Legal

This Privacy Policy explains how Traceformer, Inc. ("Traceformer," "we," "us," and "our") collects, uses, and discloses information in connection with the Traceformer.io website, platform, and related services (the "Service").

This Privacy Policy is intended for free users and self-serve paid users. Enterprise customers typically use the Service under a separate agreement and (if applicable) a data processing agreement ("DPA"), which may include additional privacy and security terms.

1. Key definitions

"Customer Content" means any files, data, text, images, netlists, schematics, datasheets, design files, chat inputs, or other materials uploaded or submitted by you.

"Outputs" means analyses, checks, summaries, recommendations, or responses generated by the Service based on Customer Content.

"Derived Data" means technical artifacts generated solely to operate the Service, such as parsed text, indexes, embeddings, summaries, or extracted metadata.

"Content" refers collectively to Customer Content, Outputs, and Derived Data.

"Personal Data" (or "personal information") means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an individual, as defined under applicable law.

2. Roles: controller vs. processor (business customers)

Traceformer is the controller for Personal Data associated with operating the Service for users and prospective customers (for example account data, billing metadata, and website analytics).

If you upload Personal Data within Customer Content on behalf of a business, you may be the controller of that Personal Data and Traceformer may process it as a service provider/processor. Where required, we will make a DPA available upon request.

3. Information we collect

We collect only the information reasonably necessary to operate the Service.

3.1 Account information

• Name, email address, and organization (optional)
• Authentication identifiers (for example password hashes, session tokens, and account IDs)
• Subscription and plan metadata

3.2 Billing information

• Payments are processed by Stripe, a PCI-compliant third-party processor.
• Traceformer receives billing status and subscription metadata (for example plan name, renewal date, and payment status).
• We do not store payment card details.

3.3 Customer Content

• Engineering files (for example netlists, schematics, datasheets, and images)
• Chat inputs and related context
• Design rules and configuration preferences

3.4 Usage and operational data

Usage and performance telemetry (for example request timestamps, feature usage, response times, error rates, and billing/usage measurements). This data is generally operational in nature and is designed not to include the substance of your Customer Content, except as described in Section 6.3 (Support diagnostics).

3.5 Cookies and analytics preferences

• We use cookies and similar technologies needed for core site operations and security.
• We store an analytics preference cookie that records whether analytics tracking is granted or denied.
• When analytics is granted, we may collect site and product usage and performance telemetry through providers such as Vercel Analytics and Speed Insights.

3.6 Contact and enterprise inquiry data

• Contact and profile details submitted through contact or enterprise inquiry forms (for example name, email, business type, and capacity needs)
• Interest signals (for example request for a demo, free review evaluation, or higher-limit self-serve access)
• Inquiry notes and follow-up communications related to your request

4. How we use information

We use Personal Data and Content to:

• Provide, operate, and maintain the Service
• Perform AI-assisted engineering analysis
• Enforce usage limits and prevent abuse
• Diagnose errors and improve reliability
• Respond to support requests
• Investigate support requests and Issue Reports and, where you explicitly opt in, use those submissions and the related context to evaluate, test, debug, monitor, develop, and improve the Service
• Send service-related communications, including onboarding, feedback requests, product updates, and security notices
• Review and respond to contact or enterprise inquiries, including demo requests and plan-fit conversations
• Comply with legal obligations and enforce our Terms

5. AI model training and service improvement

5.1 No training on Customer Content for foundation models

Traceformer treats all Customer Content as confidential and does not use it to train, fine-tune, or improve any general-purpose or foundation AI models. Your content remains isolated to your account and is not shared across customers or included in public datasets.

5.2 Aggregated and de-identified service improvement

To improve and operate the Service, we rely primarily on aggregated or otherwise de-identified usage metrics (for example error rates and feature usage) that are not reasonably capable of being traced back to you.

6. How we share information

We do not sell Personal Data.

We may disclose information in the following circumstances:

6.1 Subprocessors and service providers

We use subprocessors and service providers to host and operate the Service (for example hosting, storage, authentication, billing, observability, and database providers). We may share Personal Data and Content with these providers only as necessary to provide the Service.

6.2 AI model providers

To generate Outputs, relevant portions of Customer Content are transmitted to AI model providers acting as subprocessors. Providers may include services such as OpenAI, Anthropic, Google, or similar AI platforms.

These providers process Content to generate responses. Their data handling, retention, and caching practices are governed by their respective terms and our configuration.

