Online Terms of Sale

PLEASE READ THIS TERMS OF SALE AGREEMENT (THE “TERMS OF SALE”) CAREFULLY.THESE TERMS OF SALE GOVERN YOUR PURCHASE OF CERTAIN HARDWARE PRODUCTS (“PRODUCTS”) OFFERED FOR SALE BY TENSTORRENT USA, INC. ("TENSTORRENT", "WE," "US," OR "OUR") THROUGH TENSTORRENT’S ONLINE STORE LOCATED AT TENSTORRENT.COM (THE “SITE”). BY CLICKING ON THE "AGREE," "ACCEPT," OR A SIMILAR ACCEPTANCE BUTTON IN CONNECTION WITH A PURCHASE OF PRODUCTS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF SALE, AND (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TENSTORRENT.THE TERM “YOU” OR “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY THAT PLACES AN ORDER FOR PRODUCTS THROUGH THE SITE. IF YOU ARE ENTERING INTO THESE TERMS OF SALE ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT PURCHASE PRODUCTS THROUGH THE SITE.

UNLESS OTHERWISE SET FORTH HEREIN, PLEASE BE AWARE THAT SECTION 15 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Sale or will be presented to you for your acceptance when you sign up to use the supplemental Service.If the Terms of Sale are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.The Terms of Sale and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PRIVACY. By placing an order or purchasing any Products, you acknowledge and consent to the processing of your data in accordance with the Tenstorrent Privacy Policy at tenstorrent.com/privacy-policy. You are responsible for reviewing the Privacy Policy before completing your purchase.
ORDERING PRODUCTS.
1. Purchasing Products. When you place an order on the Site, you are making a legally binding offer to purchase the selected Product under these Terms of Sale. Tenstorrent may refuse or limit any orders, extend delivery timelines, or decline to ship a Product for any reason and will not be liable if a Product is unavailable or if shipment is delayed. We may send an acknowledgment of receipt of your order through the Site or to your email address after your payment has been processed. Tenstorrent’s confirmation of receipt of your order does not constitute Tenstorrent’s acceptance of your order. Your offer is accepted only when Tenstorrent has received approval from your chosen payment method and has shipped your Product or otherwise made it available to you. Unless otherwise specified at the time of purchase, you must pay for Products when you place the order.
2. Product Description and Availability. Tenstorrent takes reasonable measures to ensure accurate Product descriptions on the Site. However, Tenstorrent cannot guarantee that all information is error-free at all times and reserves the right to correct errors or update Product information at any time without notice. Any offer for a Product is void where prohibited by law. Tenstorrent reserves the right to change prices and availability of Products at any time. Quantities may be limited. Tenstorrent may discontinue any Product at any time.
3. Geographic Restrictions. The Products may only be purchased, exported, re-exported, or transferred to destinations permitted (the “Permitted Territory”) under applicable export control and trade compliance laws and regulations (“Trade Controls”). By purchasing the Products, you represent and warrant that: (a) you will comply with all applicable laws and regulations (including export control and sanctions laws) in connection with your purchase, use, export, and transfer of the Products; and (b) you are purchasing the Products for your own internal personal or business use and not for resale, export, or re-export except as permitted by applicable law and these Terms of Sale. You must not use any software or networking techniques, including any virtual private network (VPN) or similar technology, to misrepresent your location, circumvent geographic restrictions, or conceal your identity or intended destination or end use of the Products. Tenstorrent reserves the right, in its sole discretion, to restrict or refuse orders, limit shipments, or block access to the Products from any jurisdiction, IP address, device, or user, or where Tenstorrent reasonably believes a transaction may violate applicable laws, Trade Controls or these Terms of Sale. Upon request, you shall execute and/or provide any export and trade related documentation or information needed for Tenstorrent to comply with (or demonstrate compliance with), or respond to enquiries from any governmental authority in relation to, Trade Controls, including, but not limited to, statements of assurance and end user certificates.
4. Shipping. All shipping times shown on the Site are estimates only. Actual delivery dates may vary.
5. Returns. You may return a Product purchased directly on the Site within fourteen (14) days of receiving it. To receive a full refund, you must return the Product in its original condition with all accessories and documentation, in accordance with Section 8 (Administrative Procedure for Return). Any Products purchased through any other channel cannot be returned or exchanged directly through Tenstorrent’s online store.
6. Transfer of Title and Risk of Loss. Title to and risk of loss and damage of the Products pass from Tenstorrent to you when you acquire physical possession of the Product. Tenstorrent may choose the procedures, packaging, and common carrier for sold Products. Your order may be shipped in multiple boxes or shipments.
7. Damaged or Incomplete Shipment. If you receive a damaged or incomplete shipment, you shall notify Customer Support at support@tenstorrent.com in accordance with Section 8 (Administrative Procedure for Returns). Any refunds or replacements are made solely in Tenstorrent’s discretion, subject to applicable law and Section 2.5 (Returns) and Section 6.1 (Limited Product Warranty).
PAYMENT
1. Transaction Authorization. You agree to pay us for all Products in accordance with the prices and billing and payment terms in effect at the time the order is made. To submit an order for a Product, you must provide valid payment information, such as a credit card (Visa, MasterCard or any other issuer accepted by us) or other accepted third-party payment method. When you make a purchase, you expressly authorize Tenstorrent (or its third-party payment processors) to charge you for such transaction. By providing payment information, you authorize Tenstorrent to charge your selected payment method for all fees and charges due. Tenstorrent uses third-party e-commerce and payment processing providers, including Shopify and its affiliated payment services (e.g., Shopify Payments), to process transactions. By purchasing any Products, you agree to be bound by the applicable terms of service and privacy policies of such third-party providers. All payments are non-refundable and non-transferable except as expressly provided in these Terms of Sale or as required by applicable law.
2. Cancellation. Except as expressly provided in these Terms of Sale or required by applicable law, all orders are non-cancelable once submitted. Tenstorrent may grant or deny cancellation requests in its sole discretion. Tenstorrent may also cancel your order or prevent future purchases for any reason, including: (a) breach of any applicable law or regulation; (b) breach of these Terms of Sale; (c) a declined payment method; (d) suspected fraudulent or improper activity; or (e) any other circumstances Tenstorrent deems appropriate.
