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 electronic design software 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 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
• Your data will be handled according to our Privacy Policy

4.5 Bring Your Own Key (BYOK) Plans

Some subscription plans allow you to provide your own API keys from third-party AI service providers (such as OpenAI, Anthropic, or others) to power the AI features of TraceMind ("BYOK Plans"). If you are on a BYOK Plan:

• Separate Costs: You are responsible for all costs, charges, and fees charged by your third-party API provider. These costs are separate from and in addition to any TraceMind subscription fees.
• Direct Billing: Your API provider will bill you directly for API usage. TraceMind has no control over these charges.
• Usage Tracking:TraceMind provides usage tracking and cost estimates as a courtesy, but makes no guarantees regarding the accuracy or completeness of these estimates. You should independently verify usage through your API provider's dashboard.
• Spending Limits: You are solely responsible for setting appropriate spending limits, usage caps, and budget alerts with your API provider to prevent unexpected charges.
• API Key Management: You must provide valid, active API keys. TraceMind is not responsible for service interruptions caused by invalid, expired, revoked, or rate-limited API keys.
• No Refunds for API Costs: TraceMind is not responsible for refunding, reimbursing, or compensating you for any costs incurred through your third-party API provider, regardless of the reason.

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. Excessive use beyond reasonable limits may result in temporary throttling or additional charges. 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.

7. Service Availability and Beta Features

The Service or certain features may be in beta, experimental, or development status. These features:

• 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

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.

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).

9.1 Additional Limitations for BYOK Users

If you are using a Bring Your Own Key (BYOK) plan, the following additional limitations apply:

• No Liability for Third-Party API Costs: TraceMind is not liable for any costs, charges, fees, or expenses incurred through your third-party API provider, including but not limited to unexpected usage spikes, cost overruns, billing errors, or disputed charges.
• No Liability for API Key Security: You are solely responsible for the security and confidentiality of your API keys. TraceMind is not liable for unauthorized access to or use of your API keys, except in cases of gross negligence or willful misconduct by TraceMind.
• No Liability for Third-Party Service Issues: TraceMind is not liable for any interruptions, errors, rate limiting, service degradation, or discontinuation by your third-party API provider.
• No Warranty on Cost Optimization: TraceMind makes no guarantees regarding the optimization of API calls for cost efficiency, and is not liable for inefficient use of your API quota or costs.
• No Liability for Usage Estimates: Usage tracking and cost estimates provided by TraceMind are informational only. TraceMind is not liable for inaccuracies in usage tracking, cost estimates, or projections.
• Maximum Liability for BYOK Users:For BYOK users, TraceMind's maximum liability is limited to the amount you paid to TraceMind (excluding any costs paid to your API provider) in the twelve (12) months preceding the claim, or fifty dollars ($50 USD), whichever is greater.

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
• For BYOK Users: Your provision of invalid, expired, revoked, or compromised API keys
• For BYOK Users: Any costs, charges, fees, or expenses incurred through your third-party API provider
• For BYOK Users:Your violation of your third-party API provider's terms of service, acceptable use policies, or usage restrictions
• For BYOK Users: Unauthorized access to or use of your API keys due to your failure to maintain adequate security measures
• For BYOK Users: Any claims by your API provider related to your use of their services through TraceMind

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: