Roadmapp Pilot Programme Agreement

Together referred to as the "Parties."

2.1 Grant.

Digital Roadmap grants the Participant a non-exclusive, non-transferable, revocable licence to access and use the Platform solely for internal evaluation purposes during the Pilot Period.

2.2 Scope.

Access is limited to the Participant's Authorised Users. The Participant must not:

• sublicense, sell, resell, transfer, assign, or otherwise make the Platform available to any third party;
• allow access by any person who is not an Authorised User;
• use the Platform for any production or revenue-generating purpose without entering into a separate commercial agreement with Digital Roadmap;
• use the Platform on behalf of, or for the benefit of, any third party organisation.

2.3 No Charge.

Access to the Platform during the Pilot Period is provided at no charge. No SLA, uptime commitment, or service guarantee applies during the Pilot Period. The Platform is provided "as-is" for evaluation purposes only (see clause 10).

3.1 Good Faith Evaluation.

The Participant agrees to:

• use the Platform solely for the purpose of genuine internal evaluation;
• not use the Platform as a primary system of record for business-critical workloads;
• promptly report any security vulnerabilities, data errors, or unexpected behaviour to Digital Roadmap at support@roadmapp.com.au;
• participate in at least one feedback session per month during the Pilot Period.

3.2 Credential Security.

The Participant must:

• ensure that login credentials are not shared with, or accessible to, any person outside the Participant's organisation or the list of Authorised Users;
• immediately notify Digital Roadmap if the Participant becomes aware of any unauthorised access to or use of the Platform through the Participant's account;
• not grant access to the Platform to any person who is employed by, contracted to, or advising a direct competitor of Digital Roadmap.

3.3 Prohibited Activities.

The Participant must not, and must ensure its Authorised Users do not:

• conduct load testing, stress testing, penetration testing, or security scanning against the Platform or Digital Roadmap's infrastructure without prior written approval;
• access or attempt to access data belonging to any other Digital Roadmap customer;
• introduce malicious code, viruses, or disruptive content to the Platform;
• use the Platform in any manner that violates applicable law or Digital Roadmap's Acceptable Use Policy (as updated from time to time);
• use automated means to access the Platform in excess of normal usage patterns.

4.1 Digital Roadmap's IP.

All Intellectual Property Rights in the Platform, including all underlying software, algorithms, data models, database schemas, user interface designs, documentation, and any improvements, modifications, or derivative works made by Digital Roadmap, vest and remain exclusively with Digital Roadmap. This Agreement does not transfer any ownership of Intellectual Property Rights to the Participant.

4.2 Prohibition on Reverse Engineering.

The Participant agrees not to, and agrees to ensure its Authorised Users do not:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, algorithms, or architecture of the Platform;
• attempt to extract data models, database schemas, or API structures beyond what is necessary for normal authorised use;
• use developer tools, network inspection tools, or any other method to analyse the Platform's internal workings for the purpose of reproducing, replicating, or building a competing product;
• create, build, or assist in building any product or service that competes with the Platform, where such creation makes use of Confidential Information or knowledge derived from the Participant's access to the Platform.

4.3 Feedback Licence.

The Participant retains ownership of any Feedback it provides to Digital Roadmap. The Participant grants Digital Roadmap a royalty-free, worldwide, perpetual, irrevocable licence to use, reproduce, modify, and incorporate any Feedback into the Platform or any other Digital Roadmap product, without attribution or compensation.

4.4 Participant's Data.

The Participant retains all ownership of data and content uploaded to the Platform by the Participant or its Authorised Users ("Participant Data"). Digital Roadmap is granted a limited licence to process Participant Data solely for the purpose of providing the Platform to the Participant.

4.5 Custom Configurations.

Any custom configuration, template, or workflow the Participant creates within the Platform remains the property of the Participant. Digital Roadmap may use anonymised, aggregated insights from such configurations to improve the Platform.

5.1 Non-Disclosure Obligation.

The Participant agrees to:

• keep all Confidential Information strictly confidential;
• not disclose Confidential Information to any third party without Digital Roadmap's prior written consent;
• use Confidential Information solely for the purpose of evaluating the Platform under this Agreement;
• apply at least the same degree of care to Confidential Information as it applies to its own confidential information, and in any event no less than reasonable care.

5.2 Duration.

The confidentiality obligations in clause 5.1 apply for a period of 2 years from the date of this Agreement, or 2 years from the date the Participant last receives Confidential Information, whichever is later.

5.3 Permitted Disclosure.

The Participant may disclose Confidential Information:

• to Authorised Users who need to know it for evaluation purposes and who are bound by confidentiality obligations no less protective than those in this Agreement;
• as required by law, regulation, or court order, provided the Participant gives Digital Roadmap prompt written notice (where legally permissible) and cooperates with any efforts to seek a protective order.

5.4 Return and Destruction.

Upon termination or expiry of this Agreement, the Participant must promptly:

• cease all use of Confidential Information;
• destroy (and certify destruction of) or return all Confidential Information in the Participant's possession, including any notes, analyses, or summaries prepared based on Confidential Information;
• ensure its Authorised Users do the same.

5.5 Residual Knowledge.

Nothing in this Agreement prevents the Participant from using generic skills, knowledge, and know-how retained in the unaided memories of its personnel, provided such use does not breach any specific provision of this Agreement.

6.1 Privacy Compliance.

Each Party agrees to comply with applicable privacy laws, including the Privacy Act 1988 (Cth) and Australian Privacy Principles, in relation to any Personal Information handled under this Agreement.

6.2 Digital Roadmap's Data Obligations.

Digital Roadmap will:

• process Participant Data only as necessary to provide the Platform and as set out in the Privacy Policy;
• implement reasonable technical and organisational security measures to protect Participant Data, including encryption in transit (TLS 1.2+), encryption at rest (AES-256), and role-based access controls;
• not sell, licence, or disclose Participant Data to third parties except as set out in the Privacy Policy or as required by law;
• not access Participant Data without the Participant's permission, except where required to provide technical support with the Participant's prior consent, or in response to a lawful government request.

6.3 Data Deletion.

Upon termination or expiry of this Agreement, Digital Roadmap will:

• delete all Participant Data from live production systems within 30 days;
• allow automated backups to age out per Digital Roadmap's standard backup retention schedule (currently 7–30 days depending on plan);
• provide written confirmation of deletion upon request.

6.4 Usage Data.

Digital Roadmap may collect anonymised, aggregated usage data (feature usage patterns, session counts, error rates) to improve the Platform. This data will not identify the Participant or its Authorised Users individually.

6.5 Data Location.

Participant Data is stored in Supabase's ap-southeast-2 (Sydney, Australia) region by default.

7.1 Transition to Commercial Agreement.

If the Participant wishes to continue using the Platform after the Pilot Period, the Parties will negotiate in good faith a separate commercial subscription agreement.

7.2 Pilot Discount.

Participants who proceed to a commercial agreement following the Pilot Period will receive discounted pricing on their first year of licensing fees, as specified in the commercial agreement.

7.3 No Obligation.

Neither Party is obligated to enter into a commercial agreement following the Pilot Period. The Participant has no right to continued access to the Platform after the Pilot Period unless a commercial agreement is executed.

8.1 Feedback.

The Participant agrees to provide reasonable, good-faith feedback on the Platform's functionality, usability, and suitability for the Participant's use case, including participation in periodic check-ins and product surveys.

8.2 Case Studies and Testimonials.

Digital Roadmap may reference the Participant's name and organisation in case studies or testimonials only if the Participant has provided separate written consent. The Participant's participation in the pilot will not be disclosed publicly without consent.

8.3 Anonymised References.

Digital Roadmap may reference anonymised insights from the pilot (e.g., "a mid-sized Australian government organisation") without obtaining consent.

9.1 Term.

This Agreement commences on the Agreement Date and continues for the Pilot Period (2 weeks), unless earlier terminated under this clause.

9.2 Extension.

The Pilot Period may be extended by written agreement signed by authorised representatives of both Parties.

9.3 Termination by Digital Roadmap.

Digital Roadmap may terminate this Agreement immediately by written notice if:

• the Participant breaches clause 4 (Intellectual Property), clause 5 (Confidentiality), or clause 3.2(c) (competitor access) and such breach is not remedied within 5 business days of written notice;
• the Participant becomes insolvent, is wound up, or appoints a receiver or administrator;
• Digital Roadmap reasonably believes continued access poses a security risk to the Platform or other customers' data.

9.4 Termination for Convenience.

Either Party may terminate this Agreement for any reason by providing 14 days' written notice to the other Party.

9.5 Effect of Termination.

On termination or expiry:

• the Participant's access to the Platform will be revoked immediately (or at the end of the notice period for clause 9.4 terminations);
• each Party will comply with its obligations under clauses 5.4 and 6.3 regarding return/destruction of Confidential Information and deletion of Participant Data;
• clauses 4, 5, 6.3, 10, 11, 12, 13, and 14 survive termination.

10.1 Participant Warranties.

The Participant warrants that:

• it has the authority to enter into this Agreement and to bind its organisation;
• its entry into this Agreement does not violate any other agreement or obligation it is subject to;
• it will use the Platform in compliance with all applicable laws and regulations;
• any Participant Data uploaded to the Platform has been collected and may be processed lawfully.

10.2 Digital Roadmap Warranties.

Digital Roadmap warrants that:

• it has the right to grant the licence in clause 2.1;
• it will implement reasonable security measures as described in clause 6.2(b).

10.3 Pilot Status Disclaimer.

10.4 Non-excludable Rights.

Nothing in this Agreement excludes any right or remedy the Participant may have under the Australian Consumer Law that cannot be excluded by agreement.

11.1 Exclusion of Consequential Loss.

To the maximum extent permitted by law, neither Party will be liable to the other for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of revenue, loss of profit, loss of data, or loss of business opportunity, arising out of or in connection with this Agreement.

11.2 Liability Cap.

Digital Roadmap's total aggregate liability to the Participant under or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) is limited to AUD $1,000 (one thousand dollars).

11.3 Data Loss.

Digital Roadmap will not be liable for any loss or corruption of Participant Data except to the extent caused by Digital Roadmap's gross negligence or wilful misconduct. Participants are strongly encouraged not to use the Platform as a sole system of record during the Pilot Period.

11.4 Non-excludable Rights.

Nothing in this Agreement excludes any right or remedy the Participant may have under the Australian Consumer Law that cannot be excluded by agreement.

12.1 Participant Indemnity.

The Participant agrees to indemnify, defend, and hold harmless Digital Roadmap and its officers, employees, and agents against any claim, loss, liability, or expense (including reasonable legal costs) arising from:

• the Participant's breach of clause 4 (Intellectual Property) or clause 5 (Confidentiality);
• the Participant's use of the Platform in violation of applicable law;
• any claim that Participant Data infringes a third party's rights.

13.1 Escalation.

Before commencing formal proceedings, the Party claiming a dispute must give written notice to the other Party specifying the nature of the dispute. The Parties will attempt to resolve the dispute through senior management discussions within 10 business days of that notice.

13.2 Mediation.

If the dispute is not resolved under clause 13.1 within 10 business days, either Party may refer the dispute to mediation administered by the Australian Disputes Centre (or equivalent agreed body), with costs shared equally.

13.3 Court Proceedings.

If mediation does not resolve the dispute within 30 days of commencement, either Party may commence proceedings in a court of competent jurisdiction.

13.4 Injunctive Relief.

Nothing in this clause prevents either Party from seeking urgent interlocutory or injunctive relief to protect Intellectual Property Rights or Confidential Information.

14.1 Governing Law.

This Agreement is governed by the laws of New South Wales, Australia. Each Party submits to the non-exclusive jurisdiction of the courts of New South Wales.

14.2 Entire Agreement.

This Agreement, together with the Privacy Policy and Terms of Service (incorporated by reference), constitutes the entire agreement between the Parties regarding the pilot programme and supersedes all prior representations, negotiations, or agreements.

14.3 Amendments.

This Agreement may only be amended by written instrument signed by authorised representatives of both Parties.

14.4 Waiver.

A Party's failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision.

14.5 Severability.

If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

14.6 No Assignment.

The Participant may not assign or transfer its rights or obligations under this Agreement without Digital Roadmap's prior written consent. Digital Roadmap may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

14.7 Notices.

Notices under this Agreement must be in writing and delivered by email to: Digital Roadmap: support@roadmapp.com.au; Participant: the email address provided in the Pilot Programme Application.

14.8 Relationship.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

14.9 Counterparts.

This Agreement may be executed in counterparts, each of which is an original, and together constitute one document. Electronic signatures are accepted.

The following benefits apply during the Pilot Period:

To be completed at signing. The countersigned agreement sent to you will specify the maximum number of Authorised Users and their details.

By signing below, each Party agrees to the terms of this Agreement. A personalised countersigned copy will be sent to you after your application is reviewed and approved.