept AI processing as described in this Section 3.4 and in our Privacy Policy, do not subscribe, do not purchase, and do not pay any Roadmap invoice. Existing engagements may be terminated under the applicable Module; termination is subject to the applicable Module’s no‑refund and clawback rules and does not retroactively withdraw consent to AI processing that has already occurred under the engagement.

No training on Client Content. Roadmap does not use Client Content to train, fine‑tune, or otherwise modify any AI model — whether operated by Roadmap, by Perplexity, or by any third‑party model provider — unless Client has expressly authorized that specific training activity in a signed writing referencing this commitment. “Client Content” means the substantive content of Client’s matter or engagement, including documents, files, message bodies, draft work product, and matter facts. This commitment does not restrict Roadmap’s use of Operational Data and de‑identified, aggregated analytics as described in our Privacy Policy.

3.5 No Guarantee of Outcome

We represent you diligently and in accordance with applicable rules of professional conduct. We make no guarantees as to the outcome of any matter.

3.6 We Are Not Your Tax, Accounting, or Investment Advisor

Unless expressly stated in writing for a specific engagement, Roadmap does not provide tax, accounting, financial planning, or investment advice. You should retain qualified professionals in those disciplines as needed. References in our work product to tax, accounting, or financial treatment are for informational purposes and are not a substitute for advice from a licensed practitioner in that field.

3.7 Out‑of‑Scope Work — Routing to Add Matter and Create Project

When Roadmap (including through Ava, our AI assistant) or Client identifies work that falls outside the scope of Client’s active subscription under Module M‑SUB, Roadmap will tell Client promptly and direct Client to the appropriate productized flow in the client portal: Add Matter for a legal fixed‑fee matter, or Create Project for an advisory fixed‑fee project. Both flows are accessed through the client portal as the exclusive channel for these submissions (Section 3.3, Portal‑Only Actions).

The portal’s automated pricing engine generates a fixed‑fee quote based on the scope and matter or project type. On Client’s acceptance of the quote, the resulting engagement is governed by Module M‑WF (Workflows), under which a fixed fee is earned when the corresponding deliverable is delivered (M‑WF.1). For active subscribers, the fee is charged to the payment method on file under the subscription; for non‑subscribers, the fee is charged at Stripe checkout. In either case, Module M‑WF attaches to the Engagement Letter on payment without any new clickwrap event (Section 23).

Routing to Add Matter or Create Project is one of the options available under Section 6.3 (Conflict, Jurisdictional, and Scope Checks; Out‑of‑Scope Matters); Client may also continue the subscription with the matter handled by referred outside counsel, or decline the work. Subscription fees are not prorated or refunded on account of any individual matter being out of scope. Roadmap does not offer per‑hour engagements under this Engagement Letter.

4. General Definitions

The following terms have the meanings set out below when used in this Engagement Letter:

“Module” means M‑SUB or M‑WF, as the context requires.
“Engagement‑Specific Terms” means a side letter or other writing signed by both parties that sets additional or different terms for a specific engagement, as described in Section 13.
“Stripe Customer Portal” means the Stripe‑hosted billing portal accessible from your Roadmap account where Client can manage payment methods, view invoices, and (for Monthly Plans under M‑SUB) turn off auto‑renewal.
“Client Content” has the meaning set out in Section 3.4.

5. Fees, Billing & Payment (Core)

5.1 Failed Payments; Suspension; Collection

If a scheduled charge through Stripe fails, Roadmap (or Stripe on Roadmap’s behalf) may attempt to retry the charge on the payment method on file in accordance with Stripe’s standard retry logic. If a payment remains unpaid after reasonable retries, Roadmap may (a) suspend access to the applicable engagement under any Module, (b) continue to invoice amounts owed (including any discount‑clawback amount owed under Module M‑SUB following early cancellation of an Annual Commitment Plan), and (c) take all commercially reasonable steps to collect unpaid amounts, including referring the matter to a collection agency or to counsel, in each case subject to Roadmap’s continuing obligations under applicable rules of professional conduct. Suspension does not relieve Client of the obligation to pay amounts due.

5.2 Price Changes

Roadmap may change pricing from time to time. We will give Client at least sixty (60) calendar days’ written notice before any price change takes effect on Client’s engagement. After receiving notice, Client has thirty (30) calendar days to opt out under the cancellation mechanics of the applicable Module (in which case the new pricing will not apply to the then‑current Subscription Term or engagement but will apply to any subsequent term or engagement Client elects to begin). If Client does not opt out, the new price takes effect on the next Billing Period, Renewal Date, or invoice (as applicable) after the notice period ends, and continued use constitutes acceptance.

5.3 Stripe Customer Portal

Through the Stripe Customer Portal, Client may (a) update or replace the payment method on file, (b) view past invoices, (c) for a Monthly Plan under Module M‑SUB, turn off auto‑renewal, and (d) take other billing actions that Stripe makes available from time to time. Non‑renewal and early termination of an Annual Commitment Plan under Module M‑SUB are not available in the Stripe Customer Portal and must be requested by written notice under M‑SUB. Actions taken through the Stripe Customer Portal do not override the substantive terms of this Engagement Letter, including the discount‑clawback obligation under Module M‑SUB and the no‑refund rule for engagement‑retainer fees already paid for consumed Billing Periods.

5.4 Expenses

Out‑of‑pocket expenses (filing fees, service of process, court reporters, third‑party search and document fees) are not included in subscription fees or workflow fees, and are invoiced at cost, with material expenses cleared in advance where practicable.

5.5 Taxes

All fees are exclusive of any sales, use, value‑added, withholding, or similar taxes. Client is responsible for any such taxes (other than taxes on Roadmap’s net income), and Roadmap will collect or invoice such taxes where required by law.

5.6 Late Payment

Invoices not paid when due may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. We may suspend non‑urgent work on past‑due accounts, subject to our continuing obligations under applicable rules of professional conduct.

5.7 Funds Handling

Roadmap’s billing is structured so that fees are charged contemporaneously with, or in arrears of, the corresponding service being earned, with one limited exception for workflow products: subscription engagement retainers under Module M‑SUB are billed at the start of each Billing Period for the reservations described in M‑SUB.6 and are earned at the start of that Billing Period; and workflow fees under Module M‑WF are charged in full at checkout (to the payment method on file for a subscriber, or at Stripe checkout for a non‑subscriber) but, as set out in M‑WF.1, are earned only on delivery of the corresponding deliverable and are refunded in full if the deliverable is not delivered. Captured payments are deposited into Roadmap’s operating account. Out‑of‑pocket expenses under Section 5.4 are billed at cost after they are incurred; Roadmap does not hold client funds against future expenses. Nothing in this Section 5.7 limits any non‑waivable obligation Roadmap has under applicable rules of professional conduct, including New York Rule of Professional Conduct 1.15 and the analogous rules of any other jurisdiction in which Roadmap’s attorneys are licensed; Roadmap’s handling of unearned workflow fees between checkout and delivery is intended to be consistent with those rules, and any non‑waivable trust‑account or escrow obligation applicable to a particular workflow will be observed notwithstanding the standard charge‑at‑checkout pattern.

6. Formation of the Attorney‑Client Relationship; Intake Confidentiality

6.1 What Acceptance Does, and Does Not Do

When you accept this Engagement Letter — by purchasing a subscription, paying for a workflow, or creating an account — you agree to be bound by these terms with respect to the engagement and payment. Acceptance alone does not create an attorney‑client relationship. If your engagement is advisory‑only under Section 3.2, no attorney‑client relationship will form under this Engagement Letter regardless of acceptance. For engagements eligible to form an attorney‑client relationship under Section 3.2, the attorney‑client relationship begins only when Roadmap actually commences attorney work for you. We will not commence attorney work until we have completed conflict and jurisdictional checks (Section 6.3) and accepted the engagement.

6.2 Intake Confidentiality

Between the moment you create an account or enter the Roadmap workspace and the moment we commence attorney work, your communications with us — including any materials you submit and information you share for the purpose of identifying and selecting an attorney — are held in confidence for that purpose. This intake confidentiality applies whether or not we ultimately accept the engagement, and survives a decision not to proceed.

6.3 Conflict, Jurisdictional, and Scope Checks; Out‑of‑Scope Matters

Before commencing work, Roadmap performs conflict, jurisdictional, and scope checks. These checks, and the decision to accept, decline, or scope any engagement or matter, are in Roadmap’s sole discretion.

If we determine that a specific matter falls outside the scope of your subscription (under M‑SUB) or your workflow (under M‑WF) — whether because of practice area, jurisdiction, complexity, capacity, conflict, or otherwise — your options are limited to one or more of the following, in our sole discretion: (i) a fixed fee for the matter, (ii) continuing your engagement with the matter handled by referred outside counsel where possible, or (iii) declining the matter. Roadmap does not offer per‑hour engagements under this Engagement Letter; the only per‑hour offering Roadmap makes is to U.S. law firms as co‑counsel under the separate CoCounsel Terms. Fees already paid are not prorated or refunded on account of any individual matter being out of scope.

If we decline an engagement at the outset — before any subscription or workflow has commenced — on conflict or jurisdictional grounds, we will refund any fees you paid specifically in connection with that declined engagement, subject to standard financial‑processing timing. Once work has commenced under any pricing model, refunds are governed by the applicable Module (no proration, no refunds except as expressly stated).

6.4 Privilege Once Formed

Once the attorney‑client relationship is formed under Section 6.1 (and only for clients eligible to form one under Section 3.2), communications between you and Roadmap for the purpose of obtaining legal advice are protected by the attorney‑client privilege and the work‑product doctrine, subject to applicable law. For advisory‑only clients, communications with Roadmap are confidential under Section 6.2 but are not privileged.

6.5 Sources of Confidentiality Protection

For legal engagements (Counsel, Personal, legal workflows). The confidentiality of Client information is committed primarily through the New York Rules of Professional Conduct and the analogous rules of any other jurisdiction in which the attorney(s) serving Client are licensed. Under NY RPC 1.6, a licensed attorney owes a professional duty of confidentiality to every client and prospective client, enforceable by the relevant bar (including the technology‑safeguard requirements of RPC 1.6(c) and the supervision duties of RPC 5.1 and 5.3). Once an attorney‑client relationship is formed for a matter under Section 6.1, the attorney‑client privilege and the work‑product doctrine additionally protect Client’s communications and materials from compelled disclosure. The prospective‑client duty under NY RPC 1.18 applies at intake under Section 6.2. These regulatory protections are the operative source of confidentiality for legal engagements. This Engagement Letter does not create a separate or parallel contractual confidentiality cause of action for legal‑engagement Clients.

For advisory engagements (Roadmap Operator and advisory workflows). Advisory engagements are not legal services and no attorney‑client relationship is formed. The attorney‑client privilege and the work‑product doctrine do not apply. Confidentiality for advisory engagements is committed by contract: Roadmap will treat Client’s non‑public business and personal information disclosed to Roadmap in connection with the advisory engagement as confidential, will not disclose it to third parties except as needed to deliver the engagement or as required by law, and will return or destroy it on Client’s written request following termination. The Roadmap attorneys staffed on an advisory engagement remain personally bound by their applicable rules of professional conduct with respect to information they learn, but that is a personal professional duty owed by the lawyer and is not an evidentiary privilege protecting Client’s information from third‑party compelled disclosure.

Sub‑processors used to deliver the Service are bound to Roadmap by their respective service agreements (and, where applicable, a data‑processing addendum) to confidentiality and security obligations consistent with the practices described in this Engagement Letter, in our Security page, and in our Privacy Policy §7, which is the controlling, current list of sub‑processors (currently Slack, Google Workspace, Notion, Stripe, Vercel, Perplexity, and GitHub).

7. Client and Scope of Representation

The Client is the individual or entity named in your Roadmap account or on the applicable Stripe invoice. Representation of an entity does not create an attorney‑client relationship with any individual owner, officer, director, employee, or affiliate of that entity, except where expressly agreed in a separate engagement. We do not represent your affiliates, parents, subsidiaries, investors, customers, or counterparties by virtue of representing you. Related entities must subscribe or be added in writing.