3. Taxes, Tariffs & Fees. Stated prices may not include customs duties, tariffs, sales, use, value-added, excise, federal, state, local, or other taxes (collectively, "Taxes"). You are solely responsible for the payment of all such Taxes related to your purchase. Applicable Taxes may be added at the time of purchase. You agree to indemnify Tenstorrent for any claim for taxes, customs duties, or other government fees and tariffs that may be levied on Tenstorrent in connection with these Terms of Sale.
4. Promotional Codes. Tenstorrent may offer promotional codes for discounts from time to time. Promotional codes are non-transferable and not redeemable for cash or credit toward previous purchases. The code must be applied at checkout and cannot be retroactively applied. Promotional codes cannot be combined with other offers and are void where prohibited. Tenstorrent may terminate or modify any promotional program at any time in its sole discretion.
RESTRICTIONS. The Products are not for use in life-support systems, human implantation, nuclear facilities, or any other application where product failure could lead to loss of life or property damage. If you use Products for any such applications, you acknowledge that: (a) any such use is at your sole risk; (b) Tenstorrent and its suppliers are not liable for any claim or damage arising from such use; and (c) you shall indemnify, defend, and hold Tenstorrent harmless from any claims, damages, or losses arising from such use.
Ownership; License.
1. Ownership. With respect to the Products obtained by Customer pursuant to these Terms of Sale, the tangible Product hardware only is sold to Customer and not any underlying intellectual property rights. Further, all Software is licensed, not sold, to Customer. Notwithstanding anything expressed or implied in these Terms of Sale, any and all references in these Terms of Sale to the “sale” or “purchase” of a Product means the sale of the hardware only, and the licensing of the applicable Software, all under the terms of these Terms. Customer agrees that Tenstorrent and its licensors retain all right, title and interest in and to the intellectual property rights related to the design, manufacture, operation or service of the Products. Tenstorrent’s patents can be found on its webpage at https://tenstorrent.com/patents.
2. Software License.
  1. In the absence of any separate software license agreement entered into by Tenstorrent and You, Tenstorrent grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to: (i) load data into, display, view, and extract output from the Software; (ii) operate the Software solely in conjunction with the applicable Product for which it was provided; and (iii) distribute the Software solely as integrated with and as part of such Product (the "Software License"). The Software License is limited to Customer's internal business purposes and does not permit Customer to use the Software on a standalone basis, independently of the applicable Product. For purposes of these Terms, “Software” means Tenstorrent’s proprietary software which is incorporated into the products or otherwise provided with the Product hardware.
  2. Customer acknowledges that certain portions of the Software are provided under open source software licenses ("Open Source Components"). The source code and applicable license notices for such Open Source Components are available at https://github.com/tenstorrent. By purchasing the applicable Product, Customer acknowledges receipt of, and access to, such license notices. Nothing in these Terms of Sale limits, restricts, or supersedes any rights granted to Customer under any applicable open source license with respect to the Open Source Components; to the extent of any conflict between these Terms of Sale and any applicable open source license, the open source license shall prevail solely with respect to the Open Source Components governed thereby.
3. Third-Party Products and Terms. The Products may contain, include, or be bundled with software, code, components, or services provided by third parties, including open-source software ("Third-Party Products"). Customer acknowledges and agrees that the use of any Third-Party Products is subject to the separate licensing terms, conditions, and restrictions established by the respective third-party providers ("Third-Party Terms"). By purchasing and using the Products, Customer agrees to comply with all applicable Third-Party Terms. Customer further acknowledges that Tenstorrent shall have no responsibility or liability for any Third-Party Products, including any Third-Party Products provided with, incorporated into, or used in connection with the Products or Software, or otherwise obtained by Customer from any third party.
WARRANTIES.
1. Limited Product Warranty.
  1. Limited Product Warranty. Tenstorrent warrants that the Products supplied under these Terms of Sale will be free from defects in materials and workmanship for a period as set forth at the following URL: https://tenstorrent.com/terms/limited-warranty (the “Warranty Period”), which period shall commence on the date the Products are delivered to the Shipping Destination specified by You when purchasing the Products on the Site.
  2. Exclusions. This warranty does not apply to: (i) normal wear and tear; (ii) damage caused by misuse, neglect, or accident (iii) improper installation, maintenance, calibration, or handling; (iv) dissatisfaction with performance where the Product otherwise conforms to its specifications; (v) interoperability or incorporation issues arising from combination with non-Tenstorrent products, systems, or services; (vi) use of any software not provided or approved by Tenstorrent, or failure to use the most recent version made available by Tenstorrent (including via its public GitHub); or (vii) failure to apply specification updates, errata, modifications, or corrections published by Tenstorrent (including updates made available via Tenstorrent’s Site or Discord channel).
  3. Procedures. For any Product determined by Tenstorrent to be non-conforming during the Warranty Period, Tenstorrent will, at its sole option and expense and within a reasonable time after receipt of the defective Product, repair the Product, replace the Product with one of equal or better functional performance, or refund or credit the purchase price paid for the Product. Tenstorrent’s obligations under this warranty are conditioned upon (i) Customer providing written notice of the defect within the Warranty Period in accordance with Section 8 (Administrative Procedure for Returns), (ii) the return of the affected Product within thirty (30) days of Tenstorrent’s written request, and (iii) Tenstorrent’s determination that the Product is defective and covered by this warranty. Any repaired or replacement Product shall carry the greater of the remaining unexpired portion of the original Warranty Period or ninety (90) days from the date of replacement or repair.
  4. No Fault Found Fee. Returned Products that are not defective, that are not subject to limited warranty coverage as described in the applicable Limited Product Warranty set forth at the following URL: https://tenstorrent.com/terms/limited-warranty, or that contain missing or damaged parts, will be returned to Customer at Customer's sole expense, without credit, repair, or replacement.In addition to Customer paying for the expenses for Tenstorrent to return the Product to Customer, Tenstorrent reserves its rights to charge a reasonable fee of up to five hundred dollars ($500 USD) for each Product that is not found to be defective before Tenstorrent will return the Product.
2. Software. Except as may be expressly provided in a separate written agreement or license accompanying the Software, Tenstorrent provides all Software “as is” without any warranties of any kind, whether express, implied, statutory, or otherwise. Tenstorrent specifically disclaims all implied warranties, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
DISCLAIMER. THE PRODUCTS ARE SUBJECT TO THE RETURN POLICY DESCRIBED IN SECTION 8 (ADMINISTRATIVE PROCEDURE FOR RETURNS) BELOW. EXCEPT FOR THE LIMITEDWARRANTY SET FORTH IN SECTION 6 (WARRANTIES) ABOVE, THE PRODUCTS AND ALL SERVICES PERFORMED BY TENSTORRENT HEREUNDER ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TENSTORRENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING.TENSTORRENT DOES NOT WARRANT THAT THE PRODUCTS FURNISHED TO YOU HEREUNDER WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE PRODUCTS, INCLUDING ANY MAINTENANCE OR MAJOR RELEASES THERETO WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.
