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 Customer to the Service.

“Customer”

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.

2. Tomachie’s Confidentiality Obligations

Tomachie agrees to:

1. Hold all Confidential Information provided by Customer in confidence and not disclose it to any third party without Customer’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.

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 Customer or for diagnosing and correcting errors in the Service.

3.3 Retention of design files

Standard (plaintext) submissions: During regular processing, your design files are deleted within twenty-four (24) hours. If a software anomaly occurs with your uploaded design files, Tomachie may retain Customer design files for up to thirty (30) days for error correction and tool improvement purposes while honoring all confidentiality obligations set forth in this agreement. Access to retained files remains limited to those with a need to know.

Client-side encrypted submissions: Encrypted schematic files uploaded by Customer are deleted within twenty-four (24) hours of processing. Encrypted analysis results are hosted for up to fourteen (14) days to allow Customer to retrieve them, after which they are permanently deleted. The decryption key provided by Customer 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 Customer designs as the key is not stored or made available beyond the automated processing pipeline.

3.4 No AI training

Customer PCB designs and schematic data processed by Tomachie are analyzed using an API with private commercial terms, which explicitly prohibit use of customer data for AI model training.

4. Exclusions

Confidentiality obligations do not apply to information that:

1. Is or becomes publicly available through no fault of Tomachie;
2. Was rightfully in Tomachie’s possession prior to disclosure by Customer;
3. Is independently developed by Tomachie without use of Confidential Information;
4. Is rightfully obtained from a third party without restriction on disclosure; or
5. Is required to be disclosed by law, provided Tomachie gives Customer prompt notice and cooperates in seeking protective treatment.

5. Ownership

Customer retains all right, title, and interest in and to all Confidential Information. Nothing in this agreement grants Tomachie any rights to Customer’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. Customer 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 shall not exceed the fees paid by Customer for the Service.

8. Term and Accidental Disclosure

This agreement is effective upon Customer’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.