Module M‑SUB — Subscriptions

Version: v1.0 · Part of the Engagement Letter.

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.