Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your use of the TraceMind desktop application and website (collectively, the "Service") provided by TraceMind, a company registered in Canada.

By downloading, installing, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

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2. Description of Service

TraceMind is an AI-powered schematic design assistant that:

• Enables users to generate and modify electronic circuit schematics using natural language descriptions
• Integrates with third-party electronic design software — currently KiCad and Altium — for schematic creation and editing
• Provides real-time AI assistance for circuit design, component placement, and electrical rule checking
• Operates as a desktop application on Windows and macOS platforms
• Connects to cloud-based AI processing services while keeping your schematic files on your local device

The Service may be updated, modified, or discontinued at any time without prior notice.

3. Account Registration and Security

To use the Service, you must create an account by providing:

• A valid email address
• A secure password meeting our security requirements
• Accurate and complete registration information

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Keeping your account information accurate and up to date

You must be at least 13 years old (or 16 years old in the EU) to create an account. By creating an account, you represent that you meet this age requirement.

4. Subscription Plans and Payments

4.1 Subscription Tiers

The Service is available through various subscription tiers, each offering different features, usage limits, and pricing. Current subscription details are available on our website and within the application.

4.2 Trial Period

We may offer a trial period for new users. Trial period terms:

• You must provide valid payment information to start a trial
• If you do not cancel before the trial ends, you will be automatically charged for the selected subscription plan
• Trial eligibility and duration are subject to change at our discretion
• One trial per user; creating duplicate accounts to obtain multiple trials is prohibited

4.3 Payment Terms

• Subscription fees are billed in advance on a recurring basis
• You authorize us to charge your payment method for all applicable fees
• You are responsible for keeping payment information current and valid
• Subscription fees are non-refundable except as required by applicable law
• We reserve the right to change pricing with reasonable notice to active subscribers
• Failure to pay may result in suspension or termination of your account

4.4 Pay-As-You-Go Usage Charges

Each paid subscription plan includes a monthly allowance of AI usage. When you reach that allowance, AI features stop for the remainder of the billing period unless you have enabled pay-as-you-go. Pay-as-you-go lets you continue working past the included allowance, and bills you for that additional usage. The following terms apply:

• Optional and off by default: Pay-as-you-go is never enabled automatically. You must turn it on yourself in your dashboard, and you can turn it off again at any time.
• Paid plans only: Pay-as-you-go requires an active paid subscription. It is not available during a free trial, and becomes available once your trial converts to a paid plan.
• You set a budget cap: You must set a maximum amount of pay-as-you-go charges you are willing to incur per billing period before you can enable it. The cap may not exceed the maximum shown in your dashboard. The cap applies per billing period and resets when a new period begins.
• How charges are calculated:Usage beyond your plan's included allowance is metered based on the AI processing your requests consume, including the volume of text processed and the models used, priced at our then-current rates. Amounts are calculated in U.S. dollars and rounded to the nearest cent. Your dashboard shows the charges accrued in the current billing period.
• If you change plans mid-period: Your included allowance is applied going forward from the time the change takes effect. Usage is always measured against the allowance that was in effect when that usage occurred. If you upgrade, usage from earlier in the period is not re-counted against your new, larger allowance, so usage already treated as pay-as-you-go stays billable. If you downgrade, earlier usage that was within your previous allowance is not re-priced as pay-as-you-go. Included allowances are not prorated by time.
• Authorization to charge: By enabling pay-as-you-go, you authorize us to charge your payment method for usage charges incurred, up to the cap you set, in addition to your recurring subscription fee.
• When you are billed: Usage charges may be invoiced during the billing period once accrued charges reach a collection threshold, rather than only at the end of the period. Any remaining balance is invoiced with your next regular invoice. Your first such invoice is issued at a smaller amount, which also serves to verify your payment method; once it is paid, later invoices are issued at a standard threshold amount. Threshold amounts are set by us and may change with reasonable notice.
• Enforcement of your cap: We check your accrued charges against your cap before each AI run begins, and stop starting new runs once the cap is reached. Because the check happens at the start of a run, a run already in progress is allowed to finish, and charges may therefore end slightly above your cap.
• Changing your cap or turning pay-as-you-go off: Lowering your cap or disabling pay-as-you-go stops further usage charges from being incurred, but does not cancel, reverse, or refund charges you have already incurred in the current period. Those charges will still appear on your invoice. Setting a cap at or below what you have already used stops AI runs immediately.
• Failed payments:If a payment for usage charges fails, pay-as-you-go is paused until the payment is resolved. Your plan's included allowance continues to work while it is paused. Unpaid usage charges remain due.
• Refunds: Usage charges reflect processing already performed and are non-refundable except as required by applicable law. If you believe your usage has been measured or billed incorrectly, contact us within 60 days of the invoice date and we will investigate.
• Rate changes: We may change pay-as-you-go rates, included allowances, or the maximum cap with reasonable notice to active subscribers. Continuing to use pay-as-you-go after a change takes effect constitutes acceptance of the new rates.