ADMINISTRATIVE PROCEDURE FOR RETURNS.
1. Request for RMA. Except for: (a) returns of Products that fail to conform to the Product Warranty during the applicable Warranty Period as set forth Section 6.1 (Limited Product Warranty); (b) returns initiated within fourteen (14) days of receiving the Product, in accordance with Section 2.5 (Returns); or (c) any other return expressly agreed to in writing by Tenstorrent (collectively, "Permitted Returns"), Customer may not return any Product for any reason without Tenstorrent's prior written consent. All returns are subject to Customer's receipt of a valid return material authorization issued by Tenstorrent in accordance with this Section 8 (Administrative Procedure for Returns) (“RMA”). To request an RMA for a Permitted Return, Customer must notify Tenstorrent by emailing support@tenstorrent.com, describing in reasonable detail the Products that are the subject of the return request, including quantities, purchase dates, and the reason for return.
2. RMA Authorization. Tenstorrent reserves the right, in its sole discretion, to approve or reject any RMA request for Permitted Returns; provided, however, that Tenstorrent will not unreasonably withhold or delay the issuance of an RMA. Without limiting the foregoing, Tenstorrent retains the right to review all line items prior to any return and to approve or deny any items requested for return by Customer. Tenstorrent may establish and publish reasonable requirements, consistent with these Terms of Sale, governing the approval of return line items and the handling, packaging, and shipment of Permitted Returns in order to protect the quality of the Products and minimize the administrative expenses to both Customer and Tenstorrent associated with returns.
INDEMNIFICATION.
1. By Tenstorrent. Tenstorrent shall defend, indemnify, and hold harmless Customer from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any action against Customer brought by a third party to the extent that the action is based upon a claim that the Products infringe any U.S. patent. Notwithstanding the foregoing, Tenstorrent will have no obligation under this section or otherwise with respect to any infringement claim based upon: (a) any use of the Products not in accordance with these Terms of Sale, (b) any use of the Products in combination with other products, equipment, software, or data not supplied by Tenstorrent or (c) any modification of the Products by any person other than Tenstorrent or authorized representative (“Customer Indemnity Obligation”).
2. By Customer. Customer shall defend, indemnify, and hold harmless Tenstorrent, its Affiliates (as defined herein), and their respective officers, directors, employees, and successors from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) any Customer Indemnity Obligation; and (b) any violation by Customer of applicable Trade Controls, or (c) a breach of Section 11 (Trade Compliance). “Affiliates” means any entity that, directly or indirectly, controls, is controlled by or is under common control with a Party. For purposes of this definition, "control" means the ownership, directly or indirectly, of a majority of the voting securities or other ownership interests of such entity, or the ability to direct the affairs, or control the composition of the board of directors or equivalent body, of such entity.
3. Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified Party: (a) notifying the indemnifying Party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying Party with the understanding that the indemnifying Party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified Party, without consent.
4. Infringement. If the Products becomes, or in Tenstorrent’s opinion are likely to become, the subject of an infringement claim, Tenstorrent may, at its option and expense, either (a) procure for Customer the right to continue using the Products, (b) replace or modify the Products so that it becomes non-infringing, or (c) accept return of the Products and refund amounts paid by Customer for the Products, less a reasonable allowance for the period of time Customer used the Products.
5. Remedy. THIS SECTION STATES TENSTORRENT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND WHETHER ANY DAMAGES ARE BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TENSTORRENT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL TENSTORRENT BE LIABLE FOR: (a) DAMAGES RELATING TO CUSTOMER’S PROCUREMENT OF SUBSTITUTE PRODUCT OR SERVICES; (b) LOSS OF USE; (c) DAMAGE TO ANY ASSOCIATE SYSTEMS OR EQUIPMENT; (d) LOSS OF DATA; (e) LOST PROFITS; OR (f) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. IN NO EVENT WILL TENSTORRENT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO TENSTORRENT FOR THE PRODUCTS. NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST TENSTORRENT UNDER THESE TERMS MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE RELATED CAUSE OF ACTION. TENSTORRENT DOES NOT ASSUME, NOR DOES TENSTORRENT AUTHORIZE ANY OTHER PERSON TO ASSUME FOR TENSTORRENT, ANY OTHER LIABILITIES. CUSTOMER AND TENSTORRENT ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION HEREIN. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TENSTORRENT AND YOU.
TRADE COMPLIANCE. Customer shall comply with all applicable export control laws and regulations with respect to the purchase of the Products, including the laws and regulations of the U.S., Canada, and other applicable jurisdictions (“Trade Controls”). Customer shall not sell, export, re-export, transfer, divert, or otherwise dispose of any Tenstorrent Product or related technology, directly or indirectly, to any country, entity, or person prohibited under applicable Trade Controls, nor take any action that would cause Tenstorrent or its Affiliates to violate such laws. Customer shall implement compliance measures reasonably designed to ensure adherence to applicable Trade Controls. Upon request, Customer shall execute and/or provide any Trade Controls related documentation or information needed for Tenstorrent to comply with (or demonstrate compliance with), or respond to enquiries from any governmental authority in relation to, Trade Controls, required in order to comply with applicable export control laws, as determined in Tenstorrent's sole discretion.
FEEDBACK. Customer may, from time to time, provide suggestions, comments, or other feedback regarding the Products (“Feedback”). Customer acknowledges that providing Feedback is entirely voluntary and that Tenstorrent has no obligation to treat such Feedback as confidential. Tenstorrent may use, incorporate, or otherwise exploit any Feedback for any purpose, including improving or developing its products and services, without obligation, restriction, or compensation of any kind.
ASSIGNMENT. Neither Tenstorrent nor Customer may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either Tenstorrent or Customer may assign or transfer these Terms of Sale in its entirety, without the consent of the other party, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. These Terms of Sale will bind and inure to the benefit of the Customer and Tenstorrent, their respective successors, and permitted assigns.
RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed that the relationship between Tenstorrent and Customer under these Terms of Sale is solely that of seller and buyer. Customer is an independent contractor and is in no way Tenstorrent’s legal representative or agent. Customer has no authority to assume or create any obligation on behalf of Tenstorrent, express or implied, with respect to Products or otherwise. Nothing contained in these Terms of Sale shall be construed as a limitation or restriction upon Tenstorrent in the sale or other disposition of any Product to any person, firm or corporation or in any territory or country.
DISPUTE RESOLUTION.
1. Agreement to Arbitrate. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires certain Customers to arbitrate disputes with Tenstorrent and limits the manner in which you can seek relief from Tenstorrent. Except as otherwise set forth herein, you agree that any dispute, claim, or request for relief relating in any way to these Terms of Sale or the purchase of Products will be resolved by binding arbitration, rather than in court. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to 2600 Great America Way, #501, Santa Clara CA 95054, Attn: Legal Department. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration will be conducted by Judicial Mediation and Arbitration Services ("JAMS") or an established alternative dispute resolution providers, and will take place in Santa Clara County, California, unless Customer requests an in-person hearing in Customer's hometown or Tenstorrent agrees otherwise. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitrator shall have exclusive authority to decide all issues, including jurisdictional and arbitrability issues, as well as the formation, existence, validity, interpretation, and scope of this arbitration provision.
2. Waivers and Exceptions Customer agrees that, by entering into this Arbitration Agreement, Customer and Tenstorrent are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. All claims must be brought in Customer’s individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless Tenstorrent agrees otherwise, the arbitrator may not consolidate more than one person’s claims. Notwithstanding the foregoing requirements to arbitrate: (a) either party may assert claims or seek relief in small claims court if such claims qualify; and (b) nothing in these Terms of Sale will prevent a party from seeking injunctive or other equitable relief from the courts in any jurisdiction to prevent the actual or threatened violation of that party's intellectual property rights or other proprietary rights. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought in accordance with Section 15.6 (Venue). All other disputes, claims, or requests for relief shall be arbitrated.
3. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: notice@tenstorrent.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Tenstorrent username (if any), the email address you used to set up your Tenstorrent account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
4. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Tenstorrent
5. Governing Law. These Terms of Sale shall be governed by the laws of the State of California, USA and the laws therein, excluding any choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing such Convention, shall not apply to these Terms of Sale.
6. Venue. To the extent any claims or disputes are permitted to proceed in a court of general jurisdiction rather than in arbitration, and except as otherwise specified herein, Customer consents to the exclusive jurisdiction of courts within the State of California, specifically the state or federal courts located in Santa Clara County, California.
FORCE MAJEURE. Except for obligations to make payments, neither Tenstorrent nor Customer shall be liable to the other for the duration of any failure, delay or breach of its obligations under these Terms of Sale when such failure, delay or breach is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, criminal or terrorist act, governmental interference, embargo, strike, labor handling, shortage of labor, fuel, power, materials or supplies, or any other cause or causes beyond a party’s reasonable control.
MODIFICATION TO TERMS. Tenstorrent reserves the right to modify, update, or revise these Terms of Sale at any time in its sole discretion. Any such modifications will be effective immediately upon posting the updated Terms of Sale on the Site, or by otherwise providing written notice to Customer. The version of the Terms of Sale in effect on the Effective Date of your purchase will govern the Products purchased.
NOTICES. Except as expressly provided otherwise in these Terms of Sale, notices given under these Terms of Sale must be in writing and personally delivered by hand, sent via an internationally-recognized courier service, mailed by first-class certified mail (return receipt requested), or sent via email to the address for Tenstorrent, as set forth below, and to the Customer, as set forth in the information provided when a purchase is placed on the Site.

Notices to Tenstorrent shall be sent to: Tenstorrent USA, Inc., Attn: Legal Department, 2600 Great America Way #501, Santa Clara, CA 95054 USA with a copy to: notice@tenstorrent.com.

Notices will be deemed to have been given: (a) if personally delivered by hand, when delivered (with written confirmation of delivery); (b) if sent via an internationally-recognized courier service or by first-class certified mail (return receipt requested), when delivered (as shown in the records of the courier or postal service, as applicable); or (c) if sent via email, on the date such email is transmitted, provided that any notice sent by email after 5:00 p.m. local time for the recipient will be deemed received on the next business day.
CONFLICTING TERMS. These Terms of Sale will apply to each Binding Order. In the event that any terms or conditions of sale contained in any communication between Customer and Tenstorrent contradict or are inconsistent with anything contained in these Terms of Sale, these Terms of Sale shall prevail.
Jurisdiction-Specific Provisions. For Products purchased within the European Economic Area (EEA) or the United Kingdom, the localized terms set forth below (the "Local Terms") are incorporated herein. Where the Local Terms conflict with these Terms of Sale, the Local Terms shall supersede and govern
1. FOR CUSTOMERS LOCATED IN THE UK OR EEA, EACH PARTY IRREVOCABLY AGREES THAT THE COURTS OF ENGLAND AND WALES SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS.
2. A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
3. Notwithstanding anything to the contrary in Section 10 (Limitation of Liability), Tenstorrent is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
4. You may exercise your statutory right of withdrawal from your purchase of a Product within fourteen (14) days from the date of delivery without giving any reason in accordance with Section 2.5 (Returns) and 8 (Administrative Procedures for Return).
5. Nothing in these Terms of Sale will exclude or limit Tenstorrent's liability for death or personal injury caused by Tenstorrent's negligence or willful misconduct, any damages caused by Tenstorrent's fraud, willful misconduct, or gross negligence, any liability which cannot be excluded or limited under product liability laws, or any other liability that cannot be excluded or limited under applicable law.
ENTIRE AGREEMENT. These Terms of Sale constitute the entire understanding and agreement between Tenstorrent and Customer with respect to the transactions contemplated in these Terms of Sale and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of these Terms of Sale, all of which are merged in these Terms of Sale. Notwithstanding any purchase order accepted by Tenstorrent, any purchase order terms which purport to amend or modify these Terms of Sale are void and shall have no legal effect notwithstanding the fact the purchase order terms being later in time or Tenstorrent issuing an invoice to Customer after receiving such purchase order from Customer. Where Customer purchases the Products directly from Tenstorrent, not providing a purchase order does not relieve Customer from the responsibility to make timely payments as set forth in these Terms of Sale.