6.3 Support and troubleshooting diagnostics

When needed for reliability, security, abuse prevention, or support troubleshooting, we may process account-linked technical diagnostics (for example request IDs, timestamps, stack traces, provider error payloads, and limited excerpts of inputs or outputs associated with a failing request).

If you submit a support request, submit an Issue Report, or otherwise ask us to investigate an issue with the Service, we may access and review the Customer Content, Outputs, and related Derived Data reasonably necessary to investigate, reproduce, resolve, remediate, and prevent recurrence of that issue. This may include the affected project, review results, uploaded files or excerpts, citations, configuration context, and associated diagnostics.

If, through the applicable in-product support or feedback flow, you explicitly opt in to broader improvement use, we may also use the submitted materials and the reasonably necessary related project/review context to evaluate, test, debug, monitor, support, secure, operate, develop, and improve the Service and related features, systems, and workflows, including for the benefit of other users. This may include quality evaluation, failure analysis, prompt and retrieval improvements, ranking or classification improvements, validation logic, reliability engineering, abuse prevention, and other product-quality, safety, and operational improvements.

We limit this access and use to authorized personnel and permitted service-related purposes. We do not use this content to train, fine-tune, or improve any general-purpose or foundation AI model unless you separately and expressly opt in to that use.

Outside of those circumstances, we do not access or review the substance of your Customer Content except: (a) at your request, (b) to investigate security issues or incidents, (c) if legally compelled, or (d) with your explicit consent.

6.4 Legal and safety

We may disclose information to comply with applicable law, lawful requests, and legal process; to protect the rights, property, and safety of Traceformer, our users, and others; and to enforce our agreements and policies.

6.5 Business transfers

If Traceformer is involved in a merger, acquisition, financing, reorganization, bankruptcy, or sale of assets, information may be transferred as part of that transaction, subject to standard confidentiality protections.

7. Cookies and analytics controls

You can control analytics cookies through the in-product or site controls (where available) and through your browser settings. If you deny analytics cookies, we will not run optional analytics tracking, but essential cookies may still be required for core functionality and security.

8. Data retention and deletion

8.1 User-controlled deletion

You may delete uploaded files, chats, and review history from within the Service (where available) and you may request closure of your account.

8.2 Retention periods

Active accounts. We retain Customer Content and Outputs for as long as your account remains active, unless you delete them earlier.

Account closure. When you close your account (or we close it at your request), we will delete Customer Content and Outputs associated with your account within 30 days, except where retention is required by law or for legitimate business purposes described below.

Backups. Residual metadata or encrypted backups may persist for a limited period (generally up to 90 days) for security, integrity, and disaster-recovery purposes.

Operational artifacts. We may retain limited technical artifacts (for example hashed identifiers, aggregated statistics, and anonymized error metadata) for security, abuse prevention, system integrity, and service improvement. These artifacts are not intended to and are not reasonably capable of reconstructing your original designs.

Support and improvement records. If you submit a support request or an Issue Report, we may retain the support record, related investigation notes, and the limited associated project/review context needed to document, resolve, and prevent recurrence of the issue. If you explicitly opt in to broader improvement use, we may also retain the submitted materials and related analyses for the service-improvement purposes described in this Policy, subject to the same confidentiality and deletion framework described in this Policy.

Billing and accounting. We retain billing records and aggregated usage statistics as required by law and for legitimate business purposes (for example taxes, accounting, and audit).

9. Security

We use commercially reasonable administrative, technical, and organizational safeguards designed to protect information, including encryption in transit (TLS) and at rest, per-user access isolation, secure credential management, and monitoring. No system is perfectly secure.

10. International data transfers

By default, the Service is hosted in the United States. If you access the Service from outside the United States, information may be transferred to, stored in, and processed in the United States and other countries where we or our subprocessors operate. Where required, we will use appropriate safeguards for international transfers (for example contractual protections in a DPA).

11. Your rights and choices

11.1 GDPR/UK GDPR

Depending on your jurisdiction, you may have rights to access, correct, delete, restrict, object to processing, and port your Personal Data. You may also have the right to withdraw consent where processing is based on consent.

11.2 California (CCPA/CPRA)

If you are a California resident, you may have rights to know, access, delete, correct, and opt out of the "sale" or "sharing" of Personal Data, and to limit the use of "sensitive personal information," as those terms are defined under California law. Traceformer does not sell Personal Data. We do not share Personal Data for cross-context behavioral advertising.

11.3 How to exercise rights

Privacy requests (data access, deletion, correction): dev@traceformer.io

For faster handling, use subject line: "Privacy Request (Access/Deletion/Correction)".

We will respond to verified privacy requests within applicable legal timelines (typically within 30 days for GDPR requests).

12. Children

The Service is not directed to children, and we do not knowingly collect Personal Data from children under 13 (or under the age threshold applicable in your jurisdiction).

13. Changes to this Privacy Policy

We may update this Privacy Policy from time to time. If we make material changes, we will provide reasonable notice by email or by posting a notice on the Service before the changes take effect. The updated policy will be effective as of the "Last updated" date unless otherwise stated.

14. Contact

Questions about this Privacy Policy: dev@traceformer.io

These Terms of Service ("Terms") govern access to and use of the Traceformer.io platform and related services (the "Service"). These Terms apply to free users and self-serve paid users. If you have a separate written agreement signed by Traceformer, Inc. (for example, an enterprise agreement), that agreement governs your use of the Service to the extent it conflicts with these Terms.

By creating an account, clicking to accept these Terms (for example, by clicking an "I agree" button in our signup flow), or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

"Customer Content" means any files, data, text, images, netlists, schematics, datasheets, design files, chat inputs, or other materials uploaded or submitted by you.

"Outputs" means analyses, checks, summaries, recommendations, or responses generated by the Service based on Customer Content.

"Derived Data" means technical artifacts generated solely to operate the Service, such as parsed text, indexes, embeddings, summaries, or extracted metadata.

"Service" means the Traceformer.io platform, including all features, APIs, and related services.

"Content" refers collectively to Customer Content, Outputs, and Derived Data.

"Traceformer," "we," and "us" means Traceformer, Inc., a Delaware corporation.

2. Acceptance; eligibility; authority; electronic communications

2.1 Authority.

If you use the Service on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity. In that case, "you" and "your" refer to that entity.

2.2 Eligibility.

You must be at least 18 years old (or the age of legal majority where you live) to use the Service.

2.3 Electronic delivery and notices.

You consent to receive communications from Traceformer electronically (for example, by email and in-product notices). You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

3. Service description; informational use; no professional advice

3.1 Informational service.

The Service analyzes user-submitted electrical design files and datasheets using automated systems, including machine learning models, to generate informational Outputs. Outputs are provided on an "AS IS" and "AS AVAILABLE" basis.

3.2 No professional engineering advice.

The Service does not provide professional engineering, safety, regulatory, certification, legal, or compliance advice. You are solely responsible for independently reviewing and validating any Outputs before use in real-world designs, fabrication, procurement, manufacturing, or deployment. Outputs may be incomplete, inaccurate, or unsuitable for your specific application.

3.3 AI limitations.

You acknowledge that AI-generated Outputs are probabilistic and may be inaccurate, incomplete, or misleading; that Output quality depends on input quality; and that models and Outputs may change over time.

4. Accounts; security; administrators

4.1 Account security.

You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. You must promptly notify Traceformer if you suspect unauthorized access.

4.2 Administrators and workspace users.

If your account supports multiple users, administrators may be able to manage users, permissions, billing, and settings within your workspace. You are responsible for actions taken by anyone you allow to access the Service through your account.

4.3 Responsibility for systems and backups.

You are responsible for your own systems, networks, and devices used to access the Service, and for maintaining appropriate backups of your Customer Content.

5. Ownership; licenses; feedback

5.1 Your ownership.

You retain all right, title, and interest in and to your Customer Content.

5.2 Outputs.

To the extent permitted by law, you own the Outputs generated from your Customer Content. Ownership of Outputs does not confer ownership of the Service, software, models, or analytical methods used to generate them.

5.3 Traceformer ownership.

Traceformer retains all right, title, and interest in and to the Service (including its software, models, workflows, analytical methods, user interfaces, and underlying infrastructure), including all improvements and derivatives.

5.4 License to operate the Service.

You grant Traceformer a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, reproduce (as necessary for processing), and otherwise use your Customer Content and Derived Data solely to provide, maintain, secure, and support the Service. Any broader use of Customer Content, Outputs, support requests, Issue Reports, or related project/review context for service-improvement purposes is permitted only to the extent expressly described in these Terms, the Privacy Policy, and any opt-in choices you make in the Service.

5.5 No model training on Customer Content.

Traceformer will not use Customer Content to train, fine-tune, or improve any general-purpose or foundation AI model, and will not permit third parties to do so, unless you separately and explicitly agree to that use.

