Purchase Order Terms

Tenstorrent Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions (“Terms”) govern the provision of services (“Services”) and goods (including materials, software, deliverables, and all other tangible results of services) (“Products”) provided by the entity identified as ‘Supplier’ (“Supplier”) on the purchase order (the “PO”) to the Tenstorrent entity identified on the PO (“Tenstorrent”). Except as set forth in Section 1, the applicable PO and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Supplier’s general terms and conditions of sale regardless of whether or when Supplier has submitted its sales confirmation or such terms. Commencement of Services or delivery of Products by Supplier shall constitute acceptance of the Terms.

Relationship with Other Agreements. If the parties have mutually executed a separate written agreement, effective as of the date of these Terms, that governs the Products or Services ordered hereunder, the provisions of such agreement are incorporated by reference, and in the event of a conflict between that agreement and these Terms, the mutually executed agreement will control. For clarity, online terms or “click-through” agreements accepted by Tenstorrent to access or use Products or Services (including installed applications, embedded software, software-as-a-service, or platforms) are not considered “mutually executed” agreements and shall not replace, supplement, or amend these Terms in any way.
Packing & Shipment.
1. Packaging. When specific packaging is not referenced in the PO, Supplier shall package the Products in such a manner to prevent damage during shipment and subsequent storage at Tenstorrent.
2. Shipping. Supplier shall package and ship all Products in a manner that prevents damage during shipment and storage, complies with applicable laws and carrier requirements, and meets any Tenstorrent specifications referenced in the applicable PO. Supplier shall, at its own expense, mark all containers with necessary handling and shipping information, including the PO number, date of shipment, and, if applicable, the names and addresses of the consignee and consignor. Each shipment shall be accompanied by an itemized invoice, packing list, and all other documentation required for domestic or international transit, regulatory clearance, or identification of the Products. Each shipment shall also include a clearly legible barcode label affixed to the outer packaging of each container, identifying at a minimum the part number, quantity, and PO number. Unless expressly agreed in a PO, Tenstorrent will not be charged for shipping or delivery costs.
3. Delivery Terms. Supplier shall deliver the Products in the quantities and on the date(s) specified in the applicable PO or as otherwise agreed in writing by the parties (the “Delivery Date”). Time is of the essence. If Supplier fails to deliver the Products in full on the Delivery Date, Tenstorrent may, without prejudice to any other rights or remedies, (i) terminate the PO immediately by written notice to Supplier, (ii) obtain substitute goods from a third party at Supplier’s cost, and/or (iii) recover from Supplier all losses, claims, damages, and reasonable costs and expenses (including cover, expedited shipping, and storage fees) directly or indirectly attributable to Supplier’s failure to deliver on time. All Products shall be delivered to the address specified in the PO (the “Delivery Location”) during Tenstorrent’s normal business hours or as otherwise instructed by Tenstorrent. Delivery shall be made DDP (Delivered Duty Paid) Delivery Location, Incoterms® 2020, unless otherwise specified in the PO.
4. Customs Clearance. Upon Tenstorrent’s request, Supplier shall, at no charge, promptly forward to Tenstorrent any documents required to clear Products through customs and obtain possession of Products at the point of entry.
Payment Terms. The price of the Products and Services is the price stated in the PO (the “Price”). Unless otherwise specified in the PO, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Tenstorrent. Applicable payment terms will also be set forth in the PO. If no payment terms are included in the PO, Tenstorrent will pay all properly invoiced amounts due to Supplier within sixty (60) days after Tenstorrent’s receipt of such invoice, except for any amounts disputed by Tenstorrent in good faith. All amounts payable will be in the currency designated by Tenstorrent (as may be identified on the PO).Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, Tenstorrent reserves the right to set off at any time any amount owing to it by Supplier against any amount payable by Tenstorrent
Taxes. All Prices indicated in the PO are inclusive of all applicable taxes, impositions, including but not limited to import and export duties and other similar charges, unless specifically indicated otherwise in PO.
Inspection and Acceptance.
1. Adjustments and Cancellation. Tenstorrent may reschedule, redirect, or cancel all or part of the PO at any time without charge and without incurring any liability to Supplier. Upon cancellation, Supplier will, to the extent and at the times specified by Tenstorrent, stop all work on the Services or Products (or designated portions thereof) that have been cancelled, incur no further costs, and protect all property in which Tenstorrent has or may acquire an interest (and will provide all such property to Tenstorrent upon request). Tenstorrent will not be responsible for any costs in connection with cancelled Services or Products except for payment for the portion of Services provided and Products delivered, and accepted, in accordance with these Terms prior to notice of cancellation.
2. Inspection. All Products and Services are subject to inspection, audit, and testing by Tenstorrent, or its designees, at any time and place, including during manufacture, prior to shipment, and after delivery. If inspection or testing occurs at Supplier’s premises, Supplier shall, at no additional cost, provide all facilities, access, personnel, and assistance reasonably requested by Tenstorrent. Inspection, audit, or testing (or the failure to perform any of the foregoing) shall not limit or relieve Supplier of any of its obligations or liabilities under these Terms, including with respect to latent defects, fraud, or misrepresentation.
3. Acceptance. If Tenstorrent determines, in its sole discretion, that the Services or Products do not comply with the Terms (including the specifications), Tenstorrent may reject the non-conforming Services and Products. Upon rejection, Supplier will, at Tenstorrent's option, promptly: (i) correct any failure as soon as practicable (or such other time period agreed in writing); (ii) refund the full amount paid for the rejected items, plus any inspection, test, and transportation charges paid by Tenstorrent; or (iii) replace such rejected items. Payment of invoices will not be deemed acceptance of Services or Products.
Product and Manufacturing Change Control. No change in specification, materials or manufacturing process that may affect fit, form or function is allowed to Products without prior written approval from Tenstorrent.
Software License.
1. License Grant. Supplier, on behalf of itself and its Affiliates, hereby grants to Tenstorrent and its Affiliates a nonexclusive, irrevocable, transferable (to Tenstorrent Affiliates), perpetual (except where a specific term is identified on the PO), paid-up (subject to payment of fees in accordance with any payment schedule agreed in writing), royalty-free, worldwide license to use, import, reproduce, display, perform, distribute, modify, prepare derivative works of, disclose (as necessary), and otherwise exploit the Software and Documentation, and to have others exercise such rights on Tenstorrent’s behalf. “Software” means all software provided by Supplier in connection with the PO, including all firmware, scripts and Updates. “Documentation” means all user guides, manuals, installation instructions, and other written materials provided by Supplier in connection with the Software or the Cloud Services (defined below). “Updates” means updates, bug fixes, patches, enhancements, upgrades, and new versions of or to the Software.
2. Limitations. Tenstorrent shall not decompile, reverse engineer, disassemble, or otherwise attempt to derive Source Code for the Software, except as permitted by law. Tenstorrent shall not remove, obscure, or alter Supplier’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software or Documentation and shall reproduce all titles, trademarks, and copyright and restricted rights notices in any copies of the Software and Documentation. “Source Code” means human-readable computer code, including related programmer comments and procedural language.
Confidential Information.
1. General. Supplier shall maintain the confidentiality of Tenstorrent Confidential Information and may disclose Tenstorrent Confidential Information only to Supplier personnel who have a need to know such Tenstorrent Confidential Information in order for Supplier to provide the Services and Products and who are bound by a written agreement with Supplier that is at least as protective of Tenstorrent's Confidential Information as provided herein. Supplier shall use a reasonable degree of care to protect Tenstorrent Confidential Information and shall not disclose Tenstorrent Confidential Information to any third party without Tenstorrent's prior written consent in each instance. Supplier may disclose Tenstorrent Confidential Information to the extent it is required by law if it makes reasonable efforts to provide prior notice to Tenstorrent and seeks protective treatment of Tenstorrent Confidential Information. Supplier shall not use Tenstorrent Confidential Information for any purpose except to provide the Services and Products and otherwise perform Supplier's obligations hereunder. Supplier shall promptly notify Tenstorrent upon discovery of any unauthorized use or disclosure (or reasonably suspected unauthorized use or disclosure) of Tenstorrent Confidential Information by Supplier or any Subcontractor (as defined in Section 14 below). Supplier shall return or destroy all Tenstorrent Confidential Information within three (3) days of Tenstorrent's request. "TenstorrentConfidential Information" means the existence and subject matter of the PO, all personal data collected, accessed, maintained, used, processed or transferred by or to Supplier under the PO, and any other nonpublic information or material disclosed by Tenstorrent to Supplier in connection with the PO, including information Supplier learns from Tenstorrentpersonnel, through the inspection of Tenstorrentproperty, or that would reasonably under the circumstances be understood to be confidential information.
2. Exclusions. The duties of confidentiality imposed by this Section 8 (Confidential Information) do not apply to any information to the extent that it: (i) is known or becomes known to the public in general, other than as a result of a breach of this Agreement or any other confidentiality agreement; (ii) was known by or in the lawful possession of Supplier prior to receipt from Tenstorrent; (iii) is or has been independently developed or conceived by Supplier without use of or reference to Tenstorrent Confidential Information; or (iv) is or has been provided or made known to Supplier by a third party without a breach of any obligation of confidentiality to Tenstorrent.
3. No Press Release or Publicity. Supplier shall not issue, procure, or permit any third party to issue a press release or other publicity regarding Tenstorrent or its Affiliates, or the PO or its subject matter, without Tenstorrent 's prior written consent. "Affiliates" means any business entity that controls, is controlled by, or is under common control with an entity, where "control" means that the entity possesses, directly or indirectly, the power to direct the management policies of the other entity (whether through ownership of voting securities, an interest in registered capital, by contract, or otherwise).
Intellectual Property.
1. Definitions.
  1. “Intellectual Property Rights” or “IPR” means any and all current and future rights in copyrights, trade secrets, trademarks, mask works, patents, design rights, trade dress, right of privacy or publicity, moral rights, and any other intellectual property rights that may exist anywhere in the world, including, in each case, whether unregistered, registered, or comprising an application for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing
  2. “Project IPR” means all Intellectual Property Rights created, discovered, or developed in the performance of the Services or development of Products for Tenstorrent under the PO, or otherwise created, discovered, or developed using Tenstorrent Confidential Information.
  3. “Supplier Background IPR” means all rights, title, and interest in and to IPR that Supplier acquired, created, discovered, or developed at any time separately and independently of work performed for Tenstorrent (including under the PO).
2. Ownership of Project IPR. Tenstorrent shall own all right, title, and interest in and to any Project IPR, subject only to Supplier Background IPR embodied therein. Supplier hereby assigns, and shall cause its personnel and Affiliates to assign, all such Project IPR to Tenstorrent without reservation. To the extent Supplier Background IPR is incorporated into the Products or Services, Supplier grants Tenstorrent a non-exclusive, irrevocable, perpetual, worldwide, fully paid, royalty-free license (with rights to sublicense and have others exercise such rights on Tenstorrent’s behalf) to use, reproduce, modify, create derivative works of, distribute, sell, import, and otherwise exploit such Background IPR solely as embodied in the Products and Services. Supplier shall cooperate with Tenstorrent to secure, perfect, register, or enforce any Project IPR, including executing documents, obtaining rights from Affiliates and personnel, and providing reasonable assistance. The parties acknowledge their common legal interest in protecting Project IPR, and no privilege shall be waived by information shared for that purpose.
3. Supplier Restrictions. Supplier may use Tenstorrent’s IPR and Confidential Information only as necessary to perform its obligations under the PO.
Warranties.
1. General Warranties. Supplier represents and warrants that: (a) Supplier has the right to grant the rights and licenses contained herein and Supplier’s performance hereunder will not cause Supplier to breach any other agreements; (b) all specifications and other documentation provided by Supplier are complete and accurate; (c) the Services and Supplier’s performance under the PO will conform to all specifications set forth in the PO, comply with all applicable laws and regulations, and will be conducted in a professional and workmanlike manner with a degree of skill, care and timeliness consistent with best industry practices. “Specifications” means the most current version of all specifications and requirements (including schedules) applicable to any Service or Product that Tenstorrent may provide from time to time, and any other descriptions provided by Supplier and approved in writing by Tenstorrent.
2. Product Warranties. Supplier represents and warrants that during the Warranty Period, the Products will conform to the Specifications and be merchantable and free from defects. “Warranty Period” means the period that is three (3) years from the date of delivery of the Products.
3. Counterfeit and Suspect Products. Supplier represents and warrants that it shall not deliver Counterfeit and Suspect Products (as defined below) to Tenstorrent and shall immediately notify Tenstorrent if Supplier becomes aware or suspects that it has delivered Counterfeit or Suspect Products. When requested by Tenstorrent, Supplier shall provide documentation that authenticates the traceability of the affected items. "Counterfeit and Suspect Products" refers to materials that are (i) mislabeled as to source or quality; (ii) falsely labeled as new; (iii) fraudulently stamped or identified as having been produced to high or approved standards; (iv) an authorized copy of a known product within the industry; (v) misrepresented in some way by the Supplier; or (vi) items for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the part is authentic.
Termination.
1. Termination for Cause. Either party may terminate the PO following written notice if the other party: (i) materially breaches any of its obligations hereunder and such breach is not cured (if capable of cure) within thirty (30) days after the date notice was provided; or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or files for or is the subject of a petition in bankruptcy. If Supplier believes that it is about to become or becomes insolvent, is or is about to become subject to a petition in bankruptcy, or misses any debt payments, it shall provide immediate notice (iii) by email and overnight courier to its Tenstorrent contact, and (iv) by overnight courier to Tenstorrent USA, Inc., Attn. Legal, 2600 Great America Way, #501, Santa Clara, CA 95054, United States.
2. Survival. The provisions herein, which by their nature should remain in effect beyond termination of the PO, will survive until fulfilled, including Sections 1 (Relationship with Other Agreements), 3 (Payment Terms), 4 (Taxes), 5 (Inspection and Acceptance), and 7 (Software Licenses) through 18 (General).
3. Transition Services. At Tenstorrent’s request, upon expiration or termination (for any reason) of Supplier’s provision of any Services or Products (including upon any expiration or termination of any PO), Supplier will continue to provide, at a fee (prorated as applicable) not to exceed the agreed upon fees in effect immediately prior to such expiration or termination, the same Services or Products, including all corresponding licenses and support, at no less than the levels and volumes provided immediately prior to expiration or termination, for a period of up to one (1) year following the date of such expiration or termination.
Indemnity. Supplier will indemnify, defend, and hold harmless Tenstorrent and its Affiliates, and its and their directors, officers, employees, agents, representatives, successors, assigns, and customers from and against all liabilities, expenses, suits, claims, actions, demands, judgments, settlements, costs, losses, fines and penalties, including but not limited to attorney fees, costs and expenses of litigation (“Claims”), that arise out of or are related to: (a) Services, Products, or other performance of obligations under the PO, or any portion thereof, on their own or in combination with other services and products, or the use of the foregoing by Tenstorrent, infringe any third-party’s Intellectual Property Rights; (b) the Services, Products, or other performance of obligations under the PO caused personal injury or property damage; (c) arise or are alleged to have arisen as a result of negligent or intentional acts or omissions of Supplier or Supplier’s personnel, or a breach by Supplier of any of these Terms.
Insurance. Supplier shall maintain health, auto, workers' compensation, unemployment compensation, disability, general liability, errors and omissions, and other insurance, as required by law or common practice in Supplier's industry, whichever affords greater coverage, together with adequate coverage (on a replacement cost basis) for any Tenstorrent property under the care, custody, or control of Supplier. Upon request, Supplier shall provide Tenstorrent certificates of insurance or evidence of coverage.
Subcontractors. Supplier may subcontract the performance of its obligations under the PO to an entity (a “Subcontractor”) provided that, with respect to each Subcontractor, Supplier: (a) first obtains Tenstorrent ’s written consent; and (b) has entered into agreements sufficient to ensure such Subcontractor’s compliance with the Terms (including the confidentiality requirements in Section 8 (Confidential Information) and Section 9 (Intellectual Property)). Supplier shall be directly liable for and shall indemnify and hold Tenstorrent harmless from and against any liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Tenstorrent related to any breach of these Terms by a Subcontractor.
Support. Supplier shall provide, at no cost to Tenstorrent, all technical, operational, and informational support relating to the Services and Products that Tenstorrent deems necessary to use the Services or Products.
Audits. Supplier shall maintain all records, contracts, and accounts related to the Services and Products during the term of the PO and for three years thereafter. During the term of the PO and for three years thereafter, Tenstorrent or an independent certified public accountant reasonably acceptable to Supplier may, at any time, audit Supplier's records (including electronic records) to verify that Supplier has complied with its obligations under the PO. Supplier shall promptly provide to Tenstorrent or the auditor any information and documentation Tenstorrent or the auditor may reasonably request in connection with such audit or inspection in the format requested. Supplier shall make Supplier personnel who are knowledgeable of the relevant records and business practices available for such audit.
Dispute Resolution.
1. Governing Law; Venue. This Agreement will be construed under the laws of the State of California other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California.Each party irrevocably consents to the exclusive personal jurisdiction of the state or federal courts located in San Francisco, California for any matter arising out of or relating to this Agreement.Each party hereby submits to the jurisdiction of these courts, acknowledges that venue is proper in such courts, agrees to file all pleadings in such courts, and waives any objection to venue there.THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
2. Arbitration. Any claim will be resolved through arbitration conducted by the ICC International Court of Arbitration under its then-applicable Arbitration Rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. The arbitrator will, among other things, have the power to rule on the arbitrator’s own jurisdiction, including any objection with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any Claim. For any hearing conducted in person as part of the arbitration, such hearing will be conducted in Santa Clara, California, USA. The decision of the arbitrator on all matters relating to a Claim will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction. If or any reason a Claim proceeds in court rather than in arbitration notwithstanding the arbitration agreement set forth in this Section 17(b) (Arbitration), the parties agree that such Claim will be brought only in a court of competent jurisdiction in Santa Clara County, California, USA. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to such Claim.
General.
1. Quality Assurance. Supplier warrants that it has, and will continue to maintain, an adequate quality control and assurance program for the delivery of all Services and Products, including the creation and retention of appropriate reports, certificates, affidavits, and other records related thereto. Supplier shall promptly notify Tenstorrent of any changes to its quality control and assurance program or to such reports, certificates, affidavits, or records. Upon Tenstorrent’s request, and at no additional cost, Supplier will promptly provide authenticated copies of such documents, together with any applicable certificates of conformance or compliance acceptable to Tenstorrent, at the time of or promptly following delivery.
