BentoBits Inc.

1. Agreement and documents

These Terms govern the Rowseta software service (the Service) provided by BentoBits Inc. (BentoBits, we, or us) to the organization identified as the contracting customer during signup or purchase (Customer or you). Rowseta is our product name, not a separate contracting entity. The person accepting these Terms represents that they have authority to bind the Customer. These Terms take effect on that acceptance.

The Data Processing Agreement (DPA) is incorporated automatically when we process personal data on your behalf. No separate signature is needed for that DPA. The Privacy Policy explains our handling of personal information; acknowledging it is not a substitute for any consent required by law.

The agreement consists of these Terms, the DPA where applicable, and the subscription price, term, and features expressly identified at purchase, subject to the service-change provisions in Section 3. A purchase order or other customer document does not change it unless BentoBits expressly agrees in writing. Mandatory international-transfer terms prevail to the extent they require. Otherwise, the DPA prevails for conflicting personal-data processing obligations, while Section 12 expressly governs contractual liability under both documents, subject to its mandatory exceptions. Other website descriptions do not create additional service levels or warranties, although nothing in this agreement permits misleading representations or excludes liability that cannot lawfully be excluded.

2. Access and customer responsibilities

We grant you a limited, non-exclusive, non-transferable right to use the Service for your internal operations during authorized access, subject to this agreement and the applicable account limits. Your authorized users may use it on your behalf. You are responsible for their use, the permissions you assign, and keeping your organization and contact details accurate.

You are responsible for having the necessary rights, notices, consents, and other lawful authority to provide data and instructions to us. You control which Brightspace environment, credentials, data sources, permissions, users, queries, and configurations you supply or authorize. You must safeguard credentials, use access controls appropriate to your organization, and promptly report suspected unauthorized use.

Your agreements with D2L are between you and D2L. By connecting Brightspace to the Service, you confirm that those agreements, including any agreement accepted when your administrator registers the Service in Brightspace, permit that connection.

You must not access systems or data without authorization; bypass access, security, or account limits; introduce malicious code; disrupt the Service or impose abusive resource consumption; resell or sublicense access; or use the Service unlawfully or in violation of others' rights. You must not reverse engineer the Service except where applicable law gives you a right that cannot be excluded.

3. Analytics, source systems, and service changes

The Service processes information available from connected systems and applies configured transformations and queries. Results can be affected by source accuracy, completeness, availability, timing, permissions, configuration, and customer-created calculations. You are responsible for assessing whether results are suitable for your intended use and validating results before using them for consequential decisions. Retain authoritative source records and independent copies appropriate to your needs. Rowseta is not an archival or backup service for your Brightspace environment.

These responsibilities do not relieve BentoBits of its express obligations concerning its own processing. We do not warrant that every result will be complete, current, error-free, or suitable for a particular decision, or that every source-system change will be supported immediately.

Brightspace and other customer-selected systems are provided by third parties. Their failures, restrictions, or changes may affect the Service. We are not responsible for their performance merely because the Service connects to them. Our use of our own hosting and other providers remains subject to our obligations under the DPA.

BentoBits is not affiliated with or endorsed by D2L.

If D2L withdraws or restricts the access the Service needs, or that access otherwise ends, syncing may stop and the affected parts of the Service may become unavailable. We will tell you promptly. Data already in the Service stays available under Section 8.

We may develop, update, add, modify, replace or discontinue features of the Service at any time, including during a paid subscription term, subject to the protections below. Updates that do not materially reduce the purchased Service's functionality may take effect without advance notice.

If a planned change during a paid term would materially reduce the purchased Service's functionality, including removing a major paid feature without a materially equivalent replacement, we will give affected Customers at least 30 days' advance notice describing the change and its effective date. We may implement a change sooner where reasonably necessary to address legal requirements, security risks, or changes to connected third-party services outside our reasonable control. In those circumstances, we will give as much advance notice as reasonably practicable, or notice promptly afterwards if advance notice is not reasonably possible.

If a change we impose during a paid term is materially adverse to the purchased Service, the cancellation and refund protections in Section 6 apply, including where earlier implementation was necessary. These service-change rights do not override specific commitments we expressly agree in writing, the pricing protections in Section 5, or our confidentiality and data-protection obligations.

No uptime percentage, response time, resolution time, recovery time, service credit, or permanent feature availability is promised unless expressly agreed in writing.

4. Evaluation and other free access

Evaluation currently permits up to three distinct courses across insight widgets.

Evaluation and other access provided without charge are offered at BentoBits' discretion. We may change limits or features, restrict or suspend access, or discontinue that access at any time, for any lawful reason, with or without advance notice. There is no guaranteed minimum Evaluation period or obligation to continue offering free access. Voluntary assistance or notice on one occasion does not create an obligation to provide it on another.

Except for our express DPA obligations and obligations that applicable law does not permit us to exclude, free access is provided as is and as available, without commitments to ordinary technical support, response or resolution times, continued availability, data preservation, restoration, or an additional period of interactive access for export. Keep the source data and other copies you need. This paragraph does not permit us to disregard a required return or deletion instruction under the DPA.

The inactivity process described in Section 8 is an ordinary account-management process, not a guaranteed minimum period of free access or notice for other changes or termination. Evaluation does not automatically become a paid subscription. A person with appropriate customer authority must expressly purchase paid service. Ending a paid term or moving to free access does not retrospectively reduce rights or liabilities relating to the paid term. Section 12 governs the allocation of those claims.

5. Annual subscriptions, measurement, and renewal

Subscriptions are annual. Subscription prices are in United States dollars (USD). Prices do not include taxes. BentoBits does not currently charge sales tax; if that changes, we will tell you before it applies. The current annual price is the greater of USD 3,000 and USD 0.25 multiplied by the measured LMS Account count. The minimum therefore covers up to 12,000 measured LMS Accounts. The price and annual term are shown before purchase. If you select automatic payment, you authorize the selected payment method to be charged for the agreed subscription and renewals.

An LMS Account is a distinct Brightspace user ID with at least ten distinct combinations of course offering and UTC calendar day across the Course Access and Course Access Log data available to the measurement. A course offering is an organization unit that the Brightspace Organizational Units data available to the measurement identifies as type Course Offering; activity in any other organization unit, such as the organization itself, a department or a semester, is not counted. Repeated activity for the same user ID, course offering, and day counts once, including duplicates across the two sources. The measurement includes the stated measurement date and the date twelve calendar months earlier, together with the dates between them. This is a billing measure, not Brightspace's active-account setting or a count of Rowseta logins. It depends on the source records available to us.

Initial purchase uses the ready measurement identified in the purchase flow. If the measurement changes before purchase begins, we show the revised price for confirmation. A pending purchase may retain its original quote. Your annual subscription fee remains fixed during the purchased term. Growth in your measured LMS Account count during a paid term does not trigger overage charges or account-count-based throttling, data exclusion, or an LMS Account ceiling.

Your subscription renews automatically for successive annual terms unless you cancel before the renewal date using the Service's billing controls. Cancellation ends future renewal; ordinary access continues to the end of the current paid term, subject to permitted suspension. Contact support@rowseta.com promptly if the cancellation controls are unavailable.

For renewal, we select the latest ready measurement available when the renewal quote is fixed, using a completed sync within the preceding twelve months. If there is no qualifying completed sync, we use the previous licensed count and identify that fallback in the renewal notice. A later measurement does not increase the already-notified price for that renewal unless a replacement increase notice satisfies the same notice requirements. Missing or unusable measurements require resolution; they do not authorize an invented count.

We give at least 30 days' advance notice of a change to the per-account rate, annual minimum, or measurement formula before it applies to a renewal. We give at least 14 days' advance notice of a renewal total higher than the expiring annual subscription fee, whether caused by account growth, a pricing change, or both. Notices identify the renewal date, count and measurement date or fallback, next annual price, and how to cancel. You may cancel before renewal if you do not accept the next term.

