Confidential Disclosure Agreement

Tomachie Schematic Analysis Service

1. Definitions

"Confidential Information"

Any schematic files, design data, netlists, component information, and related technical data uploaded by User to the Service.

"User"

Any individual or entity that uses the Tomachie website or Service.

"Service"

The Tomachie Schematic Analysis Service, including all analysis, reports, and outputs generated therefrom.

"Tomachie"

Tomachie, LLC, a limited liability company organized under the laws of the State of New Hampshire, USA.

"AI Assist"

An optional processing mode selected by User at the time of submission that enables AI-powered analysis of the uploaded design. When AI Assist is not selected, the Service uses deterministic analysis with no AI involvement.

2. Tomachie's Confidentiality Obligations

Tomachie agrees to:

1. Hold all Confidential Information provided by User in confidence and not disclose it to any third party without User's prior written consent.
2. Use Confidential Information solely for the purpose of providing the Service and improving the Service.
3. Limit access to Confidential Information to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.
4. Apply industry-standard security measures to protect Confidential Information from unauthorized access, use, or disclosure.
5. Never use Confidential Information to educate, train, or instruct any person or system on a User's confidential design.
6. Never fabricate, manufacture, or assist any third party in fabricating or manufacturing a product based on a User's confidential design.
7. Not sell, license, or share Confidential Information with any third party, except as necessary to host data at Tomachie's chosen data center supplier and to share certain compiled aspects of the design with Tomachie's chosen AI supplier only when User elects to use "AI Assist".

3. Data Handling

3.1 Personal data

We collect your email address when you voluntarily choose to use this website service. No cookies are created or stored. You provide your email address and we use it to provide a link to view the results. In each email sent, a link is provided to opt-out of any future emails.

3.2 Design data

Uploaded files are processed on secure servers. Analysis is performed automatically without human review of design content except as necessary for technical support requested by User or for diagnosing and correcting errors in the Service.

3.3 Retention and deletion

Design files: Uploaded schematic and design files are deleted within fifteen (15) days of upload, whether or not they were encrypted. If processing stops with an error that Tomachie support must resolve, the files may be retained for up to thirty (30) days so the error can be investigated and the design processed again. Tomachie may use these periods for quality assurance, error correction, and Service improvement while honoring all confidentiality obligations set forth in this agreement. Access to retained files is limited to authorized Tomachie personnel with a need to know. The updated copy of the design produced by the Service (the schematic with inserted test points) contains User's design and is deleted on the same schedule.

Encrypted-at-rest design files: When User purchases the optional private encryption service, uploaded design files are encrypted with a User-controlled AES-256 key before leaving User's facility and are deleted on the same schedule as all other design files. The decryption key provided by User is held in server memory only for the duration of processing, passed directly to OpenSSL for decryption and re-encryption operations, and is never written to disk, logged, or otherwise retained. Tomachie personnel cannot access encrypted User designs as the key is not stored or made available beyond the automated processing pipeline.

Analysis reports and generated outputs: The analysis report and the other files the Service generates from it (bill of materials, netlist, device tree overlay, and any designer score certificate) are hosted for User's access until User deletes them; Tomachie does not delete them on a schedule. Tomachie emails User a link with which the report and its generated outputs can be permanently deleted at any time. A designer score certificate, if one was awarded, is kept unless User chooses to delete it as well.

3.4 No AI retention of data or AI training

User PCB designs and schematic data processed by Tomachie are only analyzed by AI when the User specifically selects "AI Assist". When AI Assist is used, the design information is held in memory only temporarily to perform the analysis and is then discarded. When User selects "AI Assist" and submits a design, Tomachie uses an API to an AI with private commercial terms, which explicitly prohibit use of customer data for AI model training.

3.5 Optional private encryption

Tomachie offers an optional private encryption service for a nominal fee that allows User to encrypt design files before upload using AES-256 encryption with a User-controlled key. When this option is selected, the design remains encrypted at rest throughout processing and is never stored by Tomachie in unencrypted form. User acknowledges the availability of this option and agrees that the decision not to purchase private encryption is made at User's own discretion and may limit recoverable damages in the unlikely event of a data breach of the server.

4. Exclusions

Confidentiality obligations do not apply to information that:

1. Is not marked confidential;
2. Is or becomes publicly available through no fault of Tomachie;
3. Was rightfully in Tomachie's possession prior to disclosure by User;
4. Is independently developed by Tomachie without use of Confidential Information;
5. Is rightfully obtained from a third party without restriction on disclosure; or
6. Is required to be disclosed by law, provided Tomachie gives User prompt notice and cooperates in seeking protective treatment.

5. Ownership

User retains all right, title, and interest in and to all Confidential Information. Nothing in this agreement grants Tomachie any rights to User's intellectual property except the limited right to process data for the purpose of providing and improving the Service.

6. No Warranty

The Service is provided "as is" without warranty of any kind. Tomachie does not warrant that analysis results are error-free or suitable for any particular purpose. User is responsible for validating all results.

7. Limitation of Liability

In no event shall Tomachie be liable for any indirect, incidental, special, consequential, or punitive damages arising from the use of the Service. Tomachie's total liability under any condition, term or theory of law shall not exceed the fees paid by User for the Service.

8. Term and Accidental Disclosure

This agreement is effective upon User's first use of the Service and continues indefinitely. Confidential Information remains confidential in perpetuity. However, Tomachie's liability for accidental disclosure is limited to a period of five (5) years from the date of disclosure. After five years, the information remains confidential, but Tomachie shall not be held liable for unintentional disclosure.

9. Governing Law, Venue, and Language

This agreement shall be governed by the laws of the State of New Hampshire, USA, without regard to conflict of law principles. Any legal action or proceeding arising under this agreement shall be brought exclusively in the courts located in Strafford County, New Hampshire, USA, and the parties hereby consent to the personal jurisdiction and venue therein.

This agreement is executed in the English language. Any translation into another language is provided for convenience only. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.

10. Attorney's Fees

In any court action, arbitration, or settlement related to this agreement in which Tomachie is the prevailing party, User shall pay Tomachie's reasonable attorney's fees, court costs, and related expenses.