2. Future Adjustments. The parties acknowledge that the pricing set forth in this PO may be subject to an ongoing dispute between the parties regarding the proper calculation of such pricing provided that any such dispute shall be limited solely to potential reductions in such pricing, and shall not serve as a basis for any increase in pricing or additional charges. Tenstorrent may be issuing this PO, and Supplier may accept it, solely to avoid delay or disruption to delivery of the Products. Accordingly, the inclusion of pricing in this PO shall not be deemed to constitute agreement on, or acceptance of, the proper calculation of such pricing, and Tenstorrent expressly reserves all rights to challenge such pricing and to obtain downward adjustments, including seeking reimbursement or credit for any amounts paid in excess of the properly calculated price. The parties agree to continue to work in good faith to resolve the pricing dispute, and any agreed resolution shall only result in a reduction of the pricing set forth in this PO and shall be applied retroactively (including through refunds or credits, as applicable).
3. Liens. Supplier represents and warrants that no lien, encumbrance or security interest will be filed by Supplier or anyone claiming through or under Supplier against Tenstorrent or the Products and/or Services with respect to the Products and/or Services furnished under this Agreement.
4. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
5. Compliance with Laws. Supplier shall comply with all applicable laws and regulations in performing its obligations under the PO, including all applicable employment, labor, and human rights, data privacy, health and safety, tax, customs, Trade Laws (as defined below), and environmental laws and regulations.
6. Export Control. Without limiting the generality of Section 18(d), the Products and Services may be subject to applicable trade laws in one or more countries. Supplier will comply with all relevant laws and regulations applicable to the import or export of the Products and Services, including but not limited to, trade laws and regulations such as the U.S. Export Administration Regulations or other end-user, end use, and destination restrictions by the U.S. and other governments, as well as sanctions regulations administered by the U.S. Office of Foreign Assets Control (“Trade Laws”). Tenstorrent may suspend or terminate this Agreement immediately to the extent that Tenstorrent reasonably concludes that continued performance would violate Trade Laws or put it at risk of becoming subject to sanctions or penalties under Trade Laws. Supplier is responsible for ensuring compliance with the transfer or re-transfer of intangible items, such as technology. Supplier agrees to provide Tenstorrent with the import/export control classifications and information, including documentation, on the applicable import, export, or re-export authorizations, and all necessary information about the Items for any required import, export or re-export procedures and/or licenses, without additional cost to Tenstorrent.
7. Data Privacy. Supplier represents, warrants, and undertakes that all processes, services, and handling of personal data received, accessed, or otherwise processed on behalf of Tenstorrent (including personal data of Tenstorrent’s employees, customers, or suppliers) shall comply with all applicable federal, state, and international data protection and privacy laws, together with all implementing regulations and secondary legislation, as amended from time to time (“Privacy Laws”). Supplier shall process personal data solely as necessary to perform its obligations under this Agreement and for no other purpose. Where required, Supplier shall promptly enter into a data processing agreement with Tenstorrent to ensure ongoing compliance and protection of individuals’ personal data.
  
  Supplier shall immediately notify Tenstorrent in writing of: (i) any actual, suspected, or threatened breach of this Section; and (ii) any inquiry, complaint, or request by an individual, regulator, or other third party relating to personal data or Tenstorrent’s obligations under the Privacy Laws. Supplier shall fully cooperate and provide all reasonable assistance to Tenstorrent in responding to or resolving any such matter. In the event of any non-compliance with Privacy Laws, a breach of this Section, or a violation of any applicable data processing agreement, Tenstorrent may terminate this Agreement immediately upon written notice without liability. Supplier shall, at its own cost, promptly take all corrective actions required by applicable law (including notifications, remediation, and mitigation measures) and any additional steps reasonably requested by Tenstorrent to protect affected individuals and Tenstorrent’s interests.
8. Tenstorrent Property. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, software, equipment, and any other items provided to Supplier by or on behalf of Tenstorrent, or paid for or reimbursed by Tenstorrent (collectively, the “Tenstorrent Property”), will remain the sole property of Tenstorrent. Supplier shall clearly mark or otherwise identify Tenstorrent Property and maintain accurate records of it, which shall be made available to Tenstorrent upon request. Any Tenstorrent Property provided for processing is consigned to Supplier solely for that purpose and shall not be used for any other purpose. Supplier shall not commingle, move, or alter Tenstorrent Property without Tenstorrent’s prior written consent. While in Supplier’s custody or control, Tenstorrent Property shall be held at Supplier’s risk, free of all liens, encumbrances, and security interests, and insured at Supplier’s expense for its full replacement value with loss payable to Tenstorrent. Tenstorrent may remove or require the return of any Tenstorrent Property at any time.
9. Force Majeure. No party shall be liable for delay or failure to fulfill its obligations under the PO to the extent directly caused by an act of God that was unforeseeable, beyond its reasonable control, and not caused by its fault or negligence (a “Force Majeure Event”), so long as the non-performing party (a) provides notice to the other party promptly (but no later than five (5) days after becoming aware of the Force Majeure Event); (b) uses all reasonable efforts to avoid, remove, or mitigate the cause(s) of nonperformance including taking all steps necessary to minimize the impact of the Force Majeure Event; (c) with respect to Supplier, complies with any additional obligations agreed from time to time relating to business continuity commitments and Supplier’s obligations to Tenstorrent in connection with a supply constraint; (d) suspends performance only for the period of time necessary as a result of such Force Majeure Event; (e) resumes performance as quickly as possible and (vi) continues performance of all obligations that are not excused by the Force Majeure Event. The notice referred to above must describe, in detail, the impact on performance and the plan to avoid, remove, or mitigate such causes of non-performance. The doctrines of impossibility and impracticability shall not apply to the PO. For the avoidance of doubt, Force Majeure Events will not include financial distress nor the inability of a party to make a profit or avoid a financial loss, changes in market prices or conditions, or a party's financial inability to perform its obligations.
10. Assignment. Supplier may not assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of Tenstorrent except in the case of a merger, acquisition, or sale of substantially all the assets.Tenstorrent may assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the Supplier's consent.Any purported assignment in violation of this Section shall be null and void. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11. Bankruptcy. In the event of any proceeding by or against either party under any law relating to bankruptcy, insolvency, or reorganization or relief of the debtors, all rights, licenses, and covenants granted hereunder will continue without termination, rejection, or avoidance by virtue of such proceeding. If a proceeding is instituted by or against either party under any law relating to bankruptcy, insolvency, or reorganization or relief of the debtors, the other party may retain and exercise all of its rights and elections under the U.S. Bankruptcy Code (including, to the extent applicable, the provisions of Section 365(n) of 11 U.S.C. § 101 (et seq.).
12. Third-Party Beneficiaries. Nothing in this Agreement confers any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
13. Amendment. This Agreement may not be amended except in a writing executed by an authorized representative of each party.
14. Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
15. No Waiver. The failure of either party to require strict performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

Tenstorrent Purchase Order Terms and Conditions

Relationship with Other Agreements. If the parties have mutually executed a separate written agreement, effective as of the date of these Terms, that governs the Products or Services ordered hereunder, the provisions of such agreement are incorporated by reference, and in the event of a conflict between that agreement and these Terms, the mutually executed agreement will control. For clarity, online terms or “click-through” agreements accepted by Tenstorrent to access or use Products or Services (including installed applications, embedded software, software-as-a-service, or platforms) are not considered “mutually executed” agreements and shall not replace, supplement, or amend these Terms in any way.
Packing & Shipment.
1. Packaging. When specific packaging is not referenced in the PO, Supplier shall package the Products in such a manner to prevent damage during shipment and subsequent storage at Tenstorrent.
2. Shipping. Supplier shall package and ship all Products in a manner that prevents damage during shipment and storage, complies with applicable laws and carrier requirements, and meets any Tenstorrent specifications referenced in the applicable PO. Supplier shall, at its own expense, mark all containers with necessary handling and shipping information, including the PO number, date of shipment, and, if applicable, the names and addresses of the consignee and consignor. Each shipment shall be accompanied by an itemized invoice, packing list, and all other documentation required for domestic or international transit, regulatory clearance, or identification of the Products. Each shipment shall also include a clearly legible barcode label affixed to the outer packaging of each container, identifying at a minimum the part number, quantity, and PO number. Unless expressly agreed in a PO, Tenstorrent will not be charged for shipping or delivery costs.
3. Delivery Terms. Supplier shall deliver the Products in the quantities and on the date(s) specified in the applicable PO or as otherwise agreed in writing by the parties (the “Delivery Date”). Time is of the essence. If Supplier fails to deliver the Products in full on the Delivery Date, Tenstorrent may, without prejudice to any other rights or remedies, (i) terminate the PO immediately by written notice to Supplier, (ii) obtain substitute goods from a third party at Supplier’s cost, and/or (iii) recover from Supplier all losses, claims, damages, and reasonable costs and expenses (including cover, expedited shipping, and storage fees) directly or indirectly attributable to Supplier’s failure to deliver on time. All Products shall be delivered to the address specified in the PO (the “Delivery Location”) during Tenstorrent’s normal business hours or as otherwise instructed by Tenstorrent. Delivery shall be made DDP (Delivered Duty Paid) Delivery Location, Incoterms® 2020, unless otherwise specified in the PO.
4. Customs Clearance. Upon Tenstorrent’s request, Supplier shall, at no charge, promptly forward to Tenstorrent any documents required to clear Products through customs and obtain possession of Products at the point of entry.
Payment Terms. The price of the Products and Services is the price stated in the PO (the “Price”). Unless otherwise specified in the PO, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Tenstorrent. Applicable payment terms will also be set forth in the PO. If no payment terms are included in the PO, Tenstorrent will pay all properly invoiced amounts due to Supplier within sixty (60) days after Tenstorrent’s receipt of such invoice, except for any amounts disputed by Tenstorrent in good faith. All amounts payable will be in the currency designated by Tenstorrent (as may be identified on the PO).Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, Tenstorrent reserves the right to set off at any time any amount owing to it by Supplier against any amount payable by Tenstorrent
Taxes. All Prices indicated in the PO are inclusive of all applicable taxes, impositions, including but not limited to import and export duties and other similar charges, unless specifically indicated otherwise in PO.
Inspection and Acceptance.
1. Adjustments and Cancellation. Tenstorrent may reschedule, redirect, or cancel all or part of the PO at any time without charge and without incurring any liability to Supplier. Upon cancellation, Supplier will, to the extent and at the times specified by Tenstorrent, stop all work on the Services or Products (or designated portions thereof) that have been cancelled, incur no further costs, and protect all property in which Tenstorrent has or may acquire an interest (and will provide all such property to Tenstorrent upon request). Tenstorrent will not be responsible for any costs in connection with cancelled Services or Products except for payment for the portion of Services provided and Products delivered, and accepted, in accordance with these Terms prior to notice of cancellation.
2. Inspection. All Products and Services are subject to inspection, audit, and testing by Tenstorrent, or its designees, at any time and place, including during manufacture, prior to shipment, and after delivery. If inspection or testing occurs at Supplier’s premises, Supplier shall, at no additional cost, provide all facilities, access, personnel, and assistance reasonably requested by Tenstorrent. Inspection, audit, or testing (or the failure to perform any of the foregoing) shall not limit or relieve Supplier of any of its obligations or liabilities under these Terms, including with respect to latent defects, fraud, or misrepresentation.
3. Acceptance. If Tenstorrent determines, in its sole discretion, that the Services or Products do not comply with the Terms (including the specifications), Tenstorrent may reject the non-conforming Services and Products. Upon rejection, Supplier will, at Tenstorrent's option, promptly: (i) correct any failure as soon as practicable (or such other time period agreed in writing); (ii) refund the full amount paid for the rejected items, plus any inspection, test, and transportation charges paid by Tenstorrent; or (iii) replace such rejected items. Payment of invoices will not be deemed acceptance of Services or Products.
Product and Manufacturing Change Control. No change in specification, materials or manufacturing process that may affect fit, form or function is allowed to Products without prior written approval from Tenstorrent.
Software License.
1. License Grant. Supplier, on behalf of itself and its Affiliates, hereby grants to Tenstorrent and its Affiliates a nonexclusive, irrevocable, transferable (to Tenstorrent Affiliates), perpetual (except where a specific term is identified on the PO), paid-up (subject to payment of fees in accordance with any payment schedule agreed in writing), royalty-free, worldwide license to use, import, reproduce, display, perform, distribute, modify, prepare derivative works of, disclose (as necessary), and otherwise exploit the Software and Documentation, and to have others exercise such rights on Tenstorrent’s behalf. “Software” means all software provided by Supplier in connection with the PO, including all firmware, scripts and Updates. “Documentation” means all user guides, manuals, installation instructions, and other written materials provided by Supplier in connection with the Software or the Cloud Services (defined below). “Updates” means updates, bug fixes, patches, enhancements, upgrades, and new versions of or to the Software.
2. Limitations. Tenstorrent shall not decompile, reverse engineer, disassemble, or otherwise attempt to derive Source Code for the Software, except as permitted by law. Tenstorrent shall not remove, obscure, or alter Supplier’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software or Documentation and shall reproduce all titles, trademarks, and copyright and restricted rights notices in any copies of the Software and Documentation. “Source Code” means human-readable computer code, including related programmer comments and procedural language.
Confidential Information.
1. General. Supplier shall maintain the confidentiality of Tenstorrent Confidential Information and may disclose Tenstorrent Confidential Information only to Supplier personnel who have a need to know such Tenstorrent Confidential Information in order for Supplier to provide the Services and Products and who are bound by a written agreement with Supplier that is at least as protective of Tenstorrent's Confidential Information as provided herein. Supplier shall use a reasonable degree of care to protect Tenstorrent Confidential Information and shall not disclose Tenstorrent Confidential Information to any third party without Tenstorrent's prior written consent in each instance. Supplier may disclose Tenstorrent Confidential Information to the extent it is required by law if it makes reasonable efforts to provide prior notice to Tenstorrent and seeks protective treatment of Tenstorrent Confidential Information. Supplier shall not use Tenstorrent Confidential Information for any purpose except to provide the Services and Products and otherwise perform Supplier's obligations hereunder. Supplier shall promptly notify Tenstorrent upon discovery of any unauthorized use or disclosure (or reasonably suspected unauthorized use or disclosure) of Tenstorrent Confidential Information by Supplier or any Subcontractor (as defined in Section 14 below). Supplier shall return or destroy all Tenstorrent Confidential Information within three (3) days of Tenstorrent's request. "TenstorrentConfidential Information" means the existence and subject matter of the PO, all personal data collected, accessed, maintained, used, processed or transferred by or to Supplier under the PO, and any other nonpublic information or material disclosed by Tenstorrent to Supplier in connection with the PO, including information Supplier learns from Tenstorrentpersonnel, through the inspection of Tenstorrentproperty, or that would reasonably under the circumstances be understood to be confidential information.
2. Exclusions. The duties of confidentiality imposed by this Section 8 (Confidential Information) do not apply to any information to the extent that it: (i) is known or becomes known to the public in general, other than as a result of a breach of this Agreement or any other confidentiality agreement; (ii) was known by or in the lawful possession of Supplier prior to receipt from Tenstorrent; (iii) is or has been independently developed or conceived by Supplier without use of or reference to Tenstorrent Confidential Information; or (iv) is or has been provided or made known to Supplier by a third party without a breach of any obligation of confidentiality to Tenstorrent.
3. No Press Release or Publicity. Supplier shall not issue, procure, or permit any third party to issue a press release or other publicity regarding Tenstorrent or its Affiliates, or the PO or its subject matter, without Tenstorrent 's prior written consent. "Affiliates" means any business entity that controls, is controlled by, or is under common control with an entity, where "control" means that the entity possesses, directly or indirectly, the power to direct the management policies of the other entity (whether through ownership of voting securities, an interest in registered capital, by contract, or otherwise).
Intellectual Property.
1. Definitions.
  1. “Intellectual Property Rights” or “IPR” means any and all current and future rights in copyrights, trade secrets, trademarks, mask works, patents, design rights, trade dress, right of privacy or publicity, moral rights, and any other intellectual property rights that may exist anywhere in the world, including, in each case, whether unregistered, registered, or comprising an application for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing
  2. “Project IPR” means all Intellectual Property Rights created, discovered, or developed in the performance of the Services or development of Products for Tenstorrent under the PO, or otherwise created, discovered, or developed using Tenstorrent Confidential Information.
  3. “Supplier Background IPR” means all rights, title, and interest in and to IPR that Supplier acquired, created, discovered, or developed at any time separately and independently of work performed for Tenstorrent (including under the PO).
2. Ownership of Project IPR. Tenstorrent shall own all right, title, and interest in and to any Project IPR, subject only to Supplier Background IPR embodied therein. Supplier hereby assigns, and shall cause its personnel and Affiliates to assign, all such Project IPR to Tenstorrent without reservation. To the extent Supplier Background IPR is incorporated into the Products or Services, Supplier grants Tenstorrent a non-exclusive, irrevocable, perpetual, worldwide, fully paid, royalty-free license (with rights to sublicense and have others exercise such rights on Tenstorrent’s behalf) to use, reproduce, modify, create derivative works of, distribute, sell, import, and otherwise exploit such Background IPR solely as embodied in the Products and Services. Supplier shall cooperate with Tenstorrent to secure, perfect, register, or enforce any Project IPR, including executing documents, obtaining rights from Affiliates and personnel, and providing reasonable assistance. The parties acknowledge their common legal interest in protecting Project IPR, and no privilege shall be waived by information shared for that purpose.
3. Supplier Restrictions. Supplier may use Tenstorrent’s IPR and Confidential Information only as necessary to perform its obligations under the PO.
Warranties.
1. General Warranties. Supplier represents and warrants that: (a) Supplier has the right to grant the rights and licenses contained herein and Supplier’s performance hereunder will not cause Supplier to breach any other agreements; (b) all specifications and other documentation provided by Supplier are complete and accurate; (c) the Services and Supplier’s performance under the PO will conform to all specifications set forth in the PO, comply with all applicable laws and regulations, and will be conducted in a professional and workmanlike manner with a degree of skill, care and timeliness consistent with best industry practices. “Specifications” means the most current version of all specifications and requirements (including schedules) applicable to any Service or Product that Tenstorrent may provide from time to time, and any other descriptions provided by Supplier and approved in writing by Tenstorrent.
2. Product Warranties. Supplier represents and warrants that during the Warranty Period, the Products will conform to the Specifications and be merchantable and free from defects. “Warranty Period” means the period that is three (3) years from the date of delivery of the Products.
3. Counterfeit and Suspect Products. Supplier represents and warrants that it shall not deliver Counterfeit and Suspect Products (as defined below) to Tenstorrent and shall immediately notify Tenstorrent if Supplier becomes aware or suspects that it has delivered Counterfeit or Suspect Products. When requested by Tenstorrent, Supplier shall provide documentation that authenticates the traceability of the affected items. "Counterfeit and Suspect Products" refers to materials that are (i) mislabeled as to source or quality; (ii) falsely labeled as new; (iii) fraudulently stamped or identified as having been produced to high or approved standards; (iv) an authorized copy of a known product within the industry; (v) misrepresented in some way by the Supplier; or (vi) items for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the part is authentic.
Termination.
1. Termination for Cause. Either party may terminate the PO following written notice if the other party: (i) materially breaches any of its obligations hereunder and such breach is not cured (if capable of cure) within thirty (30) days after the date notice was provided; or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or files for or is the subject of a petition in bankruptcy. If Supplier believes that it is about to become or becomes insolvent, is or is about to become subject to a petition in bankruptcy, or misses any debt payments, it shall provide immediate notice (iii) by email and overnight courier to its Tenstorrent contact, and (iv) by overnight courier to Tenstorrent USA, Inc., Attn. Legal, 2600 Great America Way, #501, Santa Clara, CA 95054, United States.
2. Survival. The provisions herein, which by their nature should remain in effect beyond termination of the PO, will survive until fulfilled, including Sections 1 (Relationship with Other Agreements), 3 (Payment Terms), 4 (Taxes), 5 (Inspection and Acceptance), and 7 (Software Licenses) through 18 (General).
3. Transition Services. At Tenstorrent’s request, upon expiration or termination (for any reason) of Supplier’s provision of any Services or Products (including upon any expiration or termination of any PO), Supplier will continue to provide, at a fee (prorated as applicable) not to exceed the agreed upon fees in effect immediately prior to such expiration or termination, the same Services or Products, including all corresponding licenses and support, at no less than the levels and volumes provided immediately prior to expiration or termination, for a period of up to one (1) year following the date of such expiration or termination.
Indemnity. Supplier will indemnify, defend, and hold harmless Tenstorrent and its Affiliates, and its and their directors, officers, employees, agents, representatives, successors, assigns, and customers from and against all liabilities, expenses, suits, claims, actions, demands, judgments, settlements, costs, losses, fines and penalties, including but not limited to attorney fees, costs and expenses of litigation (“Claims”), that arise out of or are related to: (a) Services, Products, or other performance of obligations under the PO, or any portion thereof, on their own or in combination with other services and products, or the use of the foregoing by Tenstorrent, infringe any third-party’s Intellectual Property Rights; (b) the Services, Products, or other performance of obligations under the PO caused personal injury or property damage; (c) arise or are alleged to have arisen as a result of negligent or intentional acts or omissions of Supplier or Supplier’s personnel, or a breach by Supplier of any of these Terms.
Insurance. Supplier shall maintain health, auto, workers' compensation, unemployment compensation, disability, general liability, errors and omissions, and other insurance, as required by law or common practice in Supplier's industry, whichever affords greater coverage, together with adequate coverage (on a replacement cost basis) for any Tenstorrent property under the care, custody, or control of Supplier. Upon request, Supplier shall provide Tenstorrent certificates of insurance or evidence of coverage.
Subcontractors. Supplier may subcontract the performance of its obligations under the PO to an entity (a “Subcontractor”) provided that, with respect to each Subcontractor, Supplier: (a) first obtains Tenstorrent ’s written consent; and (b) has entered into agreements sufficient to ensure such Subcontractor’s compliance with the Terms (including the confidentiality requirements in Section 8 (Confidential Information) and Section 9 (Intellectual Property)). Supplier shall be directly liable for and shall indemnify and hold Tenstorrent harmless from and against any liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Tenstorrent related to any breach of these Terms by a Subcontractor.
Support. Supplier shall provide, at no cost to Tenstorrent, all technical, operational, and informational support relating to the Services and Products that Tenstorrent deems necessary to use the Services or Products.
Audits. Supplier shall maintain all records, contracts, and accounts related to the Services and Products during the term of the PO and for three years thereafter. During the term of the PO and for three years thereafter, Tenstorrent or an independent certified public accountant reasonably acceptable to Supplier may, at any time, audit Supplier's records (including electronic records) to verify that Supplier has complied with its obligations under the PO. Supplier shall promptly provide to Tenstorrent or the auditor any information and documentation Tenstorrent or the auditor may reasonably request in connection with such audit or inspection in the format requested. Supplier shall make Supplier personnel who are knowledgeable of the relevant records and business practices available for such audit.
Dispute Resolution.
1. Governing Law; Venue. This Agreement will be construed under the laws of the State of California other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California.Each party irrevocably consents to the exclusive personal jurisdiction of the state or federal courts located in San Francisco, California for any matter arising out of or relating to this Agreement.Each party hereby submits to the jurisdiction of these courts, acknowledges that venue is proper in such courts, agrees to file all pleadings in such courts, and waives any objection to venue there.THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
2. Arbitration. Any claim will be resolved through arbitration conducted by the ICC International Court of Arbitration under its then-applicable Arbitration Rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. The arbitrator will, among other things, have the power to rule on the arbitrator’s own jurisdiction, including any objection with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any Claim. For any hearing conducted in person as part of the arbitration, such hearing will be conducted in Santa Clara, California, USA. The decision of the arbitrator on all matters relating to a Claim will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction. If or any reason a Claim proceeds in court rather than in arbitration notwithstanding the arbitration agreement set forth in this Section 17(b) (Arbitration), the parties agree that such Claim will be brought only in a court of competent jurisdiction in Santa Clara County, California, USA. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to such Claim.
General.
1. Quality Assurance. Supplier warrants that it has, and will continue to maintain, an adequate quality control and assurance program for the delivery of all Services and Products, including the creation and retention of appropriate reports, certificates, affidavits, and other records related thereto. Supplier shall promptly notify Tenstorrent of any changes to its quality control and assurance program or to such reports, certificates, affidavits, or records. Upon Tenstorrent’s request, and at no additional cost, Supplier will promptly provide authenticated copies of such documents, together with any applicable certificates of conformance or compliance acceptable to Tenstorrent, at the time of or promptly following delivery.
2. Future Adjustments. The parties acknowledge that the pricing set forth in this PO may be subject to an ongoing dispute between the parties regarding the proper calculation of such pricing provided that any such dispute shall be limited solely to potential reductions in such pricing, and shall not serve as a basis for any increase in pricing or additional charges. Tenstorrent may be issuing this PO, and Supplier may accept it, solely to avoid delay or disruption to delivery of the Products. Accordingly, the inclusion of pricing in this PO shall not be deemed to constitute agreement on, or acceptance of, the proper calculation of such pricing, and Tenstorrent expressly reserves all rights to challenge such pricing and to obtain downward adjustments, including seeking reimbursement or credit for any amounts paid in excess of the properly calculated price. The parties agree to continue to work in good faith to resolve the pricing dispute, and any agreed resolution shall only result in a reduction of the pricing set forth in this PO and shall be applied retroactively (including through refunds or credits, as applicable).
3. Liens. Supplier represents and warrants that no lien, encumbrance or security interest will be filed by Supplier or anyone claiming through or under Supplier against Tenstorrent or the Products and/or Services with respect to the Products and/or Services furnished under this Agreement.
4. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
5. Compliance with Laws. Supplier shall comply with all applicable laws and regulations in performing its obligations under the PO, including all applicable employment, labor, and human rights, data privacy, health and safety, tax, customs, Trade Laws (as defined below), and environmental laws and regulations.
6. Export Control. Without limiting the generality of Section 18(d), the Products and Services may be subject to applicable trade laws in one or more countries. Supplier will comply with all relevant laws and regulations applicable to the import or export of the Products and Services, including but not limited to, trade laws and regulations such as the U.S. Export Administration Regulations or other end-user, end use, and destination restrictions by the U.S. and other governments, as well as sanctions regulations administered by the U.S. Office of Foreign Assets Control (“Trade Laws”). Tenstorrent may suspend or terminate this Agreement immediately to the extent that Tenstorrent reasonably concludes that continued performance would violate Trade Laws or put it at risk of becoming subject to sanctions or penalties under Trade Laws. Supplier is responsible for ensuring compliance with the transfer or re-transfer of intangible items, such as technology. Supplier agrees to provide Tenstorrent with the import/export control classifications and information, including documentation, on the applicable import, export, or re-export authorizations, and all necessary information about the Items for any required import, export or re-export procedures and/or licenses, without additional cost to Tenstorrent.
7. Data Privacy. Supplier represents, warrants, and undertakes that all processes, services, and handling of personal data received, accessed, or otherwise processed on behalf of Tenstorrent (including personal data of Tenstorrent’s employees, customers, or suppliers) shall comply with all applicable federal, state, and international data protection and privacy laws, together with all implementing regulations and secondary legislation, as amended from time to time (“Privacy Laws”). Supplier shall process personal data solely as necessary to perform its obligations under this Agreement and for no other purpose. Where required, Supplier shall promptly enter into a data processing agreement with Tenstorrent to ensure ongoing compliance and protection of individuals’ personal data.
  
  Supplier shall immediately notify Tenstorrent in writing of: (i) any actual, suspected, or threatened breach of this Section; and (ii) any inquiry, complaint, or request by an individual, regulator, or other third party relating to personal data or Tenstorrent’s obligations under the Privacy Laws. Supplier shall fully cooperate and provide all reasonable assistance to Tenstorrent in responding to or resolving any such matter. In the event of any non-compliance with Privacy Laws, a breach of this Section, or a violation of any applicable data processing agreement, Tenstorrent may terminate this Agreement immediately upon written notice without liability. Supplier shall, at its own cost, promptly take all corrective actions required by applicable law (including notifications, remediation, and mitigation measures) and any additional steps reasonably requested by Tenstorrent to protect affected individuals and Tenstorrent’s interests.
8. Tenstorrent Property. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, software, equipment, and any other items provided to Supplier by or on behalf of Tenstorrent, or paid for or reimbursed by Tenstorrent (collectively, the “Tenstorrent Property”), will remain the sole property of Tenstorrent. Supplier shall clearly mark or otherwise identify Tenstorrent Property and maintain accurate records of it, which shall be made available to Tenstorrent upon request. Any Tenstorrent Property provided for processing is consigned to Supplier solely for that purpose and shall not be used for any other purpose. Supplier shall not commingle, move, or alter Tenstorrent Property without Tenstorrent’s prior written consent. While in Supplier’s custody or control, Tenstorrent Property shall be held at Supplier’s risk, free of all liens, encumbrances, and security interests, and insured at Supplier’s expense for its full replacement value with loss payable to Tenstorrent. Tenstorrent may remove or require the return of any Tenstorrent Property at any time.
9. Force Majeure. No party shall be liable for delay or failure to fulfill its obligations under the PO to the extent directly caused by an act of God that was unforeseeable, beyond its reasonable control, and not caused by its fault or negligence (a “Force Majeure Event”), so long as the non-performing party (a) provides notice to the other party promptly (but no later than five (5) days after becoming aware of the Force Majeure Event); (b) uses all reasonable efforts to avoid, remove, or mitigate the cause(s) of nonperformance including taking all steps necessary to minimize the impact of the Force Majeure Event; (c) with respect to Supplier, complies with any additional obligations agreed from time to time relating to business continuity commitments and Supplier’s obligations to Tenstorrent in connection with a supply constraint; (d) suspends performance only for the period of time necessary as a result of such Force Majeure Event; (e) resumes performance as quickly as possible and (vi) continues performance of all obligations that are not excused by the Force Majeure Event. The notice referred to above must describe, in detail, the impact on performance and the plan to avoid, remove, or mitigate such causes of non-performance. The doctrines of impossibility and impracticability shall not apply to the PO. For the avoidance of doubt, Force Majeure Events will not include financial distress nor the inability of a party to make a profit or avoid a financial loss, changes in market prices or conditions, or a party's financial inability to perform its obligations.
10. Assignment. Supplier may not assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of Tenstorrent except in the case of a merger, acquisition, or sale of substantially all the assets.Tenstorrent may assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the Supplier's consent.Any purported assignment in violation of this Section shall be null and void. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11. Bankruptcy. In the event of any proceeding by or against either party under any law relating to bankruptcy, insolvency, or reorganization or relief of the debtors, all rights, licenses, and covenants granted hereunder will continue without termination, rejection, or avoidance by virtue of such proceeding. If a proceeding is instituted by or against either party under any law relating to bankruptcy, insolvency, or reorganization or relief of the debtors, the other party may retain and exercise all of its rights and elections under the U.S. Bankruptcy Code (including, to the extent applicable, the provisions of Section 365(n) of 11 U.S.C. § 101 (et seq.).
12. Third-Party Beneficiaries. Nothing in this Agreement confers any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
13. Amendment. This Agreement may not be amended except in a writing executed by an authorized representative of each party.
14. Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
15. No Waiver. The failure of either party to require strict performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.