READ THESE TERMS AND CONDITIONS (“Terms”) PRIOR TO SUBMITTING AN ORDER.

YOU ARE BOUND BY THEM!

By submitting an Order, You, the purchaser (which also means the entity on whose behalf you act; together with Tenstorrent USA, Inc. and its affiliates (“Tenstorrent”) are referred to individually as a “Party” and collectively as the “Parties”) agree to be bound by and accept these Terms. If you are an individual acting for an incorporated entity, You warrant that You have the authority to bind the entity to these Terms. These Terms are incorporated in all Orders by reference and constitute Tenstorrent’s offer to sell certain hardware products (“Products”) to You and are binding upon by completion of a purchase order.

ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS WHICH MAY APPEAR IN ANY COMMUNICATION (INCLUDING ANY ORDER) FROM YOU, WHETHER SENT PRIOR TO, CONTEMPORANEOUSLY WITH OR AFTER ACCEPTANCE ARE HEREBY EXPRESSLY OBJECTED TO AND SHALL NOT BE EFFECTIVE OR BINDING UNLESS SPECIFICALLY AGREED TO IN WRITING BY TENSTORRENT. 

Termination for Breach. To the extent permitted by applicable law, We may terminate this Agreement immediately on written notice if (a) You are in material breach of the Agreement after receipt of written notice of the breach or (b) You cease business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

Termination Due to Applicable Law; Violation of Laws. We may terminate this Agreement immediately on written notice if We reasonably believe that (a) continued use by You would violate applicable law(s) or (b) You have violated or caused Tenstorrent to violate any Anti-Bribery Laws or Export Control Laws.

Taxes. You are responsible for all taxes related to any purchase and for any duties or other fees for the import of the Product(s), if applicable, including but not limited to all sales taxes, value-added taxes, import taxes/customs/duties, and any other similar taxes or fees imposed by any governmental entity. Where applicable or required by law, Tenstorrent will collect Taxes from you and remit it to the tax authority in Tenstorrent USA, Inc.’s name.  Otherwise, you may be required to self-assess and self-remit Taxes to your tax authority, depending on local regulations.

Proprietary rights. Subject only to the software licenses expressly granted below, Tenstorrent reserves all Intellectual Property Rights in the Marks and the Products. You shall not disassemble, reverse translate, decompile or in any other manner decode the Products and/or Parts except to the extent that the foregoing restriction is expressly prohibited by applicable law. You acknowledge and agree that no licenses or rights under any of the Intellectual Property Rights of Tenstorrent or its Affiliates are given or intended to be granted expressly, by implication, or by estoppel to You unless otherwise provided for in these Terms.

Software Licenses.  Software provided by Tenstorrent for use on the Products is provided under the following license terms. Tenstorrent hereby grants You, and any of Your customers who purchase a Product from You, the non-exclusive, non-transferable, limited right to use such software, only in object format, only in the form provided by Tenstorrent, and only for the purpose of using the Product. Notwithstanding the foregoing, certain portions of such software are provided under Tenstorrent or third party open source software licenses. The source code and license notices for such software is available at https://github.com/tenstorrent. You acknowledge receiving such notices and access thereto. To the extent any restriction or limitation in these Terms conflict with such open source licenses, the open source licenses will prevail as to the software provided thereunder. 

Suggestions.  If You provide Tenstorrent with any suggestions, comments or other feedback relating to any aspect of the Products (“Feedback”) You hereby grant Tenstorrent a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to fully exploit such Feedback in the Products.

Limitation of Liability.  NEITHER TENSTORRENT NOR ITS LICENSORS, RESELLERS, DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER SIMILAR DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. TENSTORRENT IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. THE PRODUCT(S) ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS PRODUCTS FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE PRODUCT(S) COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.  TENSTORRENT’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER, AND THAT OF TENSTORRENT’S LICENSORS, DEALERS, RESELLERS SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH.

ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE OF FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY TENSTORRENT AND WAIVED BY YOU.

Acceptable Use Policy; Export Laws Regarding Tenstorrent Products.  You shall not sell, re-export, divert, distribute, transfer or otherwise make available, directly or indirectly, goods, technology or software supplied to it by Tenstorrent to any destination, end-user or for any end-use prohibited by the economic sanctions laws, trade sanctions laws or export controls laws of Canada, the United States, the European Union (including its Member States), and/or the United Kingdom, or to any other person or entity if it has reason to believe that the person or entity will transfer the goods directly or indirectly to a prohibited destination or end user, or for a prohibited end use. You shall adopt and maintain adequate controls to ensure compliance with its obligations in this paragraph, including but not limited to screening of its customers or consignees against sanctions lists or other restricted party lists maintained by Canada, the United States, the European Union, the United Kingdom, and the United Nations, and for potential diversion to or for use in any prohibited destination, end-user or end-use. For the avoidance of doubt, where You are the ‘exporter’ of any of goods, technology or software supplied to it by Tenstorrent, to any destination, end-user or for any end-use, You shall be solely responsible for obtaining any applicable export control license, authorization or permit, as required under the export control laws of Canada, the United States, the European Union (including its Member States), and the United Kingdom. Tenstorrent shall not be liable in the event that You fail to obtain any such required export control license, authorization or permit. 

Entire Agreement. These Terms (including the End Use Statement as incorporated into these Terms if applicable), together with the applicable Order and/or Acceptance are the entire agreement between You and Tenstorrent.

Assignment. You may not assign Your rights and/or obligations under these Terms without Tenstorrent’s prior written consent. Tenstorrent may assign Tenstorrent’s rights and/or obligations under these Terms at any time without notice.

Severability and Waiver. If any provision of these Terms is held to be unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. The failure of Tenstorrent to act with respect to a breach of these Terms by You does not constitute a waiver and shall not limit Tenstorrent’s rights with respect to such breach or any subsequent breaches. 

Governing Law. These Terms shall be governed by the laws of the State of California, USA and the laws therein, excluding any choice of law principles.  The United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing such Convention, shall not apply to these Terms. You consent and attorn to the exclusive jurisdiction of courts within the State of California and waive trial by jury.