If we miss an applicable increase-notice requirement, the affected renewal year's subscription fee will not exceed the previous year's fee. We will not impose a later catch-up charge for that missed increase during that year. A lower renewal price may still apply. For these comparisons, subscription fees exclude taxes. Tax changes required by law are handled separately and do not permit us to increase the underlying subscription fee without the required notice. Timely notice may establish a different price for a later annual term.

You must pay amounts properly due and keep payment details current. Non-payment may lead to restrictions, suspension, or termination. A disputed charge does not authorize either party to disregard mandatory legal rights. Payment processors may apply their own processing and payment-method terms.

Where payment by invoice is offered, invoices are payable in United States dollars (USD) within 30 calendar days of the invoice date. Requesting or receiving an invoice does not activate paid access. For the initial paid subscription purchased by invoice, paid access begins after full payment is confirmed, and the twelve-month subscription term begins on the date we receive full payment. Subsequent renewals remain subject to the renewal provisions above. Payment by invoice does not otherwise change the cancellation, refund or non-payment provisions of these Terms.

6. Cancellation and limited refunds

Customer cancellation, reduced usage, or a lower account count during a paid term does not entitle you to a refund, except as required by law or expressly stated here. Cancellation ordinarily takes effect at the end of the annual term.

We refund the prepaid subscription fee attributable to the unused portion of an affected paid term if:

BentoBits ends the paid Service without customer fault;
we impose a materially adverse change to the purchased Service or this agreement during the paid term, and you reject it by notifying us and ending the affected Service before the change takes effect, or promptly after notice if immediate implementation was necessary;
the affected Service must end because a legitimate subprocessor objection cannot be resolved under the DPA; or
D2L withdraws the access the Service needs from BentoBits, and the withdrawal is not caused by your acts or by your confirmation under Section 2 being inaccurate.

The refund is calculated by the unused days remaining in the affected term from termination of the affected Service. We do not charge the unpaid balance for that unused portion where one of these exceptions applies. These exceptions do not create a general satisfaction guarantee or excuse amounts due for service already supplied. Other refunds are at our discretion or as required by law. Refunds are handled manually through Stripe.

7. Customer data, confidentiality, and intellectual property

You retain your rights in data supplied to the Service and in your queries, configurations, and results (together, Customer Data), subject to our and our licensors' pre-existing software, templates, and other materials. We receive only the rights to host, copy, transmit, transform, display, and otherwise process that data as needed to provide and secure the Service, comply with applicable law, and carry out lawful documented instructions. Processing on your behalf is subject to the DPA. This agreement does not give us a general right to sell your LMS data or use it to train machine-learning models.

We may monitor service operation and investigate faults or security concerns, including those we identify ourselves, to keep the Service functioning and secure. Processing of Customer Personal Data for these purposes remains subject to the DPA and does not authorize unrelated use of Customer content.

Each party will protect the other's non-public information disclosed in connection with the Service using reasonable care, use it for purposes of the relationship or as lawfully required, and disclose it only to persons who need it and are bound by appropriate confidentiality duties. This does not cover information lawfully public, independently developed without the information, already lawfully known, or lawfully received without confidentiality restrictions. Legally required disclosure is permitted; where lawful and practicable, the disclosing party gives advance notice and limits disclosure to what is required. The DPA's personal-data protections are not reduced by these exceptions.

We and our licensors retain all rights in the Service and its underlying technology. Giving a suggestion does not transfer your data or other protected material to us. We may use voluntary product suggestions to improve the Service without owing compensation, but not to override confidentiality or data-protection obligations.

8. Retention, export, and deletion

Self-serve Organization deletion immediately suspends ordinary access and syncing and schedules deletion after a seven-day cancellation period. An authorized Owner may cancel the request before the displayed deadline. After that deadline, cancellation is no longer available and deletion proceeds through the applicable processes. The DPA governs requests for earlier deletion, required return and completion of deletion. The cancellation period does not extend a paid subscription term or create an additional refund entitlement.

You may use available exports while your account permits access. Cancellation does not itself provide continued data access after the paid term. Under the ordinary paid-account closure process, a locked account's primary service data is retained for 90 days for possible reactivation, and then scheduled for permanent deletion. A valid earlier deletion instruction or an applicable legal requirement may change that timing. Reactivation is unavailable after permanent purge.

The ordinary inactivity process for a never-paid Evaluation account starts after six months without an administrator sign-in and provides a 90-day warning period before deletion. A qualifying sign-in during that warning ends the inactivity process. Previously paid accounts are not placed on this never-paid inactivity path. These operational rules do not restrict the free-access discretion in Section 4.

Ending interactive access does not end our duties for personal data still held. You may contact support@rowseta.com to exercise an applicable DPA return or deletion choice. We handle that choice through a support-led process on request to support@rowseta.com, without requiring a new paid subscription. This is not a promise to preserve data indefinitely or to restore data already lawfully deleted.

Primary-data deletion does not mean that all records or copies disappear simultaneously. The Privacy Policy and DPA describe separate billing-extract cleanup, support records, backups, logs, temporary processing copies, and limited records necessary for legal compliance, contract evidence, security, or preventing deleted data from being restored. Retention is limited to the relevant purpose and applicable law; it is not permission to keep an entire LMS dataset indefinitely.

9. Suspension and termination

We may restrict or suspend access to address non-payment, a breach of this agreement, unauthorized or unlawful use, abuse, excessive resource consumption that threatens operations, or a security or legal risk. We may act immediately when necessary to protect people, systems, data, or legal compliance. Where the circumstances permit, we give notice and a reasonable opportunity to remedy a remediable material breach before terminating paid service for that breach.

We may end paid service where continuing it is no longer commercially or operationally feasible, with reasonable advance notice where practicable and the unused-fee protection in Section 6 where the Customer is not at fault. Section 4 governs our broader discretion over free access. Suspension and termination do not remove accrued payment obligations, express refund rights, or applicable data-handling obligations.

10. Warranties and disruptions outside reasonable control

Except for express obligations in this agreement and rights that cannot lawfully be excluded, the Service is provided as is and as available. To the fullest extent permitted by law, we exclude implied warranties, conditions, and representations, including merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, and freedom from errors. This disclaimer does not cancel the DPA or an express commitment in these Terms.

Neither party is responsible for delay or failure caused by events beyond its reasonable control that it could not reasonably prevent or overcome, including natural disasters, public emergencies, government restrictions, and qualifying failures of power or communications. The affected party must take reasonable steps to mitigate the impact and resume performance. A provider outage or cyber incident is not automatically excused merely because a third party was involved. This provision does not excuse obligations to pay for service already provided, applicable data-protection duties, or an express refund owed when the affected Service ends.

11. Customer indemnity

You will defend BentoBits against a third-party claim to the extent caused by Customer Data or instructions that are unlawful or infringe that third party's rights, or by your or your authorized users' unlawful use of the Service, and pay the resulting damages finally awarded and reasonable settlement and defence costs. This obligation does not apply to the extent the claim or loss results from BentoBits' breach of this agreement or wrongdoing.

We must notify you promptly of the claim, allow you to control its defence with competent counsel, and provide reasonable cooperation at your expense. Delay in notice reduces your obligation only to the extent it materially prejudices the defence. You may not admit fault on our behalf or agree to non-monetary obligations or a settlement that does not fully release us without our written consent, which will not be unreasonably withheld. We may participate through our own counsel at our own cost. Section 12's BentoBits liability cap does not cap this customer indemnity. BentoBits does not give a reciprocal supplier indemnity under these standard Terms.

12. Limits on BentoBits' liability

Excluded losses. To the fullest extent permitted by law, BentoBits is not liable under or in connection with this agreement or the Service for lost profits, revenue, business opportunities, anticipated savings, goodwill, loss of use, business interruption, loss or corruption of data, or losses arising from decisions made in reliance on analytics or inability to access analytics, whether such losses are characterized as direct, indirect, incidental, special, consequential, exemplary, or punitive. We also exclude other indirect, incidental, special, consequential, exemplary, and punitive damages. These exclusions apply even if advised that the loss was possible.

