Enterprise Product Terms of Sale

These Enterprise Product Terms of Sale (these "Terms") govern the purchase of Products by the entity identified as the purchaser on the applicable Ordering Document ("Purchaser") from the Tenstorrent entity identified on such Ordering Document ("Tenstorrent"). Tenstorrent and Purchaser may each be referred to herein as a “Party” or collectively as the “Parties”. These Terms, together with the applicable Ordering Document, constitute the entire agreement between the Parties with respect to the purchase of Products and supersede any prior or contemporaneous agreements, representations, or understandings relating to the same subject matter.

These Terms become effective and legally binding on the date on which Purchaser first: (a) executes or submits an Ordering Document that references these Terms; (b) clicks "agree," "accept," or a similar acceptance button in connection with a purchase of Products; or (c) otherwise takes any action indicating acceptance of these Terms (the earliest such date, the "Effective Date"). By taking any of the foregoing actions, Purchaser agrees to be bound by these Terms.

Tenstorrent and Purchaser agree as follows:

DEFINITIONS.
1. “Affiliate” 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. An entity will be deemed an Affiliate under these Terms only so long as such control exists.
2. “Ordering Document” means: (a) a written order between Tenstorrent and Purchaser) which references these Terms of Sale, (b) a quotation issued by Tenstorrent and signed by the Purchaser, c) an invoice issued by Tenstorrent, or d) any other document that references these Terms of Sale and is agreed to by Tenstorrent in writing. If and to the extent of any inconsistency between two or more Ordering Documents, the priority of the Ordering Documents will be interpreted in the order listed above. All Ordering Documents are governed by these Terms of Sale.
3. “Confidential Information" means information that a Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”) in connection with these Terms that the Party identifies in good faith as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information includes non-public information that a Party discloses in connection with these Terms relating to technology; know-how; prototypes; current and future Products and services; processes; customers; vendors; suppliers; employees; contractors; business plans and methods; research and development; promotional and marketing activities; finances; pricing; contracts and business arrangements; and other business affairs.
4. “Products” means semiconductor components, including hardware, Software, and technology, that may be offered for sale by Tenstorrent in the ordinary course of business.
5. “Software” means Tenstorrent’s proprietary software which is incorporated into the Products or otherwise provided with the Product hardware. Software does not include software that Tenstorrent makes available online, on its webpage, or via GitHub.
ORDERING PRODUCTS.
1. Orders. Subject to the terms and conditions of these Terms, Purchaser agrees to purchase from Tenstorrent, and Tenstorrent agrees to sell to Purchaser, the Products in the quantities and at the prices set forth in accordance with the Ordering Document. No order shall be binding upon Tenstorrent unless it constitutes an Ordering Document.
2. Fees, Invoicing, and Payment. Purchaser shall pay Tenstorrent all fees applicable under these Terms, including the prices for Products set forth in the applicable Ordering Document. Unless otherwise specified in the applicable Ordering Document, all fees shall be invoiced by Tenstorrent and paid by Purchaser within thirty (30) days from the date of invoice. If Purchaser does not pay an amount by the due date specified in the Ordering Document, Purchaser will owe the entire outstanding balance as soon as Purchaser receives written notice from Tenstorrent that payment is due. All payments are non-refundable and shall be made in United States Dollars. Purchaser may not offset any amounts Purchaser believes Tenstorrent owes against any payments that Purchaser makes to Tenstorrent under these Terms. Any overdue and unpaid amounts shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, until paid in full.
3. Taxes, Tariffs & Fees. Unless otherwise agreed in writing by Tenstorrent, all fees are exclusive of any national, state, or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees. Purchaser shall be responsible for and shall pay all such taxes, duties, and fees applicable to the Products or services provided under these Terms, except for taxes based on Tenstorrent’s net income. If Purchaser is exempt from any such taxes, Purchaser shall provide Tenstorrent with a valid exemption certificate. Purchaser agrees 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.
SHIPMENT AND DELIVERY.
1. Shipping. Unless otherwise agreed to in an Ordering Document, all sales between Tenstorrent and Purchaser shall be: (a) shipped to the ship-to address indicated in the Ordering Document (“Shipping Destination”); and (b) in accordance with Incoterms FCA. Ordering Documents will specify requested shipment dates. Except as otherwise agreed to in the Ordering Document, Purchaser will: (i) select the mode of shipment and the carrier; and (ii) be responsible for and pay all charges for shipping, freight, and any insurance requested by Purchaser. Purchaser shall accept all deliveries of Products, including partial deliveries, and may not cancel any Ordering Document solely due to delayed or partial delivery.