5.6 Support reports and optional improvement consent.

By default, Traceformer will not use Customer Content, Outputs, support requests, Issue Reports, or related project/review context to improve the Service beyond investigating, resolving, and preventing recurrence of the specific incident for which such materials were submitted.

If you explicitly opt in through the applicable in-product support or feedback flow, you grant Traceformer a limited, revocable, non-exclusive, worldwide, royalty-free license to access, review, retain, and use the submitted materials and the reasonably necessary related Customer Content, Outputs, Derived Data, and project/review context to evaluate, test, debug, monitor, support, secure, operate, develop, and improve the Service and related features, systems, and workflows. This may include quality evaluation, failure analysis, prompt and retrieval improvements, ranking or classification improvements, validation logic, reliability engineering, abuse prevention, and other product-quality, safety, and operational improvements for the benefit of current and future users.

This consent does not authorize Traceformer or any third party to train, fine-tune, or improve any general-purpose or foundation AI model unless you separately and expressly agree to that use.

You may withdraw this optional improvement consent at any time through the Service settings or by contacting Traceformer. Withdrawal will apply prospectively and will not require Traceformer to unwind or delete improvements, evaluations, or analyses already created or completed before withdrawal, subject to the Privacy Policy's retention and deletion terms.

5.7 Feedback.

If you provide suggestions or feedback, you grant Traceformer a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or obligation.

6. Customer responsibilities; prohibited data; export and restricted data

6.1 Rights in content you upload.

You represent and warrant that you have all rights necessary to upload and use Customer Content with the Service and to grant the rights in these Terms.

6.2 Prohibited Data.

Unless Traceformer expressly agrees in writing, you will not submit or upload any of the following ("Prohibited Data"): (a) patient, medical, or other protected health information regulated by HIPAA or similar laws; (b) payment card data subject to PCI DSS; (c) bank account numbers, passwords, or authentication secrets intended to access financial accounts; (d) social security numbers, driver's license numbers, or other unique government ID numbers; (e) "special categories" of personal data under the GDPR (or similar sensitive personal data classifications); or (f) any other similarly sensitive personal information that would impose heightened legal or regulatory obligations on Traceformer.

6.3 GDPR / DPA.

If you are subject to GDPR/UK GDPR and need a data processing agreement ("DPA"), contact us at dev@traceformer.io. If we provide a DPA for your use case, you must execute it before submitting personal data governed by GDPR/UK GDPR as Customer Content. If a DPA applies, it will govern the parties' rights and obligations with respect to such personal data and will control in the event of conflict with these Terms.

6.4 Export-controlled and restricted technical data.

You are responsible for compliance with all applicable export control laws and regulations, including U.S. EAR and ITAR. You agree not to upload export-controlled technical data, classified information, or government-restricted information without proper authorization. By default, the Service is hosted in the United States. By using the Service, you acknowledge that Content may be processed and stored in the U.S. or other regions where we or our subprocessors operate.

7. Acceptable use; restrictions

You agree not to:

• (a) upload content you do not have rights to use;
• (b) upload malware, malicious code, or content intended to disrupt or compromise the Service;
• (c) circumvent usage limits or security controls;
• (d) interfere with service integrity or access others' data;
• (e) systematically extract, scrape, benchmark, or reverse engineer the Service, Outputs, or underlying models for the purpose of building a competing product;
• (f) resell, rent, or redistribute the Service without Traceformer's written consent; or
• (g) use the Service for illegal purposes or in violation of applicable laws.

Traceformer may suspend or terminate access for violations of this section.

8. High-risk applications

The Service is not designed or intended for use in life-critical or safety-critical systems where failure could result in death, bodily injury, or significant property or environmental damage, including medical devices, automotive safety systems, aerospace systems, nuclear facilities, or weapons systems.

If you choose to use the Service in connection with such applications, you do so at your own risk. You are solely responsible for independently validating all Outputs and for ensuring that any resulting designs, products, or systems meet all applicable safety, regulatory, and certification requirements.

9. Free trials; beta features; no reliance

9.1 Free and trial access.

Traceformer may offer free plans, free trials, promotional credits, or other no-fee access ("Free Access"). Traceformer may modify, suspend, or end Free Access at any time.

9.2 Beta features.

Traceformer may make available features labeled alpha, beta, preview, or similar ("Beta Features"). Beta Features are experimental and may be changed or discontinued at any time.

9.3 No SLA; no reliance.

Free Access and Beta Features are provided "AS IS" and "AS AVAILABLE," without any service level commitment and without any obligation to provide support. You should not rely on Free Access or Beta Features for production use.