MISCELLANEOUS. In the event that any provision of these Terms of Sale is found invalid or unenforceable pursuant to judicial decree, the remainder of these Terms of Sale shall remain valid and enforceable according to its terms. A document signed and transmitted by electronic means shall have the same binding effect as an original signature. Tenstorrent may include Customer’s name in a list of Tenstorrent’s customers, whether online or in promotional materials. Any failure by either party to enforce any of the provisions hereof, or to exercise any right provided herein, shall in no way be construed as a waiver of such provision or right, nor in any way affect the validity of these Terms of Sale or the right of either party to enforce any part of these Terms of Sale at any other time. These Terms of Sale do not confer a benefit on, and are not enforceable by, any person or entity who is not a party to these Terms of Sale. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN WILL REMAIN IN EFFECT.

PRIVACY. By placing an order or purchasing any Products, you acknowledge and consent to the processing of your data in accordance with the Tenstorrent Privacy Policy at tenstorrent.com/privacy-policy. You are responsible for reviewing the Privacy Policy before completing your purchase.
ORDERING PRODUCTS.
1. Purchasing Products. When you place an order on the Site, you are making a legally binding offer to purchase the selected Product under these Terms of Sale. Tenstorrent may refuse or limit any orders, extend delivery timelines, or decline to ship a Product for any reason and will not be liable if a Product is unavailable or if shipment is delayed. We may send an acknowledgment of receipt of your order through the Site or to your email address after your payment has been processed. Tenstorrent’s confirmation of receipt of your order does not constitute Tenstorrent’s acceptance of your order. Your offer is accepted only when Tenstorrent has received approval from your chosen payment method and has shipped your Product or otherwise made it available to you. Unless otherwise specified at the time of purchase, you must pay for Products when you place the order.
2. Product Description and Availability. Tenstorrent takes reasonable measures to ensure accurate Product descriptions on the Site. However, Tenstorrent cannot guarantee that all information is error-free at all times and reserves the right to correct errors or update Product information at any time without notice. Any offer for a Product is void where prohibited by law. Tenstorrent reserves the right to change prices and availability of Products at any time. Quantities may be limited. Tenstorrent may discontinue any Product at any time.
3. Geographic Restrictions. The Products may only be purchased, exported, re-exported, or transferred to destinations permitted (the “Permitted Territory”) under applicable export control and trade compliance laws and regulations (“Trade Controls”). By purchasing the Products, you represent and warrant that: (a) you will comply with all applicable laws and regulations (including export control and sanctions laws) in connection with your purchase, use, export, and transfer of the Products; and (b) you are purchasing the Products for your own internal personal or business use and not for resale, export, or re-export except as permitted by applicable law and these Terms of Sale. You must not use any software or networking techniques, including any virtual private network (VPN) or similar technology, to misrepresent your location, circumvent geographic restrictions, or conceal your identity or intended destination or end use of the Products. Tenstorrent reserves the right, in its sole discretion, to restrict or refuse orders, limit shipments, or block access to the Products from any jurisdiction, IP address, device, or user, or where Tenstorrent reasonably believes a transaction may violate applicable laws, Trade Controls or these Terms of Sale. Upon request, you shall execute and/or provide any export and trade related documentation or information needed for Tenstorrent to comply with (or demonstrate compliance with), or respond to enquiries from any governmental authority in relation to, Trade Controls, including, but not limited to, statements of assurance and end user certificates.
4. Shipping. All shipping times shown on the Site are estimates only. Actual delivery dates may vary.
5. Returns. You may return a Product purchased directly on the Site within fourteen (14) days of receiving it. To receive a full refund, you must return the Product in its original condition with all accessories and documentation, in accordance with Section 8 (Administrative Procedure for Return). Any Products purchased through any other channel cannot be returned or exchanged directly through Tenstorrent’s online store.
6. Transfer of Title and Risk of Loss. Title to and risk of loss and damage of the Products pass from Tenstorrent to you when you acquire physical possession of the Product. Tenstorrent may choose the procedures, packaging, and common carrier for sold Products. Your order may be shipped in multiple boxes or shipments.
7. Damaged or Incomplete Shipment. If you receive a damaged or incomplete shipment, you shall notify Customer Support at support@tenstorrent.com in accordance with Section 8 (Administrative Procedure for Returns). Any refunds or replacements are made solely in Tenstorrent’s discretion, subject to applicable law and Section 2.5 (Returns) and Section 6.1 (Limited Product Warranty).
PAYMENT
1. Transaction Authorization. You agree to pay us for all Products in accordance with the prices and billing and payment terms in effect at the time the order is made. To submit an order for a Product, you must provide valid payment information, such as a credit card (Visa, MasterCard or any other issuer accepted by us) or other accepted third-party payment method. When you make a purchase, you expressly authorize Tenstorrent (or its third-party payment processors) to charge you for such transaction. By providing payment information, you authorize Tenstorrent to charge your selected payment method for all fees and charges due. Tenstorrent uses third-party e-commerce and payment processing providers, including Shopify and its affiliated payment services (e.g., Shopify Payments), to process transactions. By purchasing any Products, you agree to be bound by the applicable terms of service and privacy policies of such third-party providers. All payments are non-refundable and non-transferable except as expressly provided in these Terms of Sale or as required by applicable law.
2. Cancellation. Except as expressly provided in these Terms of Sale or required by applicable law, all orders are non-cancelable once submitted. Tenstorrent may grant or deny cancellation requests in its sole discretion. Tenstorrent may also cancel your order or prevent future purchases for any reason, including: (a) breach of any applicable law or regulation; (b) breach of these Terms of Sale; (c) a declined payment method; (d) suspected fraudulent or improper activity; or (e) any other circumstances Tenstorrent deems appropriate.
3. Taxes, Tariffs & Fees. Stated prices may not include customs duties, tariffs, sales, use, value-added, excise, federal, state, local, or other taxes (collectively, "Taxes"). You are solely responsible for the payment of all such Taxes related to your purchase. Applicable Taxes may be added at the time of purchase. You agree to indemnify Tenstorrent for any claim for taxes, customs duties, or other government fees and tariffs that may be levied on Tenstorrent in connection with these Terms of Sale.
4. Promotional Codes. Tenstorrent may offer promotional codes for discounts from time to time. Promotional codes are non-transferable and not redeemable for cash or credit toward previous purchases. The code must be applied at checkout and cannot be retroactively applied. Promotional codes cannot be combined with other offers and are void where prohibited. Tenstorrent may terminate or modify any promotional program at any time in its sole discretion.
