Tenstorrent Academic Grant

Terms of Use

PLEASE READ THESE TENSTORRENT ACADEMIC GRANT TERMS OF USE (“TERMS OF USE”) CAREFULLY. THESE TERMS OF USE IS A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND TENSTORRENT USA, INC. (“TENSTORRENT” “WE” OR “US”) AND GOVERNS PARTICIPATION IN THE TENSTORRENT ACADEMIC GRANT (THE “ACADEMIC GRANT”) PROVIDED BY TENSTORRENT. BY PARTICIPATING IN THE ACADEMIC GRANT, YOU REPRESENT THAT: (1) YOU, HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TENSTORRENT; (3) YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO COMPREHENSIVE SANCTIONS NOR ARE YOU INCLUDED ON ANY DENIED PARTY LISTING PUBLISHED BY U.S. OR EU GOVERNMENTAL AUTHORITIES; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU ARE EMPLOYED BY OR AFFILIATED WITH (INCLUDING AS A STUDENT). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT PARTICIPATE IN THE ACADEMIC GRANT PROCESS.

PLEASE BE AWARE THAT SECTION 7 OF THESE TERMS OF USE BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE DATE ON WHICH YOU FIRST SUBMIT AN APPLICATION TO THE ACADEMIC GRANT OR OTHERWISE INDICATE YOUR ACCEPTANCE OF THESE TERMS, WHICHEVER IS EARLIER (“EFFECTIVE DATE”). IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Your use of, and participation in, the Academic Grant may be subject to additional terms that may be communicated to you (collectively, “Supplemental Terms”). Submitting an application does not obligate Tenstorrent to review, accept, or fund any application, or to enter into any agreement, and Tenstorrent may accept or reject any application in its sole discretion. If Tenstorrent elects to award a grant, Your receipt of the grant is conditioned on Your execution of a Sponsored Research Agreement (the "SRA") between You (or Your institution, as applicable) and Tenstorrent. Where hardware is provided as a donation, a separate donation or equipment letter may also apply. These Terms are intended to complement, not replace, any SRA or donation letter. In the event of a conflict between these Terms and a signed SRA or donation letter, the signed agreement controls with respect to its subject matter. The Terms of Use and any applicable Supplemental Terms are collectively referred to herein as the “Terms.” PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY TENSTORRENT IN ITS SOLE DISCRETION AT ANY TIME.

Academic Grant
1. Generally. The Academic Grant is intended to help developers deepen their engagement with Tenstorrent technology and the broader AI acceleration community.
2. Eligibility. To be eligible for the Academic Grant, you must: (a) be a researcher at a university or degree-granting research institution, or a student pursuing a graduate degree with a cooperating faculty member named in the application; and (b) not be an employee of Tenstorrent, or be an immediate family member (spouse, domestic partner, child, or sibling) of an employee of Tenstorrent; (c) be able to comply with these Terms and any applicable SRA or donation letter, including on behalf of your institution where institutional commitment is required; (d) use Academic Grant resources solely for academic research and educational purposes as described in your approved proposal and (e) meet Tenstorrent’s internal eligibility standards (collectively, the “Eligibility Requirements”). Tenstorrent may update the Eligibility Requirements at any time, at its sole discretion.
3. Applicant Information. In connection with your application to and participation in the Academic Grant, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by Tenstorrent ("Your Data"); and (b) maintain and promptly update Your Data as necessary to keep it true, accurate, current and complete. If any information you provide is untrue, inaccurate, not current, or incomplete, Tenstorrent may, in its sole discretion, reject your application or terminate your participation in the Academic Grant, in addition to any other rights or remedies available to it. Award, funding, disbursement, and any obligation to return awarded funds are governed by the applicable SRA.
4. Grant Awards. You understand that all determinations of whether you meet the Eligibility Requirements and the grant award amounts are final, and are not subject to any appeal or contest.
5. Use of Grant Funds. You agree not to use any funds provided under the Academic Grant in any way that would violate applicable laws or regulations, including in any manner that would constitute bribery, an illegal kickback, an illegal campaign contribution, or any other violation of applicable anti-corruption, political activity, or other laws.
6. Confidentiality. Neither party will disclose to any third party any Confidential Information provided by the other party, except: (a) as required by law, rule, or regulation, (b) in order to comply with the order of a court or other governmental body, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order and/or (c) that a party may disclose Confidential Information to its accountants and legal, financial and marketing advisors, as well as to actual and prospective lenders, investors, acquirors or other parties conducting due diligence on such party, provided that such recipients agree to treat such information as confidential. “Confidential Information” is any information that a party knows, or reasonably should have known, was considered confidential information of the other party. The terms, but not the existence, of this Agreement, are deemed Confidential Information.
7. Suspension and Termination. Tenstorrent may withdraw or decline any application or award, at any time and for any reason or no reason, in its sole discretion, with or without notice. Without limiting the foregoing, Tenstorrent may take such action if it believes that you have violated or may violate these Terms, that your continued participation may create legal, regulatory, reputational, or security risk to Tenstorrent, or that you no longer meet the Eligibility Requirements. Upon suspension or termination, your right to participate in the Academic Grant will immediately cease. Termination of your participation does not entitle you to any payment, compensation, or reimbursement, and does not limit any other rights or remedies available to Tenstorrent. Sections relating to indemnification, disclaimers, limitation of liability, ownership, confidentiality, and dispute resolution survive any termination of your participation or of these Terms.
Ownership.
1. License to Your Data. You grant Tenstorrent a non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes providing the Academic Grant. You agree that you, not Tenstorrent, are responsible for all of Your Data that you make available in connection with the Academic Grant.
2. Tenstorrent Marks. You may not use any Tenstorrent trade names, trademarks, service marks, and logos (“TT Marks”) in connection with participating in the Academic Grant, including in connection with your use of grant funds without Tenstorrent’s prior written approval.
Indemnification.

You agree to indemnify and hold Tenstorrent, and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Tenstorrent Parties”) harmless from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Data, including any inaccuracies therein; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Tenstorrent reserves the right, at their own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tenstorrent in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms, or your participating in the Academic Grant.
Disclaimer of Warranties and Conditions.
1. AS-IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR PARTICIPATION IN THE ACADEMIC GRANT IS AT YOUR SOLE RISK, AND THE ACADEMIC GRANT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TENSTORRENT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
2. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE TENSTORRENT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE TENSTORRENT PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES. WE ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OF ANY THIRD-PARTY SERVICES OR INFORMATION.
LIMITATION OF LIABILITY.
1. DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE TENSTORRENT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACADEMIC GRANT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING SHALL NOT APPLY TO LIABILITY OF A TENSTORRENT PARTY FOR ANY INJURY CAUSED BY A TENSTORRENT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE TENSTORRENT PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TENSTORRENT PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY A TENSTORRENT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A TENSTORRENT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
3. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
Remedies.
1. Violations. If Tenstorrent becomes aware of any possible violations by you of the Terms, Tenstorrent reserves the right to investigate such violations. If, as a result of the investigation, Tenstorrent believes that criminal activity has occurred, Tenstorrent reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Tenstorrent is entitled, except to the extent prohibited by applicable law, to disclose any information or materials provided by you in connection with the Academic Grant, including Your Data to: (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Data violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Tenstorrent, its users or the public, and all enforcement or other government officials, as Tenstorrent in its sole discretion believes to be necessary or appropriate.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Tenstorrent and limits the manner in which you can seek relief from us.
1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or participation in the Academic Grant, or to any aspect of your relationship with Tenstorrent, will be resolved by binding arbitration, rather than in court, except that: (1) you may assert claims in small claims court if your claims qualify; and (2) you or Tenstorrent may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of the Terms or any prior version of the Terms.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: Tenstorrent USA, Inc.,Attn: Legal:2600 Great America Way, Suite 501, Santa Clara, CA 95054. Arbitration shall be administered by the American Arbitration Association and not in a court of law, in accordance with its Arbitration Rules & Procedures, effective at the time a claim is made. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator shall have exclusive authority to: (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Tenstorrent. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND TENSTORRENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tenstorrent are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 7.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would.However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER APPLICANT OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco, California. All other claims shall be arbitrated.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by sending an email to notice@tenstorrent.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Tenstorrent account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement, such as “I opt out of arbitration”. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. Severability.Except as provided in Section 7.5 above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement.This Arbitration Agreement will survive the termination of your relationship with Tenstorrent.
9. Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if Tenstorrent makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by sending Tenstorrent an email to notice@tenstorrent.com.
General Provisions.
1. Electronic Communications. The communications between you and Tenstorrent use electronic means, whether you visit the Services or send emails to the Tenstorrent, or whether Tenstorrent posts notices on the Services or communicates with you via e-mail or text message. For contractual purposes, you: (1) consent to receive communications from Tenstorrent in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Tenstorrent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
2. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Tenstorrent’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
3. Independent Relationship. Participation in the Academic Grant does not create any partnership, joint venture, agency, or employment relationship between Tenstorrent and You. Each party is an independent entity.
4. Force Majeure. Tenstorrent shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes or shortages of labor.
5. Exclusive Venue. To the extent the parties are permitted under the Terms to initiate litigation in a court, both you and Tenstorrent agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.
6. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
7. Notice. Where Tenstorrent requires that you provide an e-mail address, you are responsible for providing Tenstorrent with your most current e-mail address. In the event that the last e-mail address you provided to Tenstorrent is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Tenstorrent’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Tenstorrent at the following e-mail address: notice@tenstorrent.com Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Tenstorrent.
8. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9. Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Tenstorrent Academic Grant

Terms of Use

Academic Grant
1. Generally. The Academic Grant is intended to help developers deepen their engagement with Tenstorrent technology and the broader AI acceleration community.
2. Eligibility. To be eligible for the Academic Grant, you must: (a) be a researcher at a university or degree-granting research institution, or a student pursuing a graduate degree with a cooperating faculty member named in the application; and (b) not be an employee of Tenstorrent, or be an immediate family member (spouse, domestic partner, child, or sibling) of an employee of Tenstorrent; (c) be able to comply with these Terms and any applicable SRA or donation letter, including on behalf of your institution where institutional commitment is required; (d) use Academic Grant resources solely for academic research and educational purposes as described in your approved proposal and (e) meet Tenstorrent’s internal eligibility standards (collectively, the “Eligibility Requirements”). Tenstorrent may update the Eligibility Requirements at any time, at its sole discretion.
3. Applicant Information. In connection with your application to and participation in the Academic Grant, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by Tenstorrent ("Your Data"); and (b) maintain and promptly update Your Data as necessary to keep it true, accurate, current and complete. If any information you provide is untrue, inaccurate, not current, or incomplete, Tenstorrent may, in its sole discretion, reject your application or terminate your participation in the Academic Grant, in addition to any other rights or remedies available to it. Award, funding, disbursement, and any obligation to return awarded funds are governed by the applicable SRA.
4. Grant Awards. You understand that all determinations of whether you meet the Eligibility Requirements and the grant award amounts are final, and are not subject to any appeal or contest.
5. Use of Grant Funds. You agree not to use any funds provided under the Academic Grant in any way that would violate applicable laws or regulations, including in any manner that would constitute bribery, an illegal kickback, an illegal campaign contribution, or any other violation of applicable anti-corruption, political activity, or other laws.
6. Confidentiality. Neither party will disclose to any third party any Confidential Information provided by the other party, except: (a) as required by law, rule, or regulation, (b) in order to comply with the order of a court or other governmental body, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order and/or (c) that a party may disclose Confidential Information to its accountants and legal, financial and marketing advisors, as well as to actual and prospective lenders, investors, acquirors or other parties conducting due diligence on such party, provided that such recipients agree to treat such information as confidential. “Confidential Information” is any information that a party knows, or reasonably should have known, was considered confidential information of the other party. The terms, but not the existence, of this Agreement, are deemed Confidential Information.
7. Suspension and Termination. Tenstorrent may withdraw or decline any application or award, at any time and for any reason or no reason, in its sole discretion, with or without notice. Without limiting the foregoing, Tenstorrent may take such action if it believes that you have violated or may violate these Terms, that your continued participation may create legal, regulatory, reputational, or security risk to Tenstorrent, or that you no longer meet the Eligibility Requirements. Upon suspension or termination, your right to participate in the Academic Grant will immediately cease. Termination of your participation does not entitle you to any payment, compensation, or reimbursement, and does not limit any other rights or remedies available to Tenstorrent. Sections relating to indemnification, disclaimers, limitation of liability, ownership, confidentiality, and dispute resolution survive any termination of your participation or of these Terms.
Ownership.
1. License to Your Data. You grant Tenstorrent a non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes providing the Academic Grant. You agree that you, not Tenstorrent, are responsible for all of Your Data that you make available in connection with the Academic Grant.
2. Tenstorrent Marks. You may not use any Tenstorrent trade names, trademarks, service marks, and logos (“TT Marks”) in connection with participating in the Academic Grant, including in connection with your use of grant funds without Tenstorrent’s prior written approval.
Indemnification.

