Plain terms, no surprises.

Acceptance

What you're agreeing to.

These Terms of Service ("Terms") form a legally binding agreement between you and Counsolero LLC, a California limited liability company ("Counsolero", "we", "our", "us"). By clicking a button labeled "Sign in", "Create account", "Accept", or any equivalent, or by otherwise accessing or using Counsolero, you confirm that you have read these Terms, that you accept them, and that you have the legal authority to enter into them. If you do not agree to these Terms, do not access or use Counsolero.

These Terms incorporate by reference the Privacy Policy, the FERPA Transparency Notice, and the User Policy. Together, those documents form the entire agreement between you and Counsolero with respect to the service.

Service

What Counsolero is.

Counsolero is an academic dashboard application that integrates with Canvas LMS to display your grades and assignments, provides AI-powered study tools, and includes degree planning features. The service is intended for students managing their academic life.

Independence and partnership. Counsolero is operated by Counsolero LLC. Counsolero is an Instructure integration partner and a member of The Edtech Collective, Instructure’s partner ecosystem; it integrates with Canvas LMS, part of the Instructure Learning Platform. Instructure, Inc. does not operate Counsolero and does not endorse, warrant, or assume responsibility for it. Counsolero is not affiliated with, endorsed by, sponsored by, or operating on behalf of any college, university, school district, or other educational institution. Trademarks belong to their respective owners; references to Canvas, Instructure, or any school appear because Counsolero interoperates with their systems at your direction.

Eligibility

Who can use Counsolero.

To create an account or use Counsolero, you must:

• Reside in the United States or its territories. Counsolero is operated from California for U.S.-based students; we do not target users outside the United States. If you access the service from outside the U.S., you do so on your own initiative and are responsible for compliance with your local law
• Be at least 18 years of age. Counsolero is not intended for, and we do not knowingly collect personal information from, persons under 18. If you are under 13, do not provide any information to us — see the Privacy Policy for our COPPA-aligned removal procedure
• Have the legal capacity to enter into a binding contract in your jurisdiction
• Not be barred from using the service under applicable U.S. or other law (including sanctions, embargo, and export-control laws — see Section 16)
• Not have previously been suspended or terminated from Counsolero (unless we have given you express written permission to re-register)

If you are accepting these Terms on behalf of a school, employer, or other entity, you represent that you have authority to bind that entity. In that case, "you" refers to both you and that entity.

Account

Your account.

Your account is created and managed via Clerk authentication. By creating an account you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized account access
• Use one account per person and not share access with anyone else
• Comply with the prohibited-conduct rules set out in the User Policy

You are responsible for all activity that occurs under your account.

Canvas

Connecting Canvas.

By connecting your Canvas account, you authorize Counsolero to:

• Access your Canvas grades, assignments, and enrollment data via OAuth2
• Store your Canvas OAuth tokens (encrypted) to enable on-demand syncing

You can revoke Canvas access at any time via the Canvas Settings page. You may also opt out of any individual content category — grades, assignments, files, page bodies, module structure, announcements, discussion topics, rubrics, and quiz metadata — from that page; only your basic course list and enrollment status form the always-on connection. Counsolero only reads your Canvas data — we do not write back to Canvas.

Data retention on disconnect: Disconnecting Canvas revokes your OAuth access token and stops future syncs. Previously synced Canvas content remains in your account and is available if you reconnect. If you want synced Canvas content removed, delete your account — account deletion cascade-deletes all synced Canvas data immediately.

Data retention on account deletion: All synced Canvas content is permanently deleted when your account is hard-deleted after the 14-day grace period.

AI

Working with AI.

Counsolero uses AI features. Production traffic is currently served exclusively by Microsoft Azure OpenAI; Google Vertex AI is integrated in code but is not active and receives no data. Your chat messages and academic context are sent to Azure OpenAI for the purpose of generating responses; see the FERPA Transparency Notice for the full sub-processor flow.

You are interacting with an AI system

The features described as "AI counselor", "AI study tools", "study guides", "flashcards", and similar are generated entirely by automated language models — you are not interacting with a human counselor, tutor, or advisor. This disclosure is provided in accordance with Article 50 of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689).

No professional advice

AI responses are generated automatically and are not guaranteed to be accurate, complete, or current. Counsolero is a study aid, not a substitute for professional academic, legal, medical, financial, or career advice. You should verify grade calculations, degree-plan implications, prerequisite chains, and academic deadlines against your school's official systems before making decisions.

Academic integrity is your responsibility

Many courses and institutions have specific rules about AI assistance. You are responsible for complying with your school's honor code, your instructor's policy, and any applicable assignment-level restrictions. Submitting AI-generated text, code, or analysis as your own work — when prohibited — may constitute academic dishonesty. Counsolero provides tools; you remain accountable for how you use them. See Section 3 of the User Policy for more.

Ownership of AI inputs and outputs

You retain ownership of the inputs you provide to the AI (your prompts, files, academic context). Subject to applicable law, you also own the outputs generated for you. However, AI outputs may not be unique to you — similar prompts from other users may produce similar or identical outputs, and current U.S. copyright doctrine (see Thaler v. Perlmutter) holds that purely AI-generated works are not eligible for copyright. We make no warranty as to the originality, copyrightability, or freedom from infringement of any AI output.

Payments

Payments and subscriptions.

Counsolero may from time to time offer free and paid plans. If and when paid plans are offered and you purchase one, the following terms apply.

Pricing, billing, and processor

Prices are shown on the relevant pricing page at the time you subscribe. Payments are processed by Stripe, Inc.. By paying, you authorize Stripe and Counsolero to charge the payment method you provide for all amounts due, including any applicable taxes (sales tax in jurisdictions where required). You are responsible for keeping your payment method current; we may suspend access to paid features if a payment fails.

Auto-renewal

Paid subscriptions automatically renew at the end of each billing cycle at the then-current price for the same billing period (e.g., monthly subscriptions renew monthly, annual subscriptions renew annually). We will charge your payment method on the renewal date unless you cancel before then. You can cancel at any time from your account settings — the cancellation method is at least as easy as the signup method, as required by California Business and Professions Code § 17600 et seq. (the California Automatic Renewal Law). The federal Negative Option Rule (16 CFR Part 425) was recodified in February 2026 to its pre-2024 text following the Eighth Circuit's vacatur of the FTC's 2024 amendment; our practice remains "as easy to cancel as to sign up" regardless of federal regulatory status.

For annual subscriptions, we will send a renewal reminder by email a reasonable time before the renewal date as required by California law. If you cancel, you will continue to have access to paid features until the end of the current billing cycle; you will not be charged for any subsequent cycle.

Refunds

Except where required by law, fees are non-refundable. We may, in our sole discretion, offer pro-rated or full refunds in cases of service outages, billing errors, or other circumstances where a refund is appropriate.

Price changes

We may change the price of any subscription. Price changes will take effect at the start of the next billing cycle following at least 30 days' notice by email or in-app banner, giving you a reasonable opportunity to cancel before the new price applies.

Content & IP

Your content, our platform.

Counsolero IP

All rights, title, and interest in and to the Counsolero service — including the software, user interface, design, trademarks, logos, and all content we provide — are and will remain the exclusive property of Counsolero LLC and its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the service for your personal academic purposes, subject to these Terms.

Your content

You retain ownership of the content you upload, enter, or generate through Counsolero — your manual classes, uploaded files, chat history, study materials, and so on ("Your Content"). You grant Counsolero a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, create derivative works of (such as RAG embedding vectors), display, and transmit Your Content solely as necessary to provide the service to you, including transmitting Your Content to the AI sub-processors you select. This license terminates when you delete Your Content or your account, except as needed for back-up retention and the audit-log entries described in the Privacy Policy.

You represent and warrant that you have all rights necessary to upload Your Content and to grant the license above — see the User Policy for examples of content that is and is not permitted.

DMCA / copyright complaints

If you believe content stored on Counsolero infringes your copyright, follow the DMCA takedown procedure published on the Contact page. We will respond to valid notices in accordance with 17 U.S.C. § 512.

Feedback

If you send us feedback, suggestions, or ideas about the service, you grant Counsolero a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.

Conduct

Acceptable use.

The User Policy is incorporated into these Terms by reference and governs your conduct on the service. Violation of the User Policy is a violation of these Terms and may result in suspension or termination of your account.

Privacy

Data and privacy.

Your use of Counsolero is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal and academic information, and our FERPA Transparency Notice, which describes how we handle education records.

Termination

Deleting your account.

You may request account deletion at any time via the Delete My Account page. The deletion flow works in two steps:

14-day grace period

When you submit a deletion request, we deactivate your account right away (sign you out, hide your data from search and from the AI), set a hard-delete date 14 days in the future, and email you an undo link. You can click the undo link at any point during those 14 days and your account comes back fully intact. After 14 days elapse, a scheduled background job permanently hard-deletes the account and all cascaded data.