RESTRICTIONS. The Products are not for use in life-support systems, human implantation, nuclear facilities, or any other application where product failure could lead to loss of life or property damage. If you use Products for any such applications, you acknowledge that: (a) any such use is at your sole risk; (b) Tenstorrent and its suppliers are not liable for any claim or damage arising from such use; and (c) you shall indemnify, defend, and hold Tenstorrent harmless from any claims, damages, or losses arising from such use.
Ownership; License.
1. Ownership. With respect to the Products obtained by Customer pursuant to these Terms of Sale, the tangible Product hardware only is sold to Customer and not any underlying intellectual property rights. Further, all Software is licensed, not sold, to Customer. Notwithstanding anything expressed or implied in these Terms of Sale, any and all references in these Terms of Sale to the “sale” or “purchase” of a Product means the sale of the hardware only, and the licensing of the applicable Software, all under the terms of these Terms. Customer agrees that Tenstorrent and its licensors retain all right, title and interest in and to the intellectual property rights related to the design, manufacture, operation or service of the Products. Tenstorrent’s patents can be found on its webpage at https://tenstorrent.com/patents.
2. Software License.
  1. In the absence of any separate software license agreement entered into by Tenstorrent and You, Tenstorrent grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to: (i) load data into, display, view, and extract output from the Software; (ii) operate the Software solely in conjunction with the applicable Product for which it was provided; and (iii) distribute the Software solely as integrated with and as part of such Product (the "Software License"). The Software License is limited to Customer's internal business purposes and does not permit Customer to use the Software on a standalone basis, independently of the applicable Product. For purposes of these Terms, “Software” means Tenstorrent’s proprietary software which is incorporated into the products or otherwise provided with the Product hardware.
  2. Customer acknowledges that certain portions of the Software are provided under open source software licenses ("Open Source Components"). The source code and applicable license notices for such Open Source Components are available at https://github.com/tenstorrent. By purchasing the applicable Product, Customer acknowledges receipt of, and access to, such license notices. Nothing in these Terms of Sale limits, restricts, or supersedes any rights granted to Customer under any applicable open source license with respect to the Open Source Components; to the extent of any conflict between these Terms of Sale and any applicable open source license, the open source license shall prevail solely with respect to the Open Source Components governed thereby.
3. Third-Party Products and Terms. The Products may contain, include, or be bundled with software, code, components, or services provided by third parties, including open-source software ("Third-Party Products"). Customer acknowledges and agrees that the use of any Third-Party Products is subject to the separate licensing terms, conditions, and restrictions established by the respective third-party providers ("Third-Party Terms"). By purchasing and using the Products, Customer agrees to comply with all applicable Third-Party Terms. Customer further acknowledges that Tenstorrent shall have no responsibility or liability for any Third-Party Products, including any Third-Party Products provided with, incorporated into, or used in connection with the Products or Software, or otherwise obtained by Customer from any third party.
WARRANTIES.
1. Limited Product Warranty.
  1. Limited Product Warranty. Tenstorrent warrants that the Products supplied under these Terms of Sale will be free from defects in materials and workmanship for a period as set forth at the following URL: https://tenstorrent.com/terms/limited-warranty (the “Warranty Period”), which period shall commence on the date the Products are delivered to the Shipping Destination specified by You when purchasing the Products on the Site.
  2. Exclusions. This warranty does not apply to: (i) normal wear and tear; (ii) damage caused by misuse, neglect, or accident (iii) improper installation, maintenance, calibration, or handling; (iv) dissatisfaction with performance where the Product otherwise conforms to its specifications; (v) interoperability or incorporation issues arising from combination with non-Tenstorrent products, systems, or services; (vi) use of any software not provided or approved by Tenstorrent, or failure to use the most recent version made available by Tenstorrent (including via its public GitHub); or (vii) failure to apply specification updates, errata, modifications, or corrections published by Tenstorrent (including updates made available via Tenstorrent’s Site or Discord channel).
  3. Procedures. For any Product determined by Tenstorrent to be non-conforming during the Warranty Period, Tenstorrent will, at its sole option and expense and within a reasonable time after receipt of the defective Product, repair the Product, replace the Product with one of equal or better functional performance, or refund or credit the purchase price paid for the Product. Tenstorrent’s obligations under this warranty are conditioned upon (i) Customer providing written notice of the defect within the Warranty Period in accordance with Section 8 (Administrative Procedure for Returns), (ii) the return of the affected Product within thirty (30) days of Tenstorrent’s written request, and (iii) Tenstorrent’s determination that the Product is defective and covered by this warranty. Any repaired or replacement Product shall carry the greater of the remaining unexpired portion of the original Warranty Period or ninety (90) days from the date of replacement or repair.
  4. No Fault Found Fee. Returned Products that are not defective, that are not subject to limited warranty coverage as described in the applicable Limited Product Warranty set forth at the following URL: https://tenstorrent.com/terms/limited-warranty, or that contain missing or damaged parts, will be returned to Customer at Customer's sole expense, without credit, repair, or replacement.In addition to Customer paying for the expenses for Tenstorrent to return the Product to Customer, Tenstorrent reserves its rights to charge a reasonable fee of up to five hundred dollars ($500 USD) for each Product that is not found to be defective before Tenstorrent will return the Product.
2. Software. Except as may be expressly provided in a separate written agreement or license accompanying the Software, Tenstorrent provides all Software “as is” without any warranties of any kind, whether express, implied, statutory, or otherwise. Tenstorrent specifically disclaims all implied warranties, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
DISCLAIMER. THE PRODUCTS ARE SUBJECT TO THE RETURN POLICY DESCRIBED IN SECTION 8 (ADMINISTRATIVE PROCEDURE FOR RETURNS) BELOW. EXCEPT FOR THE LIMITEDWARRANTY SET FORTH IN SECTION 6 (WARRANTIES) ABOVE, THE PRODUCTS AND ALL SERVICES PERFORMED BY TENSTORRENT HEREUNDER ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TENSTORRENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING.TENSTORRENT DOES NOT WARRANT THAT THE PRODUCTS FURNISHED TO YOU HEREUNDER WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE PRODUCTS, INCLUDING ANY MAINTENANCE OR MAJOR RELEASES THERETO WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.
ADMINISTRATIVE PROCEDURE FOR RETURNS.