10. Third-party providers; subprocessors; third-party services

10.1 Subprocessors.

The Service relies on third-party providers (including AI model providers, hosting, storage, authentication, billing, and observability providers) to help deliver functionality. Traceformer's data handling practices are described in the Privacy Policy.

10.2 Third-party services/links.

The Service may integrate with or link to third-party services. Traceformer is not responsible for third-party services, and your use of them is governed by the third party's terms and policies.

11. Usage limits; billing; usage allocations; taxes; refunds

11.1 Usage limits.

Plans may include limits on reviews, tokens, files, API spend, usage allocations, or other usage metrics. Traceformer may throttle, restrict, or suspend usage to enforce limits or protect system stability.

11.2 Usage allocations; resets.

Paid plans may include monthly usage limits, credits, budgets, or similar usage allocations. These allocations reset each billing period unless otherwise stated.

11.3 Per-review usage impact.

Each review has a usage impact based on scope, selected model, and your applicable plan or pricing structure. Before you run a review, Traceformer will show the usage impact of that review, which may be displayed as a dollar amount, credit amount, percentage of plan limit, or similar usage metric.

11.4 Plan changes.

If you change plans mid-cycle, Traceformer may apply prorated or other adjustments to your available usage limits, credits, budget, or similar usage allocation for that active billing period.

11.5 Auto-renewal; cancellation.

Paid subscriptions renew automatically unless canceled. You may cancel at any time through your account settings. Cancellation stops future renewals; it does not retroactively refund fees already paid except where required by law.

11.6 Grandfathered plans.

Grandfathered plans may remain available only while the subscription stays active and in good standing. If a grandfathered plan is canceled, lapses, or is changed, reactivation may require enrolling in a then-current plan. Traceformer may retire grandfathered plans with reasonable notice where permitted by law.

11.7 Taxes.

Fees are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes, except taxes based on Traceformer's net income.

11.8 Refunds.

Refunds are provided at Traceformer's discretion or as required by law.

12. Confidentiality; security; support access

12.1 Confidential Customer Content.

Traceformer treats Customer Content as confidential and does not disclose it to third parties except as necessary to provide the Service (including to subprocessors), as required by law, or with your consent, as further described in the Privacy Policy.

12.2 Security.

Traceformer uses commercially reasonable administrative, technical, and organizational safeguards designed to protect Content. However, no system is perfectly secure and Traceformer does not guarantee that unauthorized access, hacking, data loss, or other security incidents will never occur.

12.3 Security incident communications.

Where required by applicable law, Traceformer will provide notice of a confirmed unauthorized access to personal data under our control.

12.4 Your responsibility for sensitive material.

You are responsible for evaluating whether the Service meets your confidentiality requirements before uploading sensitive or proprietary designs.

12.5 Support troubleshooting access.

If you submit a support request or an Issue Report, Traceformer may access account-linked diagnostic records and the Customer Content, Outputs, and related project/review context reasonably necessary to investigate, reproduce, resolve, remediate, and prevent recurrence of the reported issue. This may include the affected project, review results, uploaded files or excerpts, citations, and associated diagnostics.

If you explicitly opt in through the applicable support or feedback flow, Traceformer may also use those submitted materials and related context for the broader service-improvement purposes described in Section 5.6. Traceformer will limit such access and use to authorized personnel and to the permitted purposes described in these Terms and the Privacy Policy.

13. Suspension; termination; effect of termination

13.1 Suspension/termination by Traceformer.

Traceformer may suspend or terminate access for: (a) violations of these Terms; (b) excessive, abusive, or fraudulent usage; (c) non-payment; (d) legal, regulatory, or infrastructure constraints; or (e) security, abuse-prevention, or risk-management reasons.

13.2 Termination by you.

You may stop using the Service at any time and may request account closure.

13.3 Effect.

Upon termination, your right to access the Service ends immediately. Traceformer will delete your Content in accordance with the Privacy Policy's data retention and deletion terms, subject to legal retention requirements and limited residual technical artifacts described in the Privacy Policy.

13.4 Survival.

Sections that by their nature should survive will survive termination, including ownership, confidentiality, disclaimers, limitation of liability, indemnification, disputes, and general terms.

14. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

TRACEFORMER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUTS WILL MEET YOUR REQUIREMENTS OR BE CORRECT FOR ANY PARTICULAR USE.