Paid-service cap. Subject to the mandatory exceptions below, BentoBits' total aggregate liability to the Customer arising from an affected paid annual subscription term will not exceed the subscription fees paid or legally payable for that term, excluding taxes. The cap is per Customer, in aggregate for that affected annual term, not per claim, event, user, or document. It is not a company-wide cap shared by different customers.

Free-access cap. If a claim relates exclusively to Evaluation or other free access and is not attributable to a paid term, BentoBits' total aggregate liability to that Customer for all such free-access claims will not exceed CAD 100 (one hundred Canadian dollars). This is an aggregate amount for free access, not an amount renewed for each incident or free-access period. Subscription prices remain in USD.

Allocation. An affected term is determined by when the act, omission, or event giving rise to liability occurred, rather than when a claim was discovered or brought. A series of related acts, omissions, or events is allocated once to the first affected paid term, if any; otherwise it falls within the free-access cap. Post-termination performance of an obligation arising from a paid term is allocated to the most recent applicable paid term. Moving between free and paid access does not shift a paid-term claim into the free-access cap, reset a cap, or permit multiple recoveries for the same loss.

These exclusions and caps protect BentoBits and its personnel acting in connection with the Service, collectively, and apply to all legal theories to the extent permitted, including contract, tort, negligence, misrepresentation, and statutory duty. They apply to contractual claims under the DPA, including privacy, security, and confidentiality claims, without a separate higher cap. They do not cap the Customer's payment obligations or indemnity.

Mandatory exceptions. Nothing excludes or limits liability or remedies that applicable law does not allow to be excluded or limited. Nothing restricts a regulator's powers or binds an individual who is not a party to this agreement. Where applicable mandatory international-transfer terms prohibit a restriction, those terms prevail, including for their interparty liability rules, not only individual rights. These limits do not excuse payment of an express refund due under Section 6. No additional contractual indemnity, guarantee, or higher liability cap is created by these exceptions.

13. Changes, notices, and general terms

This section governs amendments to the legal terms of this agreement. Service updates permitted under Section 3 are governed by that section and need not wait until renewal. For a paid subscription, materially adverse amendments to the legal terms ordinarily take effect at renewal after at least 30 days' notice. Changes needed sooner for legal or security reasons may take effect earlier, with notice as soon as reasonably practicable and Section 6's protection for a materially adverse midterm change. Changes do not retrospectively alter accrued claims. Pricing changes must also satisfy Section 5. We will identify the changed document and effective date. Where applicable law requires affirmative acceptance, continued use alone will not substitute for it.

Free features and access may change without advance notice under Section 4. Changes to legal terms affecting free access will be made available and notified as required by applicable law; our free-access discretion does not authorize undisclosed retroactive changes to legal obligations. The Privacy Policy describes notice of changes to personal-information practices, and the DPA's subprocessor notice requirements continue to apply.

We send legal-document notices to the account Owners and billing notices to the relevant billing contacts using the details maintained in the Service. You must keep these details current. Contact us at support@rowseta.com for contractual notices, support, privacy questions, or disputes. Our notice procedures remain subject to any legally required form or delivery method.

Ontario law and applicable Canadian federal law govern this agreement, excluding conflict-of-law rules. The parties submit to the exclusive jurisdiction of courts sitting in Toronto, Ontario, subject to mandatory applicable law and any different jurisdiction required by applicable international-transfer terms. Either party may seek to resolve a dispute by contacting the other, but no mandatory arbitration or pre-action waiting period is imposed.

Neither party may assign this agreement without the other's consent, except to a successor in a merger, reorganization, or transfer of substantially all relevant business or assets where the successor assumes the obligations and applicable data-protection requirements are met. The parties are independent contractors; no partnership, agency, or employment relationship is created.

Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder continues to the extent permitted by law. This agreement replaces prior understandings about its subject matter, without excluding liability that cannot lawfully be excluded. Provisions that by their nature must survive termination do so, including accrued payments and refunds, ownership, confidentiality, applicable data-handling duties, indemnity, liability limits, and dispute provisions.