4.5 Cancellation and Refunds

You may cancel your subscription at any time through your account settings or billing portal. Upon cancellation:

• You will retain access to paid features until the end of your current billing period
• No refunds will be provided for partial billing periods, except as required by applicable consumer protection laws
• Any pay-as-you-go usage charges already incurred remain payable and will be invoiced, including after cancellation
• Your data will be handled according to our Privacy Policy

5. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

5.1 Prohibited Activities

• Use the Service for any illegal, harmful, or fraudulent purpose
• Violate any applicable laws, regulations, or third-party rights
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Distribute, sublicense, sell, rent, or transfer the Service to any third party
• Remove, obscure, or alter any proprietary notices on the Service
• Use automated systems (bots, scripts, scrapers) to access the Service without authorization
• Attempt to gain unauthorized access to any portion of the Service or related systems
• Interfere with, disrupt, or impose unreasonable burdens on the Service or its infrastructure
• Impersonate any person or entity, or misrepresent your affiliation
• Share your account credentials with others

5.2 Usage Limits

Your subscription tier includes specific usage limits for AI processing and API calls. AI usage beyond your plan's included allowance is governed by Section 4.4 (Pay-As-You-Go Usage Charges). Excessive use beyond reasonable limits may also result in temporary throttling. We reserve the right to monitor usage and enforce fair use policies.

6. Intellectual Property Rights

6.1 TraceMind's Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, graphics, and content provided by TraceMind, is owned by TraceMind and protected by copyright, trademark, patent, and other intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable license to use the Service for your personal or internal business purposes. These Terms do not grant you any ownership rights to the Service.

6.2 Your Content and Designs

You retain all ownership rights to your original schematic designs, design descriptions, and other content you create ("Your Content"). By using the Service, you grant us a limited, non-exclusive, worldwide license to:

• Process Your Content to provide the Service (including sending metadata to AI providers for processing)
• Use anonymized, aggregated data derived from Your Content to improve our AI models and Service
• Store and transmit Your Content as necessary to provide the Service

This license terminates when you delete Your Content or close your account, except for anonymized data that cannot be attributed to you.

6.3 AI-Generated Content Ownership

You own the schematic designs generated by our AI based on your prompts and instructions. However:

• AI-generated content may not be unique; similar content may be generated for other users with similar prompts
• You are solely responsible for reviewing, validating, and testing all AI-generated schematics before use
• TraceMind makes no representations or warranties about the accuracy, functionality, or safety of AI-generated designs
• You acknowledge that AI-generated designs may contain errors and must be verified by qualified professionals before production use

6.4 Trademarks

TraceMind and related logos are trademarks of TraceMind. You may not use our trademarks without prior written permission. All third-party trademarks mentioned in the Service belong to their respective owners and are used for identification purposes only.

KiCad is a registered trademark of the KiCad Development Team. Altium and Altium Designer are registered trademarks of Altium LLC or its affiliates. TraceMind is not affiliated with, endorsed by, or sponsored by these organizations.

7. Service Availability and Beta Features

Certain features of the Service may be designated as beta, experimental, or preview features. Features so designated:

• Are provided "as is" without warranties of any kind
• May contain bugs, errors, or incomplete functionality
• May be changed, discontinued, or removed at any time without notice
• May have reduced reliability, availability, or support
• Should not be used for production or safety-critical applications without thorough testing

We do not guarantee any specific uptime, availability, or service level for the Service. We may suspend, limit, or modify access to the Service for maintenance, updates, security, or unforeseen technical issues.

8. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by law, TraceMind disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding the accuracy, reliability, completeness, or timeliness of AI-generated content or suggestions
• Warranties that the Service will be uninterrupted, secure, error-free, or virus-free
• Warranties that defects will be corrected or that the Service will meet your requirements
• Warranties regarding third-party services, content, or integrations
• Warranties that files exported for use in third-party EDA tools (including KiCad and Altium) will import, render, or behave identically in those tools

CRITICAL WARNING: AI-generated schematic designs MUST be reviewed, validated, and tested by qualified electrical engineers or professionals before use in any production, commercial, manufacturing, or safety-critical application. TraceMind is NOT responsible for errors, omissions, safety issues, or failures in AI-generated designs. Use of unvalidated AI-generated designs is at your sole risk.

Export Verification: Schematics exported to KiCad or Altium formats must be opened and verified in the target application. Format conversion may introduce differences in symbols, formatting, or connectivity. You are responsible for verifying every exported design in the target tool before relying on it.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRACEMIND AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

This limitation applies to damages arising from or relating to:

• Your use of or inability to use the Service
• Any errors, bugs, defects, or inaccuracies in the Service or AI-generated content
• Unauthorized access to, alteration of, or deletion of your data
• Data loss, corruption, or failure to store or transmit data
• Interruption, suspension, or termination of the Service
• Conduct or content of third parties using the Service
• Use of AI-generated designs in production or commercial applications
• Any other matter relating to the Service

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not TraceMind has been advised of the possibility of such damages.