1. Request for RMA. Except for: (a) returns of Products that fail to conform to the Product Warranty during the applicable Warranty Period as set forth Section 6.1 (Limited Product Warranty); (b) returns initiated within fourteen (14) days of receiving the Product, in accordance with Section 2.5 (Returns); or (c) any other return expressly agreed to in writing by Tenstorrent (collectively, "Permitted Returns"), Customer may not return any Product for any reason without Tenstorrent's prior written consent. All returns are subject to Customer's receipt of a valid return material authorization issued by Tenstorrent in accordance with this Section 8 (Administrative Procedure for Returns) (“RMA”). To request an RMA for a Permitted Return, Customer must notify Tenstorrent by emailing support@tenstorrent.com, describing in reasonable detail the Products that are the subject of the return request, including quantities, purchase dates, and the reason for return.
2. RMA Authorization. Tenstorrent reserves the right, in its sole discretion, to approve or reject any RMA request for Permitted Returns; provided, however, that Tenstorrent will not unreasonably withhold or delay the issuance of an RMA. Without limiting the foregoing, Tenstorrent retains the right to review all line items prior to any return and to approve or deny any items requested for return by Customer. Tenstorrent may establish and publish reasonable requirements, consistent with these Terms of Sale, governing the approval of return line items and the handling, packaging, and shipment of Permitted Returns in order to protect the quality of the Products and minimize the administrative expenses to both Customer and Tenstorrent associated with returns.
INDEMNIFICATION.
1. By Tenstorrent. Tenstorrent shall defend, indemnify, and hold harmless Customer from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any action against Customer brought by a third party to the extent that the action is based upon a claim that the Products infringe any U.S. patent. Notwithstanding the foregoing, Tenstorrent will have no obligation under this section or otherwise with respect to any infringement claim based upon: (a) any use of the Products not in accordance with these Terms of Sale, (b) any use of the Products in combination with other products, equipment, software, or data not supplied by Tenstorrent or (c) any modification of the Products by any person other than Tenstorrent or authorized representative (“Customer Indemnity Obligation”).
2. By Customer. Customer shall defend, indemnify, and hold harmless Tenstorrent, its Affiliates (as defined herein), and their respective officers, directors, employees, and successors from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) any Customer Indemnity Obligation; and (b) any violation by Customer of applicable Trade Controls, or (c) a breach of Section 11 (Trade Compliance). “Affiliates” means any entity that, directly or indirectly, controls, is controlled by or is under common control with a Party. For purposes of this definition, "control" means the ownership, directly or indirectly, of a majority of the voting securities or other ownership interests of such entity, or the ability to direct the affairs, or control the composition of the board of directors or equivalent body, of such entity.
3. Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified Party: (a) notifying the indemnifying Party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying Party with the understanding that the indemnifying Party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified Party, without consent.
4. Infringement. If the Products becomes, or in Tenstorrent’s opinion are likely to become, the subject of an infringement claim, Tenstorrent may, at its option and expense, either (a) procure for Customer the right to continue using the Products, (b) replace or modify the Products so that it becomes non-infringing, or (c) accept return of the Products and refund amounts paid by Customer for the Products, less a reasonable allowance for the period of time Customer used the Products.
5. Remedy. THIS SECTION STATES TENSTORRENT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND WHETHER ANY DAMAGES ARE BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TENSTORRENT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL TENSTORRENT BE LIABLE FOR: (a) DAMAGES RELATING TO CUSTOMER’S PROCUREMENT OF SUBSTITUTE PRODUCT OR SERVICES; (b) LOSS OF USE; (c) DAMAGE TO ANY ASSOCIATE SYSTEMS OR EQUIPMENT; (d) LOSS OF DATA; (e) LOST PROFITS; OR (f) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. IN NO EVENT WILL TENSTORRENT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO TENSTORRENT FOR THE PRODUCTS. NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST TENSTORRENT UNDER THESE TERMS MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE RELATED CAUSE OF ACTION. TENSTORRENT DOES NOT ASSUME, NOR DOES TENSTORRENT AUTHORIZE ANY OTHER PERSON TO ASSUME FOR TENSTORRENT, ANY OTHER LIABILITIES. CUSTOMER AND TENSTORRENT ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION HEREIN. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TENSTORRENT AND YOU.
TRADE COMPLIANCE. Customer shall comply with all applicable export control laws and regulations with respect to the purchase of the Products, including the laws and regulations of the U.S., Canada, and other applicable jurisdictions (“Trade Controls”). Customer shall not sell, export, re-export, transfer, divert, or otherwise dispose of any Tenstorrent Product or related technology, directly or indirectly, to any country, entity, or person prohibited under applicable Trade Controls, nor take any action that would cause Tenstorrent or its Affiliates to violate such laws. Customer shall implement compliance measures reasonably designed to ensure adherence to applicable Trade Controls. Upon request, Customer shall execute and/or provide any Trade Controls related documentation or information needed for Tenstorrent to comply with (or demonstrate compliance with), or respond to enquiries from any governmental authority in relation to, Trade Controls, required in order to comply with applicable export control laws, as determined in Tenstorrent's sole discretion.
FEEDBACK. Customer may, from time to time, provide suggestions, comments, or other feedback regarding the Products (“Feedback”). Customer acknowledges that providing Feedback is entirely voluntary and that Tenstorrent has no obligation to treat such Feedback as confidential. Tenstorrent may use, incorporate, or otherwise exploit any Feedback for any purpose, including improving or developing its products and services, without obligation, restriction, or compensation of any kind.
ASSIGNMENT. Neither Tenstorrent nor Customer may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either Tenstorrent or Customer may assign or transfer these Terms of Sale in its entirety, without the consent of the other party, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. These Terms of Sale will bind and inure to the benefit of the Customer and Tenstorrent, their respective successors, and permitted assigns.
RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed that the relationship between Tenstorrent and Customer under these Terms of Sale is solely that of seller and buyer. Customer is an independent contractor and is in no way Tenstorrent’s legal representative or agent. Customer has no authority to assume or create any obligation on behalf of Tenstorrent, express or implied, with respect to Products or otherwise. Nothing contained in these Terms of Sale shall be construed as a limitation or restriction upon Tenstorrent in the sale or other disposition of any Product to any person, firm or corporation or in any territory or country.
DISPUTE RESOLUTION.