2. Product Availability. Delivery dates and Product quantity availability, as described in the Ordering Document (or as otherwise communicated to Purchaser), are estimates only. Tenstorrent will make reasonable efforts to deliver Products in accordance with the dates communicated to Purchaser; however, Tenstorrent is not liable for any failure to deliver where or when estimated. If, for whatever reason, Tenstorrent experiences Product shortages, Tenstorrent may hold or allocate Products among its customers as Tenstorrent considers appropriate. Tenstorrent may modify Product specifications and substitute Products at any time without prior notice to Purchaser, provided such Products substantially conform to the form, fit, and function of the original Products. Some Products may contain remanufactured parts that are equivalent to new in performance. Tenstorrent may cease production of any Product at any time without liability to Purchaser.
3. Delays in Shipment. Tenstorrent will use commercially reasonable efforts to ship Products to arrive by any requested delivery dates quoted or acknowledged in the Ordering Document. However, Tenstorrent will not be liable for any delay in shipment or delay in performance under these Terms due to unforeseen circumstances or due to causes beyond its control including but not limited to, acts of nature, acts of government, labor disputes, delays in transportation, and delays in delivery or inability to deliver by Tenstorrent’s suppliers.
4. Risk of Loss. All risk of loss of, or damage to, the Products will pass to Purchaser upon delivery by Tenstorrent to the carrier, per Incoterm FCA, unless the applicable Ordering Document specifies an alternative Incoterm, in which case the Incoterm set forth in the Ordering Document shall govern. In the absence of any specified Incoterm in the Ordering Document, Incoterm FCA shall apply as the default.
5. Acceptance. Purchaser shall have fourteen (14) days from delivery of the Products to the Shipping Destination (the “Acceptance Period”) to perform reasonable acceptance testing to confirm that the Products materially conform to the applicable Documentation. Purchaser shall notify Tenstorrent in writing within the Acceptance Period of any material non-conformance, specifying in reasonable detail the nature of such non-conformance. If Purchaser fails to provide such notice within the Acceptance Period, the Products shall be deemed accepted. In the event Purchaser provides timely notice of a material non-conformance, Tenstorrent shall use commercially reasonable efforts to repair or replace the non-conforming Products. Upon delivery of the repaired or replacement Products, Purchaser shall have an additional fourteen (14) day period to re-perform acceptance testing solely with respect to the identified non-conformance.
6. Title. Notwithstanding delivery and passing of risk, title to the Product hardware only (the Software being licensed, not sold, to Purchaser), exclusive of the rights retained by Tenstorrent under these Terms, will pass to Purchaser at time of payment to Tenstorrent. Until title in the Product hardware has passed, Purchaser shall be in possession of the Products in a fiduciary capacity. Tenstorrent reserves the right to repossess and resell any Products to which it has retained title, and Tenstorrent’s consent to Purchaser’s possession of the Products and any right Purchaser may have to possession of the Products shall in any event cease if any sum owed by Purchaser to Tenstorrent is not paid to Tenstorrent by the date when it is due or if Purchaser is otherwise in material breach of these Terms.
RESTRICTIONS. The Products are not for use in life support systems, human implantation, nuclear facilities, or any other application where the Product’s failure could lead to loss of life or property damage. If Purchaser uses the Products for use in such applications, Purchaser acknowledges that (a) any such use or non-compliance is at Purchaser’s sole risk, (b) Tenstorrent and its suppliers are not liable, in whole or in part, for any claim or damage arising from such use, and (c) Purchaser shall indemnify, defend and hold Tenstorrent, its licensors and suppliers harmless from any claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use. In addition, Purchaser acknowledges and agrees that Purchaser shall not, nor permit any third party to: (i) disclose the results of any benchmarking of the Products (whether or not obtained with Tenstorrent's assistance); and (ii) use the Products to develop or enhance any product that competes with a Tenstorrent product.
NO CANCELLATION.
1. Non-Cancellation. All orders are non-cancelable by the Purchaser. Once an order has been submitted, it cannot be modified, suspended, or canceled by the Purchaser, and all associated fees are non-refundable, except as expressly provided otherwise in the Section 10 (Administrative Procedure for Returns) section of these Terms.
2. Survival. Any obligations and duties which, by their nature, extend beyond the expiration or earlier termination of these Terms shall survive such expiration or termination, including Sections 1 (Definitions), 2.2 (Fees, Invoicing, and Payment), 2.3 (Taxes, Tariffs & Fees), 3.4 (Risk of Loss), 3.6 (Title), 4 (Restrictions). 5.2 (Survival), 6 (Confidential Information), 7 (Ownership; License); 8 (Warranties), 9 (Disclaimer), 10 (Administrative Procedure for Returns), 11 (Indemnification), and 12 (Limitation of Liability) through 23 (Miscellaneous).
Confidential Information.
1. Maintenance and Use. Receiving Party shall maintain Confidential Information in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature, but in no case less than reasonable care. Receiving Party shall not: (a) use or disclose Confidential Information other than as necessary to exercise its rights and fulfill its obligations under these Terms; or (b) modify, adapt, reverse engineer, decode, decompile or disassemble Confidential Information, or create any derivative work based upon Confidential Information, except as expressly permitted under these Terms.
2. Access. Receiving Party shall restrict access to and use of Confidential Information to its directors, officers, employees, contractors, agents and legal and financial advisers who: (a) have a legitimate need to know Confidential Information; (b) are informed of the confidential nature of Confidential Information; and (c) have undertaken obligations with respect to Confidential Information that are consistent with, and at least as restrictive as, those imposed by these Terms.
3. Exclusions. The duties of confidentiality imposed by this Section 6 (Confidential Information) do not apply to any information to the extent that it: (a) is known or becomes known to the public in general, other than as a result of a breach of these Terms or any other confidentiality agreement; (b) was known by or in the lawful possession of Receiving Party prior to receipt from Disclosing Party; (c) is or has been independently developed or conceived by Receiving Party without use of or reference to Confidential Information; or (d) is or has been provided or made known to Receiving Party by a third party without a breach of any obligation of confidentiality to Disclosing Party.
4. Required Disclosures. Receiving Party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by applicable law, provided that Receiving Party: (a) notifies Disclosing Party of such required disclosure in advance (to the extent permitted by applicable law) to provide Disclosing Party with an opportunity to challenge the order or requested disclosure or seek a Required Disclosures. Receiving Party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by applicable law, provided that Receiving Party: (a) notifies Disclosing Party of such required disclosure in advance (to the extent permitted by applicable law) to provide Disclosing Party with an opportunity to challenge the order or requested disclosure or seek a protective order; and (b) takes reasonable steps to minimize the extent of any such required disclosure and ensure that the information disclosed receives confidential treatment.
5. Return or Destruction. Upon the earlier of the request of Disclosing Party or the expiration or termination of these Terms for any reason, Receiving Party shall return to Disclosing Party or destroy all tangible materials or portions thereof constituting or containing Confidential Information (including all copies, summaries and excerpts of Confidential Information) that are within its custody or control.
Ownership; License.
1. Ownership. With respect to the Products obtained by Purchaser pursuant to these Terms, the tangible Product hardware only is sold to Purchaser and not any underlying intellectual property rights. Further, all Software is licensed, not sold, to Purchaser. Notwithstanding anything expressed or implied in these Terms, any and all references in these Terms 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. Purchaser 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 the Parties, Tenstorrent grants Purchaser 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 Purchaser's internal business purposes and does not permit Purchaser to use the Software on a standalone basis, independently of the applicable Product.
  2. Purchaser 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, Purchaser acknowledges receipt of, and access to, such license notices. Nothing in these Terms limits, restricts, or supersedes any rights granted to Purchaser under any applicable open source license with respect to the Open Source Components; to the extent of any conflict between these Terms 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"). Purchaser 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, Purchaser agrees to comply with all applicable Third-Party Terms. Purchaser 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 Purchaser from any third party.
Warranties.
1. Limited Product Warranty.
  1. Limited Product Warranty. Tenstorrent warrants that the Products supplied under these Terms will be free from defects in materials and workmanship for a period as set forth at the following URL: tenstorrent.com/terms/limited-warranty (the “Warranty Period”), which period shall commence on the date the Products are delivered to the Shipping Destination specified in the applicable Ordering Document.
  2. Exclusions. This warranty does not apply to: (a) normal wear and tear; (b) damage caused by misuse, neglect, accident, or use outside of the Documentation; (c) improper installation, maintenance, calibration, or handling; (d) dissatisfaction with performance where the Product otherwise conforms to its specifications; (e) interoperability or incorporation issues arising from combination with non-Tenstorrent products, systems, or services; (f) 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 (g) failure to apply specification updates, errata, modifications, or corrections published by Tenstorrent (including updates made available via Tenstorrent’s website 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 (a) Purchaser providing written notice of the defect within the Warranty Period in accordance with Section 9 (Administrative Procedures for Returns), (b) the return of the affected Product within thirty (30) days of Tenstorrent’s written request, and (c) 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 this Section 8.1 (Limited Product Warranty), or that contain missing or damaged parts, will be returned to Purchaser at Purchaser's sole expense, without credit, repair, or replacement. In addition to Purchaser paying for the expenses for Tenstorrent to return the Product to Purchaser, 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. EXCEPT FOR THE LIMITEDWARRANTY SET FORTH IN SECTION 8 (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 BUYER HEREUNDER WILL MEET PURCHASER’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 8.2 (Limited Product Warranty); or (b) returns of Products that are rejected during the Acceptance Period as set forth in Section 3.5 (Acceptance) (collectively, "Permitted Returns"), Purchaser may not return any Product for any reason without Tenstorrent's prior written consent. All returns are subject to Purchaser's receipt of a valid return material authorization issued by Tenstorrent in accordance with this Section 10 (Administrative Procedures for Returns) (“RMA”). To request an RMA for a Permitted Return, Purchaser 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 Purchaser. Tenstorrent may establish and publish reasonable requirements, consistent with these Terms, 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 Purchaser and Tenstorrent associated with returns.
Indemnification.
1. By Tenstorrent. Tenstorrent shall defend, indemnify, and hold harmless Purchaser, its Affiliates, and their respective officers, directors, employees, and successors from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any action against Purchaser 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, (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 (“Purchaser Indemnity Obligation”).
2. By Purchaser. Purchaser shall defend, indemnify, and hold harmless Tenstorrent, its Affiliates, 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 Purchaser Indemnity Obligation; and (b) any violation by Purchaser of applicable Trade Controls, or (c) a breach of Section 13 (Trade Compliance).
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 Purchaser 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 Purchaser for the Products, less a reasonable allowance for the period of time Purchaser used the Products.
5. Remedy. THIS SECTION STATES TENSTORRENT’S ENTIRE LIABILITY AND PURCHASER’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 PURCHASER’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 THESE TERMS AND APPLICABLE ORDERING DOCUMENT EXCEED THE AMOUNT OF FEES PAID BY PURCHASER TO TENSTORRENT UNDER THE RELEVANT ORDERING DOCUMENT. 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. PURCHASER AND TENSTORRENT ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION HEREIN.
TRADE COMPLIANCE. Purchaser 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”). Purchaser 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. Purchaser shall implement compliance measures reasonably designed to ensure adherence to applicable Trade Controls. Upon request, Purchaser 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. Purchaser may, from time to time, provide suggestions, comments, or other feedback regarding the Products (“Feedback”). Purchaser 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 Party 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 Party may assign or transfer these Terms 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 will bind and inure to the benefit of the Purchaser and Tenstorrent, their respective successors, and permitted assigns.
RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed that the relationship between Tenstorrent and Purchaser under these Terms is solely that of seller and buyer. Purchaser is an independent contractor and is in no way Tenstorrent’s legal representative or agent. Purchaser 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 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. These Terms 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. Purchaser consents to the exclusive jurisdiction of courts within the State of California and waive trial by jury. All claims must be brought in Purchaser’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. Purchaser agrees that, by entering into these Terms and applicable Ordering Document, Purchaser 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.
FORCE MAJEURE. Except for obligations to make payments, neither Party shall be liable to the other for the duration of any failure, delay or breach of its obligations under these Terms 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 at any time in its sole discretion. Any such modifications will be effective immediately upon posting the updated Terms on Tenstorrent’s website, or by otherwise providing written notice to Purchaser. The version of the Terms in effect on the Effective Date of a specific Ordering Document will govern the Products purchased under that Ordering Document. Purchaser's submission of an Ordering Document or continued purchase of Products following the posting of updated Terms constitutes Purchaser's acceptance of such modifications.
NOTICES. Except as expressly provided otherwise in these Terms, notices given under these Terms 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 Purchaser, as set forth in the Ordering Document.

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 will apply to each Ordering Document. In the event that any terms or conditions of sale contained in any communication between Purchaser and Tenstorrent contradict or are inconsistent with anything contained in these Terms, these Terms shall prevail.
ENTIRE AGREEMENT. These Terms, together with the applicable Ordering Document, constitute the entire understanding and agreement between Tenstorrent and Purchaser with respect to the transactions contemplated in these Terms and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of these Terms, all of which are merged in these Terms. Notwithstanding any purchase order accepted by Tenstorrent, any purchase order terms which purport to amend or modify terms of the these Terms, or which conflict with the Ordering Documents 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 Purchaser after receiving such purchase order from Purchaser. Where Purchaser purchases the Products directly from Tenstorrent, not providing a purchase order does not relieve Purchaser from the responsibility to make timely payments as set forth in these Terms.
MISCELLANEOUS. In the event that any provision of these Terms is found invalid or unenforceable pursuant to judicial decree, the remainder of these Terms 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 Purchaser’s name in a list of Tenstorrent’s customers, whether online or in promotional materials. Any failure by Purchaser 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 or the right of Purchaser to enforce any part of these Terms at any other time. These Terms do not confer a benefit on, and is not enforceable by, any person or entity who is not a party to these Terms. 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.

Tenstorrent and Purchaser agree as follows:

DEFINITIONS.
1. “Affiliate” 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. An entity will be deemed an Affiliate under these Terms only so long as such control exists.
2. “Ordering Document” means: (a) a written order between Tenstorrent and Purchaser) which references these Terms of Sale, (b) a quotation issued by Tenstorrent and signed by the Purchaser, c) an invoice issued by Tenstorrent, or d) any other document that references these Terms of Sale and is agreed to by Tenstorrent in writing. If and to the extent of any inconsistency between two or more Ordering Documents, the priority of the Ordering Documents will be interpreted in the order listed above. All Ordering Documents are governed by these Terms of Sale.
3. “Confidential Information" means information that a Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”) in connection with these Terms that the Party identifies in good faith as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information includes non-public information that a Party discloses in connection with these Terms relating to technology; know-how; prototypes; current and future Products and services; processes; customers; vendors; suppliers; employees; contractors; business plans and methods; research and development; promotional and marketing activities; finances; pricing; contracts and business arrangements; and other business affairs.
4. “Products” means semiconductor components, including hardware, Software, and technology, that may be offered for sale by Tenstorrent in the ordinary course of business.
5. “Software” means Tenstorrent’s proprietary software which is incorporated into the Products or otherwise provided with the Product hardware. Software does not include software that Tenstorrent makes available online, on its webpage, or via GitHub.
ORDERING PRODUCTS.
1. Orders. Subject to the terms and conditions of these Terms, Purchaser agrees to purchase from Tenstorrent, and Tenstorrent agrees to sell to Purchaser, the Products in the quantities and at the prices set forth in accordance with the Ordering Document. No order shall be binding upon Tenstorrent unless it constitutes an Ordering Document.
2. Fees, Invoicing, and Payment. Purchaser shall pay Tenstorrent all fees applicable under these Terms, including the prices for Products set forth in the applicable Ordering Document. Unless otherwise specified in the applicable Ordering Document, all fees shall be invoiced by Tenstorrent and paid by Purchaser within thirty (30) days from the date of invoice. If Purchaser does not pay an amount by the due date specified in the Ordering Document, Purchaser will owe the entire outstanding balance as soon as Purchaser receives written notice from Tenstorrent that payment is due. All payments are non-refundable and shall be made in United States Dollars. Purchaser may not offset any amounts Purchaser believes Tenstorrent owes against any payments that Purchaser makes to Tenstorrent under these Terms. Any overdue and unpaid amounts shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, until paid in full.
3. Taxes, Tariffs & Fees. Unless otherwise agreed in writing by Tenstorrent, all fees are exclusive of any national, state, or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees. Purchaser shall be responsible for and shall pay all such taxes, duties, and fees applicable to the Products or services provided under these Terms, except for taxes based on Tenstorrent’s net income. If Purchaser is exempt from any such taxes, Purchaser shall provide Tenstorrent with a valid exemption certificate. Purchaser agrees 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.
SHIPMENT AND DELIVERY.
1. Shipping. Unless otherwise agreed to in an Ordering Document, all sales between Tenstorrent and Purchaser shall be: (a) shipped to the ship-to address indicated in the Ordering Document (“Shipping Destination”); and (b) in accordance with Incoterms FCA. Ordering Documents will specify requested shipment dates. Except as otherwise agreed to in the Ordering Document, Purchaser will: (i) select the mode of shipment and the carrier; and (ii) be responsible for and pay all charges for shipping, freight, and any insurance requested by Purchaser. Purchaser shall accept all deliveries of Products, including partial deliveries, and may not cancel any Ordering Document solely due to delayed or partial delivery.
2. Product Availability. Delivery dates and Product quantity availability, as described in the Ordering Document (or as otherwise communicated to Purchaser), are estimates only. Tenstorrent will make reasonable efforts to deliver Products in accordance with the dates communicated to Purchaser; however, Tenstorrent is not liable for any failure to deliver where or when estimated. If, for whatever reason, Tenstorrent experiences Product shortages, Tenstorrent may hold or allocate Products among its customers as Tenstorrent considers appropriate. Tenstorrent may modify Product specifications and substitute Products at any time without prior notice to Purchaser, provided such Products substantially conform to the form, fit, and function of the original Products. Some Products may contain remanufactured parts that are equivalent to new in performance. Tenstorrent may cease production of any Product at any time without liability to Purchaser.
3. Delays in Shipment. Tenstorrent will use commercially reasonable efforts to ship Products to arrive by any requested delivery dates quoted or acknowledged in the Ordering Document. However, Tenstorrent will not be liable for any delay in shipment or delay in performance under these Terms due to unforeseen circumstances or due to causes beyond its control including but not limited to, acts of nature, acts of government, labor disputes, delays in transportation, and delays in delivery or inability to deliver by Tenstorrent’s suppliers.
4. Risk of Loss. All risk of loss of, or damage to, the Products will pass to Purchaser upon delivery by Tenstorrent to the carrier, per Incoterm FCA, unless the applicable Ordering Document specifies an alternative Incoterm, in which case the Incoterm set forth in the Ordering Document shall govern. In the absence of any specified Incoterm in the Ordering Document, Incoterm FCA shall apply as the default.
5. Acceptance. Purchaser shall have fourteen (14) days from delivery of the Products to the Shipping Destination (the “Acceptance Period”) to perform reasonable acceptance testing to confirm that the Products materially conform to the applicable Documentation. Purchaser shall notify Tenstorrent in writing within the Acceptance Period of any material non-conformance, specifying in reasonable detail the nature of such non-conformance. If Purchaser fails to provide such notice within the Acceptance Period, the Products shall be deemed accepted. In the event Purchaser provides timely notice of a material non-conformance, Tenstorrent shall use commercially reasonable efforts to repair or replace the non-conforming Products. Upon delivery of the repaired or replacement Products, Purchaser shall have an additional fourteen (14) day period to re-perform acceptance testing solely with respect to the identified non-conformance.
6. Title. Notwithstanding delivery and passing of risk, title to the Product hardware only (the Software being licensed, not sold, to Purchaser), exclusive of the rights retained by Tenstorrent under these Terms, will pass to Purchaser at time of payment to Tenstorrent. Until title in the Product hardware has passed, Purchaser shall be in possession of the Products in a fiduciary capacity. Tenstorrent reserves the right to repossess and resell any Products to which it has retained title, and Tenstorrent’s consent to Purchaser’s possession of the Products and any right Purchaser may have to possession of the Products shall in any event cease if any sum owed by Purchaser to Tenstorrent is not paid to Tenstorrent by the date when it is due or if Purchaser is otherwise in material breach of these Terms.
RESTRICTIONS. The Products are not for use in life support systems, human implantation, nuclear facilities, or any other application where the Product’s failure could lead to loss of life or property damage. If Purchaser uses the Products for use in such applications, Purchaser acknowledges that (a) any such use or non-compliance is at Purchaser’s sole risk, (b) Tenstorrent and its suppliers are not liable, in whole or in part, for any claim or damage arising from such use, and (c) Purchaser shall indemnify, defend and hold Tenstorrent, its licensors and suppliers harmless from any claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use. In addition, Purchaser acknowledges and agrees that Purchaser shall not, nor permit any third party to: (i) disclose the results of any benchmarking of the Products (whether or not obtained with Tenstorrent's assistance); and (ii) use the Products to develop or enhance any product that competes with a Tenstorrent product.
NO CANCELLATION.
1. Non-Cancellation. All orders are non-cancelable by the Purchaser. Once an order has been submitted, it cannot be modified, suspended, or canceled by the Purchaser, and all associated fees are non-refundable, except as expressly provided otherwise in the Section 10 (Administrative Procedure for Returns) section of these Terms.
2. Survival. Any obligations and duties which, by their nature, extend beyond the expiration or earlier termination of these Terms shall survive such expiration or termination, including Sections 1 (Definitions), 2.2 (Fees, Invoicing, and Payment), 2.3 (Taxes, Tariffs & Fees), 3.4 (Risk of Loss), 3.6 (Title), 4 (Restrictions). 5.2 (Survival), 6 (Confidential Information), 7 (Ownership; License); 8 (Warranties), 9 (Disclaimer), 10 (Administrative Procedure for Returns), 11 (Indemnification), and 12 (Limitation of Liability) through 23 (Miscellaneous).
Confidential Information.
1. Maintenance and Use. Receiving Party shall maintain Confidential Information in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature, but in no case less than reasonable care. Receiving Party shall not: (a) use or disclose Confidential Information other than as necessary to exercise its rights and fulfill its obligations under these Terms; or (b) modify, adapt, reverse engineer, decode, decompile or disassemble Confidential Information, or create any derivative work based upon Confidential Information, except as expressly permitted under these Terms.
2. Access. Receiving Party shall restrict access to and use of Confidential Information to its directors, officers, employees, contractors, agents and legal and financial advisers who: (a) have a legitimate need to know Confidential Information; (b) are informed of the confidential nature of Confidential Information; and (c) have undertaken obligations with respect to Confidential Information that are consistent with, and at least as restrictive as, those imposed by these Terms.
3. Exclusions. The duties of confidentiality imposed by this Section 6 (Confidential Information) do not apply to any information to the extent that it: (a) is known or becomes known to the public in general, other than as a result of a breach of these Terms or any other confidentiality agreement; (b) was known by or in the lawful possession of Receiving Party prior to receipt from Disclosing Party; (c) is or has been independently developed or conceived by Receiving Party without use of or reference to Confidential Information; or (d) is or has been provided or made known to Receiving Party by a third party without a breach of any obligation of confidentiality to Disclosing Party.
4. Required Disclosures. Receiving Party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by applicable law, provided that Receiving Party: (a) notifies Disclosing Party of such required disclosure in advance (to the extent permitted by applicable law) to provide Disclosing Party with an opportunity to challenge the order or requested disclosure or seek a Required Disclosures. Receiving Party may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by applicable law, provided that Receiving Party: (a) notifies Disclosing Party of such required disclosure in advance (to the extent permitted by applicable law) to provide Disclosing Party with an opportunity to challenge the order or requested disclosure or seek a protective order; and (b) takes reasonable steps to minimize the extent of any such required disclosure and ensure that the information disclosed receives confidential treatment.
5. Return or Destruction. Upon the earlier of the request of Disclosing Party or the expiration or termination of these Terms for any reason, Receiving Party shall return to Disclosing Party or destroy all tangible materials or portions thereof constituting or containing Confidential Information (including all copies, summaries and excerpts of Confidential Information) that are within its custody or control.
Ownership; License.
1. Ownership. With respect to the Products obtained by Purchaser pursuant to these Terms, the tangible Product hardware only is sold to Purchaser and not any underlying intellectual property rights. Further, all Software is licensed, not sold, to Purchaser. Notwithstanding anything expressed or implied in these Terms, any and all references in these Terms 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. Purchaser 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 the Parties, Tenstorrent grants Purchaser 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 Purchaser's internal business purposes and does not permit Purchaser to use the Software on a standalone basis, independently of the applicable Product.
  2. Purchaser 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, Purchaser acknowledges receipt of, and access to, such license notices. Nothing in these Terms limits, restricts, or supersedes any rights granted to Purchaser under any applicable open source license with respect to the Open Source Components; to the extent of any conflict between these Terms 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"). Purchaser 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, Purchaser agrees to comply with all applicable Third-Party Terms. Purchaser 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 Purchaser from any third party.
Warranties.
1. Limited Product Warranty.
  1. Limited Product Warranty. Tenstorrent warrants that the Products supplied under these Terms will be free from defects in materials and workmanship for a period as set forth at the following URL: tenstorrent.com/terms/limited-warranty (the “Warranty Period”), which period shall commence on the date the Products are delivered to the Shipping Destination specified in the applicable Ordering Document.
  2. Exclusions. This warranty does not apply to: (a) normal wear and tear; (b) damage caused by misuse, neglect, accident, or use outside of the Documentation; (c) improper installation, maintenance, calibration, or handling; (d) dissatisfaction with performance where the Product otherwise conforms to its specifications; (e) interoperability or incorporation issues arising from combination with non-Tenstorrent products, systems, or services; (f) 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 (g) failure to apply specification updates, errata, modifications, or corrections published by Tenstorrent (including updates made available via Tenstorrent’s website 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 (a) Purchaser providing written notice of the defect within the Warranty Period in accordance with Section 9 (Administrative Procedures for Returns), (b) the return of the affected Product within thirty (30) days of Tenstorrent’s written request, and (c) 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 this Section 8.1 (Limited Product Warranty), or that contain missing or damaged parts, will be returned to Purchaser at Purchaser's sole expense, without credit, repair, or replacement. In addition to Purchaser paying for the expenses for Tenstorrent to return the Product to Purchaser, 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. EXCEPT FOR THE LIMITEDWARRANTY SET FORTH IN SECTION 8 (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 BUYER HEREUNDER WILL MEET PURCHASER’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 8.2 (Limited Product Warranty); or (b) returns of Products that are rejected during the Acceptance Period as set forth in Section 3.5 (Acceptance) (collectively, "Permitted Returns"), Purchaser may not return any Product for any reason without Tenstorrent's prior written consent. All returns are subject to Purchaser's receipt of a valid return material authorization issued by Tenstorrent in accordance with this Section 10 (Administrative Procedures for Returns) (“RMA”). To request an RMA for a Permitted Return, Purchaser 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 Purchaser. Tenstorrent may establish and publish reasonable requirements, consistent with these Terms, 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 Purchaser and Tenstorrent associated with returns.