You represent and warrant that (a) all information you provide to Roadmap is accurate and complete in all material respects, (b) you have authority to engage Roadmap on the terms set out here, and (c) you and your beneficial owners are not subject to sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or otherwise prohibited from engaging Roadmap under U.S. export, sanctions, or anti‑money‑laundering laws.

8. Governing Law, Venue, and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to conflict of laws principles. For purposes of professional responsibility, the conduct of the attorney(s) providing services will be governed by the rules of professional conduct of the State of New York and, where applicable, the rules of any other jurisdiction in which such attorney(s) are licensed and authorized to practice.

Where permitted by applicable professional conduct rules, and in accordance with your informed written consent in this Engagement Letter, any dispute, claim, or proceeding arising out of or relating to the services provided under this Engagement Letter, including any claim for legal malpractice, will be resolved by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). You acknowledge that arbitration is a private dispute‑resolution process in which a neutral arbitrator, rather than a judge or jury, will decide the dispute, that discovery and appeal rights may be more limited than in court, and that this clause applies to disputes relating to fees and the services provided.

Judgment on any arbitration award may be entered and enforced exclusively in the state or federal courts located in Palm Beach County, Florida, and, for that limited purpose, you consent to the personal jurisdiction and venue of such courts. Nothing in this Section 8 limits your rights under applicable rules of professional conduct, and you have the right to seek the advice of independent counsel before consenting to this provision.

CLASS ACTION WAIVER. EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PARTY AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER. THIS WAIVER APPLIES TO ANY ACTION PERMITTED TO BE BROUGHT IN COURT UNDER THIS SECTION 8 (INCLUDING ENFORCEMENT OF AN ARBITRATION AWARD).

9. Conflict Waiver

Roadmap serves diverse clients with differing interests. Our representation of you does not preclude us from representing other clients in matters that may differ from or be adverse to yours, provided such matters are not the same as or substantially related to your engagement and your confidential information remains protected. Before accepting a legal matter, Roadmap performs a conflict‑of‑interest review.

If Roadmap identifies a direct, concurrent conflict that cannot be ethically waived or managed, we will not accept or will withdraw from that representation. Unless a direct and non‑waivable conflict exists, you consent to our representation of other clients in matters that may differ from or be adverse to your interests and you waive any objection to such representations, provided that your confidential information is fully protected and securely segregated from other client matters.

10. Affiliated Entity; Equity Compensation

Roadmap Ventures LLC (“Roadmap Ventures”) is an affiliated entity that, from time to time and in its sole discretion, accepts equity or equity‑linked instruments (including SAFEs, warrants, and direct equity grants) in lieu of, or as part of, the consideration for services rendered. Roadmap Ventures is a separate legal entity from Roadmap and does not itself provide legal or consulting services. All legal and consulting services covered by this Engagement Letter are provided by Roadmap. Any equity arrangement is memorialized in a separate writing between you and Roadmap Ventures and does not modify this Engagement Letter or the attorney‑client relationship.

Where equity is accepted in connection with an engagement, Roadmap will: (a) treat the equity arrangement as a business transaction subject to applicable rules of professional conduct, including those governing business transactions with clients; (b) recommend in writing that you seek the advice of independent counsel before entering into it, and provide a reasonable opportunity to do so; (c) obtain your written informed consent — signed by you — to the essential terms of the transaction, to the role of Roadmap Ventures, and to any conflict the arrangement may create; and (d) apply Roadmap’s conflict policies to the arrangement on an ongoing basis. Roadmap’s independent professional judgment remains the controlling standard for all legal services regardless of any equity position held by Roadmap Ventures.

11. Intellectual Property

As between Roadmap and Client, all documents, analyses, contracts, correspondence, and other materials Roadmap prepares specifically for Client in the course of providing services under this Engagement Letter (the “Client Work Product”) are client‑owned work product. Upon full payment of all fees and expenses, Client owns all right, title, and interest in and to the Client Work Product, including all copyrights and other intellectual property rights, with unrestricted right to use, copy, modify, distribute, and exploit it for any legitimate business purpose, including financings, audits, due diligence, M&A, and litigation. Client Work Product includes executed agreements, corporate records, cap tables, equity plans, policies, and other final documents prepared specifically for Client, but does not include Roadmap’s underlying templates or Roadmap IP.

Roadmap retains all right, title, and interest in (a) its pre‑existing and independently developed intellectual property — proprietary templates, forms, clause libraries, software, processes, methodologies, know‑how, and tools, whether or not used in providing the Services (“Roadmap IP”), and (b) generalized ideas, concepts, know‑how, techniques, and skills that Roadmap develops or refines in the course of representing Client and that are not specific to Client or its confidential information. No ownership rights in Roadmap IP are transferred or licensed to Client, except for a limited, non‑exclusive, non‑transferable, perpetual license to use Roadmap IP solely as embedded in the Client Work Product for Client’s internal business purposes. Client does not acquire any right to extract, replicate, or resell Roadmap IP separately from the Client Work Product. All rights in Roadmap IP not expressly granted are reserved.

To the extent any Client Work Product may be considered a “work made for hire” under U.S. copyright law, Client is the author and owner from creation. To the extent any such work is not deemed a work made for hire, Roadmap hereby assigns to Client all right, title, and interest in and to the Client Work Product upon full payment of fees and expenses. This assignment does not encompass Roadmap IP.

12. Publicity and Marketing

12.1 Name and Logo

Once Client has paid an invoice, Client grants Roadmap a royalty‑free, worldwide license to use Client’s name and logo to identify Client as a current or former Roadmap client — on our website, in our client lists, in our marketing and sales decks, in investor and conference materials, and in similar places where we describe who works with us. Roadmap may resize, crop, or adjust the display of Client’s marks as needed. This license survives the end of Client’s engagement and is not revocable. Client confirms Client has the right to grant this license.

12.2 Case Studies, Quotes, and Detailed Materials

Anything more specific than name and logo — case studies, written quotes, video testimonials, named individuals, before‑and‑after content, dollar amounts, results, and similar detailed materials — only goes up with Client’s prior written approval, piece by piece. Once approved, Client grants Roadmap a royalty‑free, worldwide license to use that specific piece for as long as it remains on Roadmap’s properties.

Client may ask Roadmap in writing to take down any specific piece of approved detailed material at any time, and Roadmap will remove it from Roadmap’s own website, decks, and social channels within a reasonable period. Roadmap cannot retrieve copies sitting in third‑party archives, search caches, or distributed elsewhere outside our control, but Roadmap will stop actively publishing or distributing the material from our properties.

This takedown right applies only to the detailed materials in this Section 12.2 — not to Client’s name and logo under Section 12.1.

12.3 Confidential Information

Nothing in this Section 12 lets Roadmap share confidential or privileged information without Client’s permission. Identifying Client as a Roadmap client does not disclose anything confidential.

13. Order of Precedence; Engagement‑Specific Terms

This Engagement Letter sets the default terms for every Roadmap engagement, whether legal or advisory, one‑off or long‑term. Only the Module(s) corresponding to engagements Client has actually purchased or initiated are in effect.

“Engagement‑Specific Terms” means a side letter or other writing signed by both Roadmap and Client that sets additional or different terms for a specific engagement. Stripe checkout pages, Stripe invoices, intake forms, and similar Roadmap surfaces describe the engagement (e.g., scope, fee, deliverable identity) and are incorporated by reference for those descriptive purposes, but they are not Engagement‑Specific Terms within the meaning of this Section 13 and do not override the Core or any Module.

Order of precedence. In the event of any conflict or inconsistency, the order of precedence is:

Engagement‑Specific Terms for that engagement (signed side letter),
the applicable Module (M‑SUB or M‑WF) for that engagement,
these Core terms, and
general policies referenced here (including the Privacy Policy, Security overview, and Attorney‑Client Privilege page),

with each higher item controlling over each lower item solely with respect to the engagement to which it applies. Acceptance of Engagement‑Specific Terms modifies this Engagement Letter only for that specific engagement; all other terms remain in full force and effect.

Inter‑Module rule. If Client holds engagements under both Modules concurrently, each Module governs only its own engagement. Where a single matter is plainly covered by an active subscription under Module M‑SUB, M‑SUB controls that matter and Module M‑WF does not apply unless the workflow is priced separately as a fixed‑fee workflow product.

We make no guarantees as to the outcome of any matter.

13A. No Warranties; Services Provided “As Is”

The Roadmap platform, the client portal, Ava, and our advisory (non‑legal) services are provided as‑is, like other software products. The ALL CAPS language below is the legal version of that. Our professional duties as licensed attorneys are unaffected by this section — nothing here disclaims those duties or any non‑waivable malpractice liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND RULES OF PROFESSIONAL CONDUCT, THE ROADMAP PLATFORM, THE CLIENT PORTAL, AVA, AND ALL ADVISORY (NON‑LEGAL) SERVICES PROVIDED UNDER THIS ENGAGEMENT LETTER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, TITLE, ACCURACY, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ROADMAP DOES NOT WARRANT THAT THE PLATFORM OR AVA WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM ROADMAP OR THROUGH THE PLATFORM CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS ENGAGEMENT LETTER.

NOTHING IN THIS SECTION 13A DISCLAIMS, LIMITS, OR WAIVES (i) ROADMAP’S OBLIGATIONS UNDER APPLICABLE RULES OF PROFESSIONAL CONDUCT, INCLUDING THE DUTIES OF COMPETENCE, DILIGENCE, AND SUPERVISION, OR (ii) ANY NON‑WAIVABLE LIABILITY FOR LEGAL MALPRACTICE. THIS SECTION 13A DISCLAIMS WARRANTIES WITH RESPECT TO THE PLATFORM AND THE TECHNOLOGY THROUGH WHICH SERVICES ARE DELIVERED; IT DOES NOT DISCLAIM ROADMAP’S PROFESSIONAL OBLIGATIONS WITH RESPECT TO LEGAL SERVICES RENDERED.

14. Limitation of Liability

This section limits how much Roadmap can be required to pay if something goes wrong — like every modern software contract. The ALL CAPS blocks below are the operative legal language.

To the maximum extent permitted by applicable law and rules of professional conduct, the parties agree that the legal and advisory services provided under this Engagement Letter are fundamentally delivered as a clickwrap subscription or fixed‑fee engagement, that the fees reflect this delivery model and the resulting allocation of risk, and that the limitations in this Section 14 are an essential element of the bargain between the parties.

(a) EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROADMAP AND ITS MEMBERS, ATTORNEYS, EMPLOYEES, CONTRACTORS, AND AFFILIATES (COLLECTIVELY, THE “ROADMAP PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS, OR DATA, IN EACH CASE ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER OR ANY SERVICES PROVIDED HEREUNDER UNDER ANY MODULE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A ROADMAP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) AGGREGATE CAP ON DAMAGES (ACROSS ALL MODULES). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ROADMAP PARTIES TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER, ANY MODULE, OR ANY SERVICES PROVIDED HEREUNDER — WHETHER UNDER ONE MODULE OR ACROSS MULTIPLE MODULES, AND WHETHER IN A SINGLE CLAIM OR ACROSS MULTIPLE CLAIMS — SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (I) TWO TIMES (2X) THE FEES ACTUALLY PAID BY CLIENT TO ROADMAP UNDER THIS ENGAGEMENT LETTER (UNDER ANY AND ALL MODULES, COMBINED) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE EARLIEST CLAIM, OR (II) FIVE THOUSAND U.S. DOLLARS ($5,000). THIS IS A SINGLE, COMBINED CAP. ONE ENGAGEMENT LETTER, ONE CAP — ACTIVATING ADDITIONAL MODULES DOES NOT CREATE ADDITIONAL OR STACKED CAPS. The cap scales with the fees Client actually pays across all Modules combined, so the cap remains a function of the value Client has placed on the overall Roadmap engagement and adjusts proportionally as Client’s subscription or workflow purchases change over time.

(c) Carve‑outs. Nothing in this Section 14 limits or waives (i) any liability that cannot be limited or excluded as a matter of applicable law or rules of professional conduct, including any non‑waivable liability for legal malpractice or fraud, or (ii) Roadmap’s obligations under applicable rules of professional conduct.

(d) ALLOCATION OF RISK. CLIENT ACKNOWLEDGES THAT THE FEES CHARGED UNDER THIS ENGAGEMENT LETTER REFLECT THE CLICKWRAP DELIVERY MODEL AND THIS ALLOCATION OF RISK, THAT THE LIMITATIONS IN THIS SECTION 14 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THOSE LIMITATIONS WOULD BE DIFFERENT (AND THE FEES CORRESPONDINGLY HIGHER) ABSENT A CLICKWRAP DELIVERY MODEL.

15. Indemnification

If a third party brings a claim against Roadmap because of something on your side — you breached the Terms, you gave us bad information, you broke the law, or your conduct in the matter caused the issue — you cover us for that claim. The ALL CAPS block is the legal version. We do not indemnify you the other way.

CLIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE ROADMAP PARTIES FROM AND AGAINST ANY THIRD‑PARTY CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO (A) ANY BREACH BY CLIENT OF THIS ENGAGEMENT LETTER, (B) ANY INACCURATE, INCOMPLETE, OR MISLEADING INFORMATION PROVIDED BY CLIENT TO ROADMAP, (C) ANY ACT OR OMISSION OF CLIENT OR ITS PERSONNEL IN CONNECTION WITH THE MATTERS ON WHICH ROADMAP IS ENGAGED, OR (D) ANY VIOLATION BY CLIENT OF APPLICABLE LAW, INCLUDING U.S. EXPORT, SANCTIONS, ANTI‑BRIBERY, OR ANTI‑MONEY‑LAUNDERING LAWS. This Section 15 does not apply to claims to the extent caused by a Roadmap Party’s gross negligence, willful misconduct, or violation of applicable rules of professional conduct.

16. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, labor disruption, internet or telecommunications outages, third‑party service failures, or cybersecurity incidents not caused by the affected party’s negligence. The affected party will notify the other promptly and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected engagement upon written notice, subject to Roadmap’s continuing obligations under applicable rules of professional conduct.

17. File Retention; Termination Handoff

On termination, Roadmap will return or provide Client with a copy of Client Work Product and Client materials we hold, subject to payment of undisputed fees and Roadmap’s right to retain a copy for its own records. Roadmap retains client files for not less than seven (7) years from conclusion of the matter (longer where required for specific matter types) under NY RPC file‑retention rules. After termination of an engagement, Client has 30 days of workspace access to export materials, after which the workspace may be archived or deleted in accordance with our Security policy and applicable retention obligations. Roadmap will preserve materials subject to a legal hold or active matter.

18. Modifications

Roadmap may update this Engagement Letter from time to time. Material changes will be posted at this URL with the updated “Last updated” date and notified to you by email or in‑portal notice at least 30 calendar days before they take effect on your engagement. If you do not agree to a material change, your sole remedy is to cancel under the applicable Module within the notice period; continued use of the engagement after the effective date constitutes acceptance of the updated terms. Non‑material changes (corrections, clarifications, or changes required by law or rules of professional conduct) may take effect upon posting.

19. Survival

The following categories of sections survive termination or expiration of any Module or of this Engagement Letter as a whole: (a) financial — Section 5 (failed payments, price changes, Stripe portal, expenses, taxes, late payment, funds handling), the billing and clawback provisions of Module M‑SUB, and the fixed‑fee earned‑on‑delivery rules of Module M‑WF; (b) confidentiality, privilege & IP — Sections 3.4 (AI & no training), 6.2 (intake confidentiality), 6.4 (privilege), 6.5 (sources of confidentiality), 11 (IP), 12 (publicity); (c) risk allocation & disputes — Sections 8 (governing law, venue, arbitration), 9 (conflict waiver), 13A (no warranties), 14 (limitation of liability), 15 (indemnification); (d) operational — Sections 10 (affiliated entity), 17 (file retention), 21 (assignment); and (e) interpretive — Sections 13 (order of precedence), 20 (entire agreement), this Section 19, and 22 (miscellaneous).

20. Entire Agreement

This Engagement Letter, together with any Engagement‑Specific Terms that reference it, constitutes the entire agreement between Roadmap and Client regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, whether written or oral.

21. Assignment

Assignment by Roadmap. Roadmap may assign or transfer this Engagement Letter, and any related matters, engagements, invoices, work product, and client files held by Roadmap Law PLLC, in whole or in part, upon written notice to Client, to any successor, affiliate, or restructured entity, whether by merger, reorganization, conversion, sale of substantially all assets, change of control, or transition to any other entity structure permitted by applicable rules of professional conduct, provided that any such successor or assignee is lawyer‑owned in accordance with the rules of professional conduct of every jurisdiction in which it practices (which, for an entity organized in a jurisdiction permitting alternative business structures (“ABS”), means lawyer ownership or control in accordance with that jurisdiction’s ABS authority, and for an entity practicing in a jurisdiction that has not adopted ABS, means traditional lawyer ownership compliant with that jurisdiction’s rules). Client consents in advance to any such assignment, including assignment to an entity organized in an ABS‑permissive jurisdiction operating under alternative business structure authority granted by that jurisdiction’s regulators. Any such successor or assignee will be deemed “Roadmap” for all purposes and will assume Roadmap’s rights and obligations under this Engagement Letter. This Section 21 governs only the assignment of the Roadmap Law PLLC engagement. Any equity arrangements held by Roadmap Ventures or its affiliates — which are not part of the Roadmap Law PLLC engagement — are governed by the separate agreements relating to those arrangements and are not transferred or assigned by operation of this Section 21.

Continuity of Legal Representation. Following any such assignment, Client’s legal matters will continue to be handled by a licensed attorney admitted to practice in New York (for matters governed by New York law), or, where the matter requires admission in another jurisdiction, by an attorney admitted in that jurisdiction, in each case where such an attorney is reasonably available within the successor entity or through the successor entity’s engagement of local counsel. Client acknowledges that the successor entity will not exercise non‑lawyer control over the substantive legal work performed for Client, that any non‑lawyer ownership permitted in an ABS‑authorized jurisdiction will operate only within the limits of that jurisdiction’s ABS regulatory framework, and that the licensed attorneys serving Client will at all times exercise independent professional judgment in accordance with the applicable rules of professional conduct.

Transition Notice; RPC 1.17 Consent. Roadmap will send Client a transition notice at the time of any such assignment, identifying the successor entity, its jurisdiction(s) of organization and practice, its ownership structure (and any ABS authority under which it operates), and confirming the continuity of legal representation as described above. This Section 21, together with that transition notice, constitutes Client’s informed written consent to the assignment for purposes of any applicable rule regarding sale or transfer of a law practice, including New York Rule of Professional Conduct 1.17 and the analogous rules of any other relevant jurisdiction.

Assignment by Client. Client may not assign this Engagement Letter or any rights or obligations under it without Roadmap’s prior written consent.

22. Miscellaneous

Roadmap acts as an independent contractor; neither party is the other’s partner, agent, or employee, and neither has authority to bind the other except as expressly authorized in writing (including under a duly executed power of attorney). If any provision is held unenforceable, the rest stays in force and the unenforceable provision is modified to the minimum extent needed to be enforceable. No waiver is effective unless in writing and signed by the waiving party. Headings are for convenience only. This Engagement Letter may be executed in counterparts and accepted by electronic means (including clickwrap acceptance and acceptance by payment of a Stripe invoice) under the U.S. ESIGN Act and equivalent state laws. Notices to Roadmap: support@useroadmap.co. Notices to Client: the email address on file in your Roadmap account.

23. Acceptance (Clickwrap)

This Engagement Letter is accepted at one of two acceptance moments:

Subscription signup. Purchasing a Roadmap subscription (Counsel, Personal, or Operator) constitutes acceptance of this Engagement Letter, Core terms, and Module M‑SUB.
Workflow purchase by a non‑subscriber. Paying for a workflow product at Stripe checkout without an active Roadmap subscription constitutes acceptance of this Engagement Letter, Core terms, and Module M‑WF.

Attachment of additional Modules without re‑acceptance. Once Client has accepted this Engagement Letter at either acceptance moment, additional Modules attach automatically to the existing Engagement Letter when Client later engages for that offering, without any new clickwrap event:

A subscriber who later purchases a fixed‑fee workflow product priced as a separate product (i.e., one not consumed through the subscription) activates Module M‑WF for that purchase by paying on the payment method on file under the subscription, governed by their previously accepted Engagement Letter; no new clickwrap is required.

By purchasing, paying, or otherwise accepting as described above, you confirm that:

you have read and understood this Engagement Letter in full, including the Core terms and the Module(s) you are accepting;
you have had the opportunity to seek the advice of independent counsel before accepting, including with respect to Section 8 (arbitration, class action waiver, and jury trial waiver), Section 9 (conflict waiver), Section 10 (affiliated entity and equity), Section 13A (no warranties), Section 14 (limitation of liability — including the aggregate‑across‑Modules cap), Section 15 (indemnification), and Section 21 (assignment);
you accept these terms and acknowledge that the attorney‑client relationship will form only as described in Sections 3.2 and 6, and only with respect to engagements eligible to form one; and
you have authority to bind the Client identified in your account or on the applicable Stripe invoice.

Module M‑SUB — Subscriptions

This Module M‑SUB applies only to Clients who have purchased a Roadmap subscription (Counsel, Personal, or Operator) and is in effect for so long as any such subscription is active.

M‑SUB.1 Subscription Modules

Roadmap offers a unified set of Subscription Modules — product lines that share these Terms but are independently purchased, scoped, and billed. Current Subscription Modules are:

Roadmap Counsel — fractional in‑house counsel coverage for companies and recurring legal programs. Legal subscription.
Roadmap Personal — fractional in‑house counsel coverage for the individual representation of natural persons (founders, operators, executives, and other individuals). Not available to companies or other entities; entities seeking legal coverage must subscribe to Roadmap Counsel. Legal subscription.
Roadmap Operator — fractional business advisory coverage for operators and companies, covering legal operations, commercial strategy, communications, policy, and technology advisory. Non‑legal advisory subscription.

Each Subscription Module is available on a Monthly Plan or an Annual Commitment Plan (each as defined in M‑SUB.2). Roadmap may add, retire, or rename Subscription Modules from time to time; each Subscription Module then in effect is governed by these Terms unless and until a successor or replacement engagement letter is issued for that module.

Plan inclusions and pricing are stated on the Stripe purchase page at checkout and incorporated by reference. Roadmap Counsel and Roadmap Personal cover day‑to‑day legal needs across our published practice and consulting areas — ordinary‑course contract review and drafting, employment and HR questions, IP and privacy guidance, corporate housekeeping, commercial and regulatory questions, and general advisory work. Roadmap Operator covers day‑to‑day business advisory work across our consulting areas and does not include the provision of legal services or the formation of an attorney‑client relationship (see Section 3.2).

Each subscription is a standalone purchase. Counsel, Personal, and Operator are independent products. Any of them may be purchased on its own, and a single Client may hold more than one concurrently in any combination. Each subscription is governed by this Engagement Letter, billed independently, and may be cancelled independently. Subscriptions are not tiers and do not stack into discounts; one subscription is never an upgrade, downgrade, or add‑on to another.

Subscription coverage does not include disproportionate, overly complex, high‑volume, or specialty matters as determined by Roadmap in its sole and reasonable discretion (examples: contested litigation, M&A execution, large financings, regulatory enforcement, multi‑jurisdiction filings, complex tax structuring, or projects requiring substantial dedicated attorney time over a sustained period). Roadmap has the sole right to decline any work outside subscription scope. If we decline, we will tell you promptly and, where appropriate, offer fixed‑fee pricing or a referral. Your only recourse if you disagree with our scope determination is to cancel your subscription under this Module.

Workflows consumed through a Subscription. Where a workflow deliverable is included in the scope of an active subscription (or is priced as “included for subscribers” on the Stripe checkout), that workflow is delivered under this Module M‑SUB and Module M‑WF does not apply to it. A workflow priced separately as a fixed‑fee product is governed by Module M‑WF, even if the purchaser holds an active subscription; for subscribers, that workflow purchase is charged to the payment method on file under the subscription, and acceptance of Module M‑WF for that purchase is automatic under Section 23 without any new clickwrap.

M‑SUB.2 Subscription & Billing Definitions

The following terms apply to every Subscription Module:

“Subscription Module” means any product line offered by Roadmap on a recurring subscription basis under these Terms (currently Roadmap Counsel, Roadmap Personal, and Roadmap Operator, and any successor or additional Subscription Module Roadmap introduces from time to time).
“Monthly Plan” means a Subscription Module purchased on a month‑to‑month basis, billed monthly in advance through Stripe, and auto‑renewing each month until cancelled in accordance with this Module.
“Annual Commitment Plan” means a Subscription Module purchased on a twelve (12)‑month committed term, billed in twelve (12) discounted monthly installments through Stripe at a per‑month rate lower than the standard Monthly Plan rate for the same Subscription Module (or, where Roadmap and Client agree in writing, a single discounted annual payment), and auto‑renewing for successive twelve (12)‑month terms until cancelled in accordance with this Module. The discounted rate is consideration for Client’s twelve (12)‑month commitment, which enables Roadmap to plan and reserve attorney availability, supervision capacity, conflicts‑review resources, and platform access on an annual basis. Cancellation before the end of the twelve (12)‑month committed term is subject to the discount clawback set out in M‑SUB.6.
“Subscription Term” means, for a Monthly Plan, the then‑current monthly Billing Period, and for an Annual Commitment Plan, the then‑current twelve (12)‑month committed term.
“Billing Period” means, for a Monthly Plan, the monthly recurring period that begins on the date of purchase (or the date of any subsequent renewal) and ends one (1) calendar month later, and, for an Annual Commitment Plan, each monthly installment period within the Subscription Term.
“Renewal Date” means the first calendar day of the next Subscription Term following the end of the current Subscription Term.

M‑SUB.3 Monthly Plan

A Subscription Module purchased on a Monthly Plan is billed monthly in advance through Stripe at the rate stated on the Stripe purchase page at the time of subscription. The Monthly Plan auto‑renews at the end of each Billing Period for an additional one (1)‑month Billing Period unless cancelled in accordance with this Module. Client may cancel a Monthly Plan at any time through the Stripe Customer Portal or the Roadmap client portal; cancellation takes effect at the end of the then‑current Billing Period, no further Billing Periods are charged, and no proration or refund of the current Billing Period is provided.

M‑SUB.4 Annual Commitment Plan

A Subscription Module purchased on an Annual Commitment Plan is a twelve (12)‑month subscription billed in twelve (12) discounted monthly installments through Stripe at the discounted per‑month rate stated on the Stripe purchase page at the time of subscription (or, where Roadmap and Client agree in writing, in a single discounted annual payment). The discounted monthly rate is lower than the standard Monthly Plan rate for the same Subscription Module under M‑SUB.3. The discount is consideration for Client’s twelve (12)‑month commitment, which enables Roadmap to plan and reserve attorney availability, supervision capacity, conflicts‑review resources, and platform access on an annual basis. The Annual Commitment Plan auto‑renews at the Renewal Date for an additional twelve (12)‑month Subscription Term at the same installment structure unless cancelled in accordance with this Module.

Non‑renewal of an Annual Commitment Plan. To prevent an Annual Commitment Plan from auto‑renewing at the next Renewal Date, Client must send written notice to support@useroadmap.co at least thirty (30) calendar days before the Renewal Date. The Stripe Customer Portal does not expose self‑serve cancellation for Annual Commitment Plans (it remains available for payment‑method updates and invoice history). A timely non‑renewal notice stops the next twelve (12)‑month Subscription Term from beginning; it does not terminate the then‑current Subscription Term, and the remaining discounted installments for that term will continue to be billed monthly through Stripe on their scheduled dates. Early termination of the then‑current Subscription Term is governed by M‑SUB.6 (Discount Clawback).

Early cancellation of an Annual Commitment Plan within the committed Subscription Term stops future installments from being billed on a forward‑going basis. Future (unbilled) installments for unconsumed months are not owed. However, because the discounted rate was consideration for the twelve (12)‑month commitment, early cancellation triggers the discount clawback on Billing Periods already consumed at the discounted rate, as set out in M‑SUB.6.

M‑SUB.5 Auto‑Renewal; Non‑Renewal and Cancellation Mechanics

Subject to M‑SUB.3 and M‑SUB.4: a Monthly Plan auto‑renews for successive one (1)‑month Billing Periods at the end of each then‑current Billing Period until cancelled through the Stripe Customer Portal or the Roadmap client portal; and an Annual Commitment Plan auto‑renews on the Renewal Date for successive twelve (12)‑month Subscription Terms (each billed in twelve equal monthly installments) unless Client sends written non‑renewal notice to support@useroadmap.co at least thirty (30) calendar days before the Renewal Date. A non‑renewal notice received less than thirty (30) calendar days before the Renewal Date does not prevent that renewal, and the next twelve (12)‑month Subscription Term will begin and be subject to M‑SUB.4.

Monthly Plan cancellation. Cancellation and auto‑renewal changes are effected through the Stripe Customer Portal or the Roadmap client portal. A timely cancellation stops the next Billing Period from beginning; it does not terminate the then‑current Billing Period or refund amounts already billed.

Annual Commitment Plan non‑renewal and early termination. These are effected by written notice to support@useroadmap.co. A timely non‑renewal notice stops the next twelve (12)‑month Subscription Term from beginning but does not terminate the then‑current Subscription Term. Early termination of the then‑current Subscription Term is governed by M‑SUB.6 (Discount Clawback). Roadmap does not accept cancellation or non‑renewal elections for Annual Commitment Plans through the Stripe Customer Portal, by Slack, by phone, or in‑channel message.

M‑SUB.6 Engagement Retainers; Annual Discount Clawback; No Refunds

Subscription fees are engagement (availability) retainers within the meaning of New York State Bar Ethics Opinion 599 and the New York Rules of Professional Conduct, earned at the commencement of each Billing Period as consideration for Roadmap’s commitment, for that Billing Period, to: (a) reserved attorney availability — at least one licensed attorney admitted to practice (in New York, or in another jurisdiction where the matter requires another license, where reasonably available) is on call for Client’s matters within scope; (b) reserved supervision capacity — all AI‑assisted work product is reviewed under a supervising attorney’s professional judgment in accordance with NY RPC 5.1 and 5.3 and the analogous rules of any other applicable jurisdiction; (c) reserved conflicts and intake capacity — conflict, jurisdictional, and scope checks are run on demand for Client’s matters as they arise; (d) reserved platform and channel access — Client’s per‑client Slack channel, Drive folder, and client portal remain provisioned and staffed; and (e) foregone alternative engagements — the foregoing reservations preclude Roadmap from accepting other engagements that would consume the same capacity. These reservations are performed and delivered during the Billing Period to which the fee relates, not on completion of any specific deliverable; the fee is therefore earned at the start of that Billing Period rather than held against future, contingent work. Subscription fees are not flat fees for specified deliverables and are not advance payments for future services. Fixed‑fee amounts under Module M‑WF are earned when the corresponding deliverable is delivered, as described in M‑WF.

Annual Commitment Plan — Discount Clawback. Each discounted monthly installment under an Annual Commitment Plan is itself an engagement retainer earned at the commencement of the corresponding Billing Period, as described above. The discount embedded in the Annual Commitment rate — i.e., the difference between the standard Monthly Plan rate under M‑SUB.3 and the discounted Annual Commitment rate under M‑SUB.4 — is separate consideration for Client’s twelve (12)‑month commitment, which enables Roadmap to plan and reserve attorney availability, supervision capacity, conflicts‑review resources, and platform access on an annual basis. If Client cancels an Annual Commitment Plan before the end of the twelve (12)‑month committed term, Roadmap will (i) stop billing future installments for unconsumed Billing Periods (no remaining‑installment liability for unconsumed months), and (ii) invoice Client for the cumulative discount applied to all Billing Periods already consumed under the Annual Commitment Plan — that is, the difference, summed across each consumed Billing Period, between the standard Monthly Plan rate under M‑SUB.3 and the discounted Annual Commitment rate Client actually paid for that Billing Period. This discount clawback is not a cancellation fee and is not a charge for unrendered services. It is a true‑up to the standard Monthly Plan rate for engagement‑retainer services already rendered (planned and reserved attorney availability, supervision, and platform access during each consumed Billing Period), reflecting that the discount was consideration for the twelve (12)‑month commitment Client elected to end early. The clawback amount is treated as fees already earned and is invoiced through Stripe. Client authorizes Roadmap to charge the clawback amount, when invoiced, against the payment method on file in accordance with Section 5.3 (Stripe Customer Portal) and Section 5.1 (Failed Payments).

No refunds for consumed periods. Engagement retainers earned at the start of a Billing Period are not refunded for that Billing Period, whether on cancellation, non‑renewal, price change, or any other event. If Client does not agree to a price change under Section 5.2, Client’s sole remedy is to cancel under this Module with appropriate notice. Continued service through the end of a paid period after cancellation does not create a refund right. Nothing in this M‑SUB.6 limits any non‑waivable right Client has under applicable rules of professional conduct.

Module M‑WF — Workflows

This Module M‑WF applies to fixed‑fee Roadmap Workflow products, regardless of whether the purchaser holds an active Roadmap subscription. Workflows consumed through an active subscription (i.e., included in subscription scope or priced as “included for subscribers”) are governed by Module M‑SUB and not this Module. This Module governs only workflows that are priced and purchased as separate fixed‑fee products.

M‑WF.1 Fixed‑Fee Matters and Workflow Products

Roadmap offers discrete fixed‑fee productized workflow deliverables (for example, a formation package, a filing, a contract review, or a defined workflow output). Fixed‑fee amounts and the deliverable scope are set on the Stripe checkout, the Stripe invoice, or applicable Engagement‑Specific Terms and are incorporated by reference for descriptive purposes (see Section 13). For non‑subscribers, the payment is taken at Stripe checkout. For subscribers who purchase a workflow priced as a separate fixed‑fee product, the payment is taken from the payment method on file under their subscription, on the same earned‑on‑delivery basis described below.

Charge at checkout; earned on delivery; refund if not delivered. Roadmap’s standard billing pattern for fixed‑fee matters and workflow products is to charge Client’s payment method in full at the time of checkout through Stripe. The fixed fee, although charged at checkout, is earned only when the corresponding deliverable is delivered to Client (or, where the deliverable consists of multiple discrete components, as each component is delivered). Between checkout and delivery, the amount charged is held by Roadmap as an unearned fixed‑fee deposit for the specific deliverable purchased and is subject to refund as set out below.

Refund on non‑delivery. If a fixed‑fee deliverable is not delivered (for any reason, including engagement termination before delivery, Roadmap’s decision to decline the matter after intake, or Client’s cancellation before delivery), Roadmap will refund the full fixed fee for that undelivered deliverable through Stripe to the original payment method, ordinarily within ten (10) business days of the determination that the deliverable will not be delivered, subject to standard financial‑processing timing. Where the deliverable consists of multiple discrete components, the refund covers any components not delivered. This refund right is in addition to, and not in lieu of, any non‑waivable refund obligation Roadmap has under applicable rules of professional conduct, and is without prejudice to Roadmap’s right to invoice separately for any pre‑delivery work‑in‑progress that was performed at Client’s express written request outside the fixed‑fee scope.

M‑WF.2 No Subscription; Scope; Legal vs. Advisory Workflows

A purchase under Module M‑WF is a one‑off engagement. It does not create a subscription, an auto‑renewing obligation, or a minimum term. The scope of the workflow is the deliverable identified on the Stripe checkout or invoice (and any Engagement‑Specific Terms incorporated by signed side letter). Whether the workflow is a legal deliverable (forming an attorney‑client relationship under Section 3.2 once Roadmap commences attorney work) or an advisory deliverable (no attorney‑client relationship) is identified on the Stripe checkout for the workflow.

M‑WF.3 Acceptance

For purchasers without an active Roadmap subscription, payment of (or checkout completion for) a workflow at Stripe checkout constitutes the acceptance moment for this Engagement Letter as a whole (Core + Module M‑WF) under Section 23. For purchasers with an active Roadmap subscription who buy a workflow priced as a separate fixed‑fee product, the purchase is charged to the payment method on file under the subscription and Module M‑WF attaches to the existing Engagement Letter on payment of that workflow without any new clickwrap event (Section 23).