1. Agreement to Arbitrate. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires certain Customers to arbitrate disputes with Tenstorrent and limits the manner in which you can seek relief from Tenstorrent. Except as otherwise set forth herein, you agree that any dispute, claim, or request for relief relating in any way to these Terms of Sale or the purchase of Products will be resolved by binding arbitration, rather than in court. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to 2600 Great America Way, #501, Santa Clara CA 95054, Attn: Legal Department. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration will be conducted by Judicial Mediation and Arbitration Services ("JAMS") or an established alternative dispute resolution providers, and will take place in Santa Clara County, California, unless Customer requests an in-person hearing in Customer's hometown or Tenstorrent agrees otherwise. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitrator shall have exclusive authority to decide all issues, including jurisdictional and arbitrability issues, as well as the formation, existence, validity, interpretation, and scope of this arbitration provision.
2. Waivers and Exceptions Customer agrees that, by entering into this Arbitration Agreement, Customer and Tenstorrent are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. All claims must be brought in Customer’s individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless Tenstorrent agrees otherwise, the arbitrator may not consolidate more than one person’s claims. Notwithstanding the foregoing requirements to arbitrate: (a) either party may assert claims or seek relief in small claims court if such claims qualify; and (b) nothing in these Terms of Sale will prevent a party from seeking injunctive or other equitable relief from the courts in any jurisdiction to prevent the actual or threatened violation of that party's intellectual property rights or other proprietary rights. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought in accordance with Section 15.6 (Venue). All other disputes, claims, or requests for relief shall be arbitrated.
3. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: notice@tenstorrent.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Tenstorrent username (if any), the email address you used to set up your Tenstorrent account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
4. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Tenstorrent
5. Governing Law. These Terms of Sale shall be governed by the laws of the State of California, USA and the laws therein, excluding any choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing such Convention, shall not apply to these Terms of Sale.
6. Venue. To the extent any claims or disputes are permitted to proceed in a court of general jurisdiction rather than in arbitration, and except as otherwise specified herein, Customer consents to the exclusive jurisdiction of courts within the State of California, specifically the state or federal courts located in Santa Clara County, California.
FORCE MAJEURE. Except for obligations to make payments, neither Tenstorrent nor Customer shall be liable to the other for the duration of any failure, delay or breach of its obligations under these Terms of Sale when such failure, delay or breach is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, criminal or terrorist act, governmental interference, embargo, strike, labor handling, shortage of labor, fuel, power, materials or supplies, or any other cause or causes beyond a party’s reasonable control.
MODIFICATION TO TERMS. Tenstorrent reserves the right to modify, update, or revise these Terms of Sale at any time in its sole discretion. Any such modifications will be effective immediately upon posting the updated Terms of Sale on the Site, or by otherwise providing written notice to Customer. The version of the Terms of Sale in effect on the Effective Date of your purchase will govern the Products purchased.
NOTICES. Except as expressly provided otherwise in these Terms of Sale, notices given under these Terms of Sale must be in writing and personally delivered by hand, sent via an internationally-recognized courier service, mailed by first-class certified mail (return receipt requested), or sent via email to the address for Tenstorrent, as set forth below, and to the Customer, as set forth in the information provided when a purchase is placed on the Site.

Notices to Tenstorrent shall be sent to: Tenstorrent USA, Inc., Attn: Legal Department, 2600 Great America Way #501, Santa Clara, CA 95054 USA with a copy to: notice@tenstorrent.com.

Notices will be deemed to have been given: (a) if personally delivered by hand, when delivered (with written confirmation of delivery); (b) if sent via an internationally-recognized courier service or by first-class certified mail (return receipt requested), when delivered (as shown in the records of the courier or postal service, as applicable); or (c) if sent via email, on the date such email is transmitted, provided that any notice sent by email after 5:00 p.m. local time for the recipient will be deemed received on the next business day.
CONFLICTING TERMS. These Terms of Sale will apply to each Binding Order. In the event that any terms or conditions of sale contained in any communication between Customer and Tenstorrent contradict or are inconsistent with anything contained in these Terms of Sale, these Terms of Sale shall prevail.
Jurisdiction-Specific Provisions. For Products purchased within the European Economic Area (EEA) or the United Kingdom, the localized terms set forth below (the "Local Terms") are incorporated herein. Where the Local Terms conflict with these Terms of Sale, the Local Terms shall supersede and govern
1. FOR CUSTOMERS LOCATED IN THE UK OR EEA, EACH PARTY IRREVOCABLY AGREES THAT THE COURTS OF ENGLAND AND WALES SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS.
2. A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
3. Notwithstanding anything to the contrary in Section 10 (Limitation of Liability), Tenstorrent is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
4. You may exercise your statutory right of withdrawal from your purchase of a Product within fourteen (14) days from the date of delivery without giving any reason in accordance with Section 2.5 (Returns) and 8 (Administrative Procedures for Return).
5. Nothing in these Terms of Sale will exclude or limit Tenstorrent's liability for death or personal injury caused by Tenstorrent's negligence or willful misconduct, any damages caused by Tenstorrent's fraud, willful misconduct, or gross negligence, any liability which cannot be excluded or limited under product liability laws, or any other liability that cannot be excluded or limited under applicable law.
ENTIRE AGREEMENT. These Terms of Sale constitute the entire understanding and agreement between Tenstorrent and Customer with respect to the transactions contemplated in these Terms of Sale and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of these Terms of Sale, all of which are merged in these Terms of Sale. Notwithstanding any purchase order accepted by Tenstorrent, any purchase order terms which purport to amend or modify these Terms of Sale are void and shall have no legal effect notwithstanding the fact the purchase order terms being later in time or Tenstorrent issuing an invoice to Customer after receiving such purchase order from Customer. Where Customer purchases the Products directly from Tenstorrent, not providing a purchase order does not relieve Customer from the responsibility to make timely payments as set forth in these Terms of Sale.
MISCELLANEOUS. In the event that any provision of these Terms of Sale is found invalid or unenforceable pursuant to judicial decree, the remainder of these Terms of Sale shall remain valid and enforceable according to its terms. A document signed and transmitted by electronic means shall have the same binding effect as an original signature. Tenstorrent may include Customer’s name in a list of Tenstorrent’s customers, whether online or in promotional materials. Any failure by either party to enforce any of the provisions hereof, or to exercise any right provided herein, shall in no way be construed as a waiver of such provision or right, nor in any way affect the validity of these Terms of Sale or the right of either party to enforce any part of these Terms of Sale at any other time. These Terms of Sale do not confer a benefit on, and are not enforceable by, any person or entity who is not a party to these Terms of Sale. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN WILL REMAIN IN EFFECT.