Indemnification.
1. By Tenstorrent. Tenstorrent shall defend, indemnify, and hold harmless Purchaser, its Affiliates, and their respective officers, directors, employees, and successors from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any action against Purchaser 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, (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 (“Purchaser Indemnity Obligation”).
2. By Purchaser. Purchaser shall defend, indemnify, and hold harmless Tenstorrent, its Affiliates, 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 Purchaser Indemnity Obligation; and (b) any violation by Purchaser of applicable Trade Controls, or (c) a breach of Section 13 (Trade Compliance).
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 Purchaser 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 Purchaser for the Products, less a reasonable allowance for the period of time Purchaser used the Products.
5. Remedy. THIS SECTION STATES TENSTORRENT’S ENTIRE LIABILITY AND PURCHASER’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 PURCHASER’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 THESE TERMS AND APPLICABLE ORDERING DOCUMENT EXCEED THE AMOUNT OF FEES PAID BY PURCHASER TO TENSTORRENT UNDER THE RELEVANT ORDERING DOCUMENT. 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. PURCHASER AND TENSTORRENT ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION HEREIN.
TRADE COMPLIANCE. Purchaser 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”). Purchaser 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. Purchaser shall implement compliance measures reasonably designed to ensure adherence to applicable Trade Controls. Upon request, Purchaser 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. Purchaser may, from time to time, provide suggestions, comments, or other feedback regarding the Products (“Feedback”). Purchaser 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 Party 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 Party may assign or transfer these Terms 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 will bind and inure to the benefit of the Purchaser and Tenstorrent, their respective successors, and permitted assigns.
RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed that the relationship between Tenstorrent and Purchaser under these Terms is solely that of seller and buyer. Purchaser is an independent contractor and is in no way Tenstorrent’s legal representative or agent. Purchaser 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 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. These Terms 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. Purchaser consents to the exclusive jurisdiction of courts within the State of California and waive trial by jury. All claims must be brought in Purchaser’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. Purchaser agrees that, by entering into these Terms and applicable Ordering Document, Purchaser 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.
FORCE MAJEURE. Except for obligations to make payments, neither Party shall be liable to the other for the duration of any failure, delay or breach of its obligations under these Terms 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 at any time in its sole discretion. Any such modifications will be effective immediately upon posting the updated Terms on Tenstorrent’s website, or by otherwise providing written notice to Purchaser. The version of the Terms in effect on the Effective Date of a specific Ordering Document will govern the Products purchased under that Ordering Document. Purchaser's submission of an Ordering Document or continued purchase of Products following the posting of updated Terms constitutes Purchaser's acceptance of such modifications.
NOTICES. Except as expressly provided otherwise in these Terms, notices given under these Terms 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 Purchaser, as set forth in the Ordering Document.

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 will apply to each Ordering Document. In the event that any terms or conditions of sale contained in any communication between Purchaser and Tenstorrent contradict or are inconsistent with anything contained in these Terms, these Terms shall prevail.
ENTIRE AGREEMENT. These Terms, together with the applicable Ordering Document, constitute the entire understanding and agreement between Tenstorrent and Purchaser with respect to the transactions contemplated in these Terms and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of these Terms, all of which are merged in these Terms. Notwithstanding any purchase order accepted by Tenstorrent, any purchase order terms which purport to amend or modify terms of the these Terms, or which conflict with the Ordering Documents 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 Purchaser after receiving such purchase order from Purchaser. Where Purchaser purchases the Products directly from Tenstorrent, not providing a purchase order does not relieve Purchaser from the responsibility to make timely payments as set forth in these Terms.
MISCELLANEOUS. In the event that any provision of these Terms is found invalid or unenforceable pursuant to judicial decree, the remainder of these Terms 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 Purchaser’s name in a list of Tenstorrent’s customers, whether online or in promotional materials. Any failure by Purchaser 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 or the right of Purchaser to enforce any part of these Terms at any other time. These Terms do not confer a benefit on, and is not enforceable by, any person or entity who is not a party to these Terms. 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.