15. LIMITATION OF LIABILITY

15.1 EXCLUSION OF CERTAIN DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRACEFORMER (OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, OR SUBPROCESSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 SPECIFIC EXCLUSIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, TRACEFORMER IS NOT LIABLE FOR: (a) ERROR OR INTERRUPTION OF USE; (b) LOSS, INACCURACY, CORRUPTION, OR UNAUTHORIZED DISCLOSURE OF DATA OR CONTENT; (c) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (d) HARDWARE FAILURES, DESIGN DEFECTS, MANUFACTURING ISSUES, OR SAFETY INCIDENTS RELATED TO DESIGNS REVIEWED USING THE SERVICE; OR (e) ANY MATTER BEYOND TRACEFORMER'S REASONABLE CONTROL (INCLUDING THIRD-PARTY PROVIDER FAILURES).

15.3 AGGREGATE CAP.

TO THE FULLEST EXTENT PERMITTED BY LAW, TRACEFORMER'S TOTAL AGGREGATE AND CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE), WILL NOT EXCEED THE FEES PAID BY YOU TO TRACEFORMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES TO TRACEFORMER IN THAT PERIOD (FOR EXAMPLE, DURING FREE ACCESS OR A FREE TRIAL), TRACEFORMER'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

15.4 BASIS OF THE BARGAIN; FAILURE OF ESSENTIAL PURPOSE.

YOU ACKNOWLEDGE THAT THE FEES (IF ANY) REFLECT THE ALLOCATION OF RISK AND THAT TRACEFORMER WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.5 LIMITATIONS REQUIRED BY LAW.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY APPLICABLE LAW.

16. Indemnification

16.1 Your indemnity.

You agree to indemnify, defend, and hold harmless Traceformer and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service or Outputs; (b) your Customer Content; (c) your violation of these Terms; (d) your violation of any third-party rights (including IP rights); or (e) designs, products, or systems you create using or informed by Outputs.

16.2 Indemnification procedure.

Your obligations under this Section 16 are conditioned on Traceformer: (a) providing you prompt notice of the claim (provided that failure to provide prompt notice will relieve you only to the extent materially prejudiced); (b) providing reasonable assistance at your expense; and (c) allowing you sole control of the defense and settlement of the claim, except that you may not settle any claim in a manner that admits fault by Traceformer or imposes obligations on Traceformer without Traceformer's prior written consent. Traceformer may participate in the defense with counsel of its choosing at its own expense.

17. Force majeure

Traceformer will not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, pandemics, public utility failures, internet or cloud provider failures, or governmental actions ("Force Majeure Events"). A Force Majeure Event does not excuse your payment obligations for fees accrued prior to the Force Majeure Event.

18. Disputes; governing law; venue; time limit to bring claims

18.1 Informal resolution.

Before filing a claim (other than for injunctive relief), you agree to first contact Traceformer at dev@traceformer.io with a brief description of the dispute and your contact information. The parties will attempt in good faith to resolve the dispute for at least 30 days.

18.2 Governing law.

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

18.3 Venue.

Any disputes arising out of or relating to these Terms or the Service must be brought in the state or federal courts located in California, and each party consents to personal jurisdiction and venue there.

18.4 Injunctive relief.

Nothing in these Terms prevents either party from seeking injunctive or other equitable relief to protect its intellectual property or confidential information.

18.5 Time limit to bring claims.

To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

19. Changes to Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice by email or by posting a notice on the Service before the changes take effect. The updated Terms will be effective as of the "Last updated" date unless otherwise stated. Your continued use of the Service after the effective date, including accepting the updated Terms through the Service, constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service and close your account.

20. General terms

20.1 Entire agreement; order of precedence.

These Terms (including the Privacy Policy and any policies referenced in the Service) are the entire agreement between you and Traceformer regarding the Service and supersede prior or contemporaneous agreements or understandings. If you have a separate written agreement signed by Traceformer that expressly governs the Service, that agreement will control to the extent of conflict.

20.2 Severability.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

20.3 Waiver.

Failure to enforce any provision is not a waiver of future enforcement.

20.4 Assignment.

You may not assign these Terms without Traceformer's prior written consent. Traceformer may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or otherwise upon notice.

20.5 No third-party beneficiaries.

Except for Traceformer's affiliates, licensors, suppliers, and subprocessors as intended third-party beneficiaries of Sections 14 (Disclaimers) and 15 (Limitation of Liability), there are no third-party beneficiaries to these Terms.

20.6 Independent contractors.

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

20.7 Headings.

Headings are for convenience only and do not affect interpretation.

21. Contact

Traceformer, Inc.

Questions about these Terms or the Privacy Policy: dev@traceformer.io