You agree to indemnify and hold Tenstorrent, and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Tenstorrent Parties”) harmless from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Data, including any inaccuracies therein; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Tenstorrent reserves the right, at their own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tenstorrent in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms, or your participating in the Academic Grant.
Disclaimer of Warranties and Conditions.
1. AS-IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR PARTICIPATION IN THE ACADEMIC GRANT IS AT YOUR SOLE RISK, AND THE ACADEMIC GRANT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TENSTORRENT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
2. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE TENSTORRENT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE TENSTORRENT PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES. WE ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OF ANY THIRD-PARTY SERVICES OR INFORMATION.
LIMITATION OF LIABILITY.
1. DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE TENSTORRENT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACADEMIC GRANT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING SHALL NOT APPLY TO LIABILITY OF A TENSTORRENT PARTY FOR ANY INJURY CAUSED BY A TENSTORRENT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE TENSTORRENT PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TENSTORRENT PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY A TENSTORRENT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A TENSTORRENT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
3. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
Remedies.
1. Violations. If Tenstorrent becomes aware of any possible violations by you of the Terms, Tenstorrent reserves the right to investigate such violations. If, as a result of the investigation, Tenstorrent believes that criminal activity has occurred, Tenstorrent reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Tenstorrent is entitled, except to the extent prohibited by applicable law, to disclose any information or materials provided by you in connection with the Academic Grant, including Your Data to: (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Data violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Tenstorrent, its users or the public, and all enforcement or other government officials, as Tenstorrent in its sole discretion believes to be necessary or appropriate.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Tenstorrent and limits the manner in which you can seek relief from us.
1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or participation in the Academic Grant, or to any aspect of your relationship with Tenstorrent, will be resolved by binding arbitration, rather than in court, except that: (1) you may assert claims in small claims court if your claims qualify; and (2) you or Tenstorrent may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of the Terms or any prior version of the Terms.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: Tenstorrent USA, Inc.,Attn: Legal:2600 Great America Way, Suite 501, Santa Clara, CA 95054. Arbitration shall be administered by the American Arbitration Association and not in a court of law, in accordance with its Arbitration Rules & Procedures, effective at the time a claim is made. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator shall have exclusive authority to: (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Tenstorrent. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND TENSTORRENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tenstorrent are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 7.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would.However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER APPLICANT OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco, California. All other claims shall be arbitrated.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by sending an email to notice@tenstorrent.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Tenstorrent account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement, such as “I opt out of arbitration”. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. Severability.Except as provided in Section 7.5 above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement.This Arbitration Agreement will survive the termination of your relationship with Tenstorrent.
9. Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if Tenstorrent makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by sending Tenstorrent an email to notice@tenstorrent.com.
General Provisions.
1. Electronic Communications. The communications between you and Tenstorrent use electronic means, whether you visit the Services or send emails to the Tenstorrent, or whether Tenstorrent posts notices on the Services or communicates with you via e-mail or text message. For contractual purposes, you: (1) consent to receive communications from Tenstorrent in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Tenstorrent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
2. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Tenstorrent’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
3. Independent Relationship. Participation in the Academic Grant does not create any partnership, joint venture, agency, or employment relationship between Tenstorrent and You. Each party is an independent entity.
4. Force Majeure. Tenstorrent shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes or shortages of labor.
5. Exclusive Venue. To the extent the parties are permitted under the Terms to initiate litigation in a court, both you and Tenstorrent agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.
6. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
7. Notice. Where Tenstorrent requires that you provide an e-mail address, you are responsible for providing Tenstorrent with your most current e-mail address. In the event that the last e-mail address you provided to Tenstorrent is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Tenstorrent’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Tenstorrent at the following e-mail address: notice@tenstorrent.com Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Tenstorrent.
8. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9. Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.