Legal-hold exception

If a legal hold has been placed on your account (typically an institutional compliance action or law-enforcement preservation request), deletion requests are rejected until the hold is released. You will see an error message pointing you at support. This exception exists so that neither you, nor Counsolero, nor an attacker can destroy data subject to an active legal or compliance obligation.

Termination by Counsolero

We may suspend or terminate your account at any time, with or without notice, if we reasonably believe you have violated these Terms or the User Policy, or if we are required to do so by law. For non-emergency terminations, we will follow the appeal procedure in Section 6 of the User Policy. For paid subscriptions, if we terminate your account other than for cause, we will refund any prepaid amounts covering the period after termination.

What we retain after hard-deletion

After hard-deletion, most of your data is gone — cascade-deleted along with the account row. A small set of rows is retained for audit purposes, with the user_id column set to NULL: consent records, AI-interaction log metadata (prompt and response text are scrubbed before the FK is nulled), the security audit log, and Canvas connection metadata (never includes tokens). The full retention schedule is in Section 4 of the Privacy Policy.

Liability

Disclaimers and liability.

Service provided "as is"

THE SERVICE AND ALL CONTENT, AI OUTPUTS, AND MATERIALS PROVIDED BY OR THROUGH COUNSOLERO ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, COUNSOLERO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND TITLE.

We do not warrant that the service will be uninterrupted, error-free, secure, or free of viruses or other harmful components; that defects will be corrected; or that AI outputs will be accurate, complete, current, original, or non-infringing. You use the service at your own risk and are responsible for verifying any AI-generated information before relying on it.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COUNSOLERO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ACADEMIC OR PROFESSIONAL OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF — OR INABILITY TO USE — THE SERVICE, EVEN IF COUNSOLERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COUNSOLERO'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO COUNSOLERO IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages — in those jurisdictions, the disclaimers and limitations above apply to the maximum extent permitted by applicable law and nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited (including, for consumers in the EU and UK, liability for death or personal injury caused by negligence, fraud, or breach of statutory rights).

Indemnification

If your use causes us a claim.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Counsolero LLC, its affiliates, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your access to or use of the service in violation of these Terms or the User Policy
• Your Content, including any claim that Your Content infringes intellectual property, privacy, publicity, or other rights of a third party
• Your violation of any applicable law or regulation
• Your violation of any third-party right, including a school's academic-integrity rules or Canvas's terms of service

Counsolero may assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

Disputes

Governing law and disputes.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue: any action arising out of or relating to these Terms or your use of the service will be brought exclusively in the state or federal courts located in Sacramento County, California, and you consent to personal jurisdiction in those courts.

Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by sending a written notice to [email protected] describing the dispute and the relief you seek. We will try to resolve the matter within 60 days of receipt.

Consumer rights. Nothing in this section limits any non-waivable rights you have as a consumer under the laws of your country or state of residence, including the right to bring proceedings in your local courts where required by law.

Changes

Changes to these terms.

We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. If the change is material — for example, a change to dispute resolution, to fees, to the license you grant us in Your Content, or to your data rights — we will notify you by email and by an in-app banner at least 30 days before the change takes effect. Your continued use of the service after the effective date of a material change constitutes acceptance of the updated Terms. If you do not agree to the change, you may stop using the service and delete your account before the effective date.

General

General provisions.

• Entire agreement. These Terms, together with the documents they incorporate by reference, form the entire agreement between you and Counsolero LLC with respect to the service and supersede any prior agreements on the same subject.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law.
• Force majeure. Counsolero is not liable for any failure or delay caused by circumstances beyond our reasonable control (natural disasters, war, acts of terrorism, governmental actions, internet or power outages, third-party service failures).
• Electronic communications. You consent to receive communications from Counsolero electronically (email, in-app notifications). All notices and disclosures we provide electronically satisfy any legal requirement that they be in writing.
• Export controls and sanctions. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. sanctions or embargo, and that you are not on any U.S. or other applicable government list of prohibited or restricted parties.
• Survival. The following sections survive any termination of these Terms: 8 (Content and IP, with respect to license grants needed for backups and audit logs), 12 (Disclaimers and liability), 13 (Indemnification), 14 (Governing law and disputes), and 16 (General provisions).
• Contact. Questions about these Terms? See Contact.

California consumer notice

Pursuant to California Civil Code § 1789.3, California consumers are entitled to the following notice: this service is operated by Counsolero LLC, 2018 N St STE N, Sacramento, CA 95816. To file a complaint regarding the service, email [email protected]. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.