Maximum Liability:In jurisdictions that do not allow the exclusion or limitation of liability, TraceMind's total aggregate liability to you for all claims arising from or relating to these Terms or the Service shall not exceed the greater of: (a) the amount you paid to TraceMind in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred dollars ($100 USD).

10. Indemnification

You agree to indemnify, defend, and hold harmless TraceMind, its officers, directors, employees, agents, suppliers, licensors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable law or regulation
• Your violation of any rights of another person or entity
• Your Content, including any schematic designs you create or share
• Your use of AI-generated content in production, commercial, or safety-critical applications
• Any claim that Your Content or designs infringe third-party intellectual property rights
• Any harm, injury, or damage caused by products, devices, or systems created using AI-generated designs

This indemnification obligation will survive termination of these Terms and your use of the Service.

11. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our data practices as described in the Privacy Policy.

Key data handling practices:

• Your complete schematic files remain on your local device and are not uploaded to our servers
• Design metadata (component information, connections, structural data) is extracted and sent to cloud services for AI processing
• Chat messages and design descriptions are processed by third-party AI service providers
• We collect usage data for billing accuracy, service improvement, and fraud prevention
• You have rights to access, correct, delete, and export your personal data under applicable privacy laws

12. Termination and Suspension

12.1 Termination by You

You may terminate your account at any time by:

• Canceling your subscription through your account settings
• Contacting us to request account deletion

Upon termination by you, your access to paid features will continue until the end of your current billing period.

12.2 Termination or Suspension by TraceMind

We reserve the right to suspend or terminate your access to the Service immediately, with or without prior notice, for any reason, including but not limited to:

• Violation of these Terms or our Acceptable Use Policy
• Non-payment of subscription fees or failed payment
• Fraudulent, abusive, or illegal activity
• Suspicious account activity or security concerns
• Extended periods of account inactivity
• Requests by law enforcement or regulatory authorities
• To protect the Service, our users, or third parties from harm

For minor violations, we may issue a warning before suspension or termination. For serious violations (fraud, illegal activity, security threats), termination may be immediate without warning.

12.3 Effect of Termination

Upon termination of your account for any reason:

• Your right to access and use the Service immediately ceases
• You must cease all use of the Service and uninstall the application from your devices
• Your data will be handled according to our Privacy Policy data retention terms
• You will not be entitled to any refund of fees already paid, except as required by law
• Provisions of these Terms that by their nature should survive (including but not limited to intellectual property, disclaimers, limitations of liability, and indemnification) will continue to apply

13. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes:

• We will update the "Last Updated" date at the top of these Terms
• We will notify you via email or through a prominent notice in the Service
• For existing users, changes will become effective 30 days after notification
• For new users, changes become effective immediately upon posting

Your continued use of the Service after changes become effective constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must:

• Stop using the Service immediately
• Cancel your subscription before the changes take effect

If you cancel within the 30-day notice period due to material changes you do not accept, we may, at our sole discretion, provide a pro-rated refund for the unused portion of your subscription.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Canada, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.2 Informal Dispute Resolution

Before filing a claim, you agree to contact us and attempt to resolve the dispute informally by sending a written notice describing:

• Your name and contact information
• The nature and basis of the claim
• The specific relief sought

We will attempt to resolve the dispute within 60 days of receiving your notice.

14.3 Binding Arbitration and Class Action Waiver

If we cannot resolve a dispute informally, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by a mutually agreed arbitration service in Canada, rather than in court.

CLASS ACTION WAIVER:You agree to bring claims only in your individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

14.4 Exceptions to Arbitration

Either party may seek equitable relief (injunction, specific performance) in a court of competent jurisdiction to prevent:

• Actual or threatened infringement, misappropriation, or violation of intellectual property rights
• Breach of confidentiality obligations
• Unauthorized access to or use of the Service

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and TraceMind regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings (whether oral, written, or electronic) regarding the subject matter.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of TraceMind.

15.4 Assignment

We may assign, transfer, or delegate our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. You may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision is void.

15.5 Force Majeure

We are not liable for any failure or delay in performance of our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, extreme weather, or environmental conditions
• War, terrorism, riots, civil unrest, or acts of government
• Fire, flood, earthquake, or other catastrophic events
• Epidemics, pandemics, or public health emergencies
• Internet or network infrastructure failures not caused by TraceMind
• Third-party service provider outages or failures
• Labor disputes, strikes, or lockouts

15.6 No Third-Party Beneficiaries

These Terms are for the benefit of you and TraceMind only. No third party has any right to enforce or rely on any provision of these Terms.

15.7 Export Control and Sanctions

You agree to comply with all applicable export control laws, sanctions, and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to Canadian or international embargoes or sanctions.

15.8 Government Users

If you are a government entity or using the Service on behalf of a government, the Service is "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable regulations, and is provided with only those rights granted to commercial end users.

15.9 Interpretation

In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) "including" and similar terms mean "including without limitation"; (c) singular includes plural and vice versa; (d) "or" is not exclusive; (e) references to sections refer to sections of these Terms.

16. Contact Information

If you have any questions, concerns, or disputes regarding these Terms or the Service, please contact us: