Purchase Terms and Conditions

By submitting an Order or accepting Products, You 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. ANY ADDITIONAL OR DIFFERENT TERMS 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. THESE TERMS APPLY TO THE EXCLUSION OF ANY TERMS YOU SEEK TO IMPOSE, OR THAT MAY BE IMPLIED BY USE OF TRADE, CUSTOM, PRACTICE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. YOUR ACCEPTANCE OF ANY OFFER BY TENSTORRENT IS LMITED TO THESE TERMS ONLY. 1. Price. The price for the Product is the price stated on the applicable Order Confirmation. If the applicable Order Confirmation does not state a price, then the price is set out in the price list made available by Tenstorrent (either on its webpage or via a quotation) at the time Tenstorrent accepted the Order. Prices are exclusive of all shipping fees and Transaction Taxes, which You must pay. 2. Delivery & Shipping Terms. Tenstorrent will decide, at its discretion, the applicable shipping, title transfer, and delivery terms based on the delivery destination. You are responsible to pay for the shipping and delivery fees. Unless specified otherwise by Tenstorrent, title to Products will transfer to You at the same time as the risk in the Products transfers to You in accordance with the Incoterm identified in the applicable Order Acknowledgment. 3. Product Availability. Delivery dates and Product quantity availability, as described in the Order Confirmation (or as otherwise communicated to You), are estimates only. Tenstorrent will make reasonable efforts to deliver Products in accordance with the dates communicated to You; however, Tenstorrent is not liable for any failure to deliver where or when estimated. If, for whatever reason, Tenstorrent experiences Product shortages, Tenstorrent may hold or allocate Products among its customers as Tenstorrent considers appropriate. 4. No Cancellation. Each Order is binding on You and You may not cancel or reschedule. 5. Limited Product Warranty. Tenstorrent warrants to You that, on delivery, the Product will be free from material defects in material and workmanship and will materially conform to Tenstorrent’s published specifications for six (6) months from the date of shipment to You by Tenstorrent. This warranty is subject to Sub-sections 5.A thru 5.F below. For the avoidance of doubt, this limited product warranty does not apply to: normal wear and tear; repair or replacement if You are dissatisfied with the Product; damage due to Your misuse or use of the Product outside of the specifications published by Tenstorrent (for instance, on its website or in the Product box); improper maintenance; incorrect installation; improper or inadequate calibration of the Product; errors resulting from incorporation or combination of the Product into or with any other product, service or system interoperability; use of software other than that made available by Tenstorrent; failure to use any software other than the most up-to-date release made available by Tenstorrent on its public GitHub; or failure to apply specification updates, errata, modifications or corrections made available by Tenstorrent via either delivery to you on Discord or via an update to the materials supplied on its webpage. A. If You make a valid warranty claim under Section 5.B, Tenstorrent will, at its sole option and expense and within a reasonable period from Tenstorrent’s receipt of the defective Product: i. repair the defect in the Product; or ii. correct any material non-conformance to Tenstorrent’s published specifications; or iii. replace the non-conforming Product with a Product of equal or better functional performance; or iv. refund or credit to Your account the purchase price paid by You. B. To receive the benefit of the remedy enumerated in Section 5.A, the following must occur: i. You must contact support@tenstorrent.com and, in Your e-mail, provide a written explanation of the non-compliance with the warranty set out in Section 5; and ii. based on Your explanation, Tenstorrent must be satisfied that the claimed non- compliance exists and Tenstorrent must not have excluded the defect as errata, update, or change to the specification. C. No Fault Found Fee. Returned Products that are not defective, that are not subject to limited warranty coverage as described in this Section 5, or that contain missing or damaged parts, will be returned to You at Your sole expense, without credit, repair, or replacement. In addition to You paying for the expenses for Tenstorrent to return the Product to you, Tenstorrent reserves its rights to charge You a reasonable fee of up to $500 for each Product that is not found to be defective before Tenstorrent will return the Product to You. D. Disclaimer. The warranties, conditions, other terms and remedies provided in this Contract are instead of any other warranty or condition, express, implied or statutory, including, those regarding merchantability, fitness for any particular purpose, noninfringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Tenstorrent does not assume (and does not authorize any person to assume on its behalf) any other liability. The warranties, conditions, and remedies provided in the Contract are not subject to assignment by You, transfer or pass-through to Your direct or indirect customers and any attempted assignment or transfer is void. E. Exclusive Remedy. This Section 5 states Your sole and exclusive remedy—and Tenstorrent’s sole and exclusive liability—with respect to Products sold to You by Tenstorrent. In no event will Tenstorrent be liable for any monetary damages or other costs associated with warranty claims whether for the replacement or repair of Products, including labor, installation or other costs incurred by You. F. Miscellaneous. Some states and countries do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. This warranty gives you specific legal rights, and You may have other rights which vary from state to state and country to country. Consumers have legal rights under applicable national legislation governing the sale of consumer goods. This warranty does not affect those rights. 6. Product & Specification Changes, Errata. Tenstorrent reserves the right to, in its sole discretion, change or modify the Product, including changing the specifications for the Product or issuing an errata, at any time including after Product delivery or after Your making a warranty claim. Tenstorrent will use reasonable efforts to notify You of any proposed changes to published specifications (for instance, via its webpage or a Discord update). For the avoidance of doubt, Tenstorrent has no obligation to make the Product backward compatible in any way. 7. Taxes. You are responsible for all Transaction Taxes related to any purchase and for any duties or other fees for the import of the Product. Where applicable or required by law, Tenstorrent will collect taxes from You and remit it to the tax authority in Tenstorrent’s name. Otherwise, You may be required to self-assess and self-remit taxes to Your tax authority, depending on local regulations. 8. Export Laws Regarding Tenstorrent Products. You shall comply with all applicable export control laws and regulations and will not export, re-export, transfer, or sell the Product in violation of the laws and regulations of the U.S., Canada, and other applicable jurisdictions. You shall not export or re- export, directly or indirectly, any Product to any country, entity, or end-user that requires an export license without first obtaining such license or approval. You shall not use the Product in association with weapons of mass destruction, including but not limited to nuclear weapons, rocket systems, and chemical or biological weapons, or for any other end-use prohibited by law, including certain Military, Military Intelligence, Advance Computing, and Super Computing end uses defined by the US Export Administration Regulations. You agree to adopt and maintain adequate controls to ensure compliance with Your obligations in this paragraph, including but not limited to screening Your customers or consignees against sanctions lists or other restricted parties lists, 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 goods, technology, or software supplied to You 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 the United States, Canada, or other countries governing the export; Tenstorrent shall not be liable if You fail to obtain any required export control licenses or authorization or permits. Feedback. If You provide Tenstorrent with any suggestions, comments or other feedback relating to any aspect of the Product, You hereby grant Tenstorrent a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to fully exploit such suggestions, comments, or other feedback in the Product or in any other way Tenstorrent deems fit. 9. Limitation of Liability & Indemnity. 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, LOST OR DAMAGED COMPUTER SYSTEMS, 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 IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. A. TENSTORRENT’S MAXIMUM AGGREGATE LIABILITY, AND THAT OF TENSTORRENT’S LICENSORS, DEALERS, RESELLERS, SHALL NOT EXCEED THE PRICE YOU PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM. B. ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE OF FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY TENSTORRENT AND WAIVED BY YOU. C. YOU ACKNOWLEDGE THAT THE LIMIATIONS OF LIABILITY IN THIS CONTRACT ARE AN ESSENTIAL PART OF THE CONTRACT. D. Indemnity for Certain Uses of Products. Unless otherwise expressly agreed in writing by Tenstorrent, Products conveyed to You under the Contract are not designed or intended for any application in which the failure of the Product could result in personal injury or death. You will indemnify, defend and hold harmless Tenstorrent, its directors, officers, employees, suppliers and subcontractors, against all claims, costs, damages and expenses (including reasonable attorneys’ fees and costs) arising, directly or indirectly, out of any claim of product liability, personal injury or death when associated with such unintended use of any Product, notwithstanding any claim that Tenstorrent, or its suppliers or subcontractors, were negligent regarding the design or manufacture of the Product or any part of the Product. E. The above limitations of liability shall not apply to any matter that under law cannot be excluded or limited, even if any other term of this Contract would otherwise suggest this might be the case. 10. Software Licenses. Software provided by Tenstorrent is subject to strict compliance by You with the terms of the applicable software license agreement. In the absence of any separate software license agreement, Tenstorrent grants to You a non-exclusive, personal, non-sublicensable, limited right and license under Tenstorrent’s copyrights to load data into or display, view or extract output from, or otherwise operate any portion of the software together with the Product, or to distribute the software together with the Product. Be aware that certain portions of such software are provided under 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 this Contract conflicts with such open source licenses, the open source licenses will prevail as to the software provided thereunder. 11. Events Beyond a Party’s Control, Force Majeure. Except for Your payment obligations, neither party will be liable for any failure or delay in performing its obligations under the Contract to the extent such failure or delay is caused by a Force Majeure Event. 12. Confidentiality. Information provided by Tenstorrent to You may include information marked as confidential. You must treat such information as confidential under the terms of the applicable nondisclosure agreement between Tenstorrent and You. If You have not entered into a non-disclosure agreement with Tenstorrent, You will not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by Tenstorrent. Tenstorrent retains all rights in and to specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the Products. Any breach by You of the confidentiality obligations provided for in this Contract and any accompanying non-disclosure agreement executed by the Parties will cause irreparable injury to Tenstorrent for which money damages may be inadequate to compensate Tenstorrent for losses arising from such a breach. Tenstorrent may obtain equitable relief, including injunctive relief, if You breach or threaten to breach Your confidentiality obligations. 13. General. A. Entire Agreement. These Terms may be incorporated by reference in other Written Contracts, all of which constitute the entire agreement between Tenstorrent and You for the sale of Products. Absent any other Written Contract, these Terms (including the End Use Statement as incorporated into these Terms if applicable), together with the applicable Order and/or Order Confirmation are the entire agreement between You and Tenstorrent. You acknowledge that You have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Tenstorrent that is not set out in this Contract. Nothing in this Section will limit or exclude any liability for fraud or fraudulent misrepresentation. B. Notices. Any legal notice or any other communication required under this Contract (except for the warranty provisions specified in Section 5.A.) must be in writing, addressed to Tenstorrent’s Legal Group at Tenstorrent’s address in Santa Clara, with an email CC to the e- mail address notice@tenstorrent.com. Any such notice or other communication will be in writing and either (a) delivered personally to the other party, or (b) delivered by a commercial courier with a computerized tracking system to the other party, in each case with an additional courtesy copy sent by e-mail. Notice will be deemed given (i) when delivered if served personally, (ii) one (1) Business Day after dispatch by commercial courier for overnight delivery, or (iii) one (1) Business Day after receipt of a non-machine-generated reply e-mail, whichever occurs earlier. C. 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. D. 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. E. Governing Law. Except for Section 5.F, 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 to the exclusive jurisdiction of courts within the State of California and waive trial by jury. All claims must be brought in Your individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless Tenstorrent agrees otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, You and Tenstorrent are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. F. Order of Precedence. If there is a conflict between these Terms and any Written Contract, the Written Contract will prevail with respect to the conflict. Except as may be specifically and narrowly set out in a Written Contract, this Contract will govern all sales of Products. No variation or modification of the Contract, including the introduction of any additional or different Terms, will be effective unless it is in writing and signed by Tenstorrent. G. Third-Party Rights. Any subsidiary or holding company of Tenstorrent, or subsidiary of Tenstorrent’s holding company, may enforce the Contract as if it were Tenstorrent. Any other person who is not a party to the Contract will not have any right to enforce its terms. H. Privacy. Tenstorrent will process Your personal information in accordance with its Privacy Policy available on its website, which may be updated by Tenstorrent from time to time. 14. Definitions. A. Business Day: any calendar day other than a Saturday, a Sunday or a public holiday recognized in the United States B. Contract: the agreement arising between Tenstorrent and You for the sale of the Products under these Terms C. End Use Statement: a document or declaration used in international trade to ensure compliance with export control regulations. It specifies the intended end use and end user of the exported goods, services, or technology D. Force Majeure Event: any event beyond a party’s reasonable control, that by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, electronic viruses, worms or corrupting microcode, shortage of supply or delay in delivery by Tenstorrent’s vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, insolvency, or default of suppliers or sub-contractors E. Order: a request from You to buy Products from Tenstorrent. The request may be in the form of a purchase order or an electronic order placed through a business-to-business electronic system. Any Terms within the Order do not govern the sale of Products to You but, instead, the Order is simply Your offer to purchase a Product. F. Order Confirmation: confirmation provided to You from Tenstorrent confirming that Your Order has been accepted. Tenstorrent may provide an Order Confirmation in writing, by e-mail or via a business-to-business electronic system. G. Parties: Tenstorrent and You H. Products: hardware and/or software provided to You under this Contract I. Tenstorrent: Tenstorrent USA, Inc. and its affiliates J. Terms: these Tenstorrent standard terms and conditions that apply to sales of Products to You K. Transaction Taxes: all taxes applicable to the sale or the purchase of the Products under the Contract, including sales and use taxes, value added taxes, and other charges such as duties, customs, tariffs, imports, and government-imposed surcharges but excluding income taxes or taxes based on gross revenues or gross receipts L. Written Contract: an agreement with You regarding Products, signed by an authorized signatory of Tenstorrent, or issued by Tenstorrent and accepted by You through Tenstorrent’s “Click-to-Accept” web interface M. You or Your: the person or firm that buys or is provided Products in accordance with the Contract

By submitting an Order or accepting Products, You 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. ANY ADDITIONAL OR DIFFERENT TERMS 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. THESE TERMS APPLY TO THE EXCLUSION OF ANY TERMS YOU SEEK TO IMPOSE, OR THAT MAY BE IMPLIED BY USE OF TRADE, CUSTOM, PRACTICE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. YOUR ACCEPTANCE OF ANY OFFER BY TENSTORRENT IS LMITED TO THESE TERMS ONLY. 1. Price. The price for the Product is the price stated on the applicable Order Confirmation. If the applicable Order Confirmation does not state a price, then the price is set out in the price list made available by Tenstorrent (either on its webpage or via a quotation) at the time Tenstorrent accepted the Order. Prices are exclusive of all shipping fees and Transaction Taxes, which You must pay. 2. Delivery & Shipping Terms. Tenstorrent will decide, at its discretion, the applicable shipping, title transfer, and delivery terms based on the delivery destination. You are responsible to pay for the shipping and delivery fees. Unless specified otherwise by Tenstorrent, title to Products will transfer to You at the same time as the risk in the Products transfers to You in accordance with the Incoterm identified in the applicable Order Acknowledgment. 3. Product Availability. Delivery dates and Product quantity availability, as described in the Order Confirmation (or as otherwise communicated to You), are estimates only. Tenstorrent will make reasonable efforts to deliver Products in accordance with the dates communicated to You; however, Tenstorrent is not liable for any failure to deliver where or when estimated. If, for whatever reason, Tenstorrent experiences Product shortages, Tenstorrent may hold or allocate Products among its customers as Tenstorrent considers appropriate. 4. No Cancellation. Each Order is binding on You and You may not cancel or reschedule. 5. Limited Product Warranty. Tenstorrent warrants to You that, on delivery, the Product will be free from material defects in material and workmanship and will materially conform to Tenstorrent’s published specifications for two (2) years from the date of shipment to You by Tenstorrent. This warranty is subject to Sub-sections 5.A thru 5.F below. For the avoidance of doubt, this limited product warranty does not apply to: normal wear and tear; repair or replacement if You are dissatisfied with the Product; damage due to Your misuse or use of the Product outside of the specifications published by Tenstorrent (for instance, on its website or in the Product box); improper maintenance; incorrect installation; improper or inadequate calibration of the Product; errors resulting from incorporation or combination of the Product into or with any other product, service or system interoperability; use of software other than that made available by Tenstorrent; failure to use any software other than the most up-to-date release made available by Tenstorrent on its public GitHub; or failure to apply specification updates, errata, modifications or corrections made available by Tenstorrent via either delivery to you on Discord or via an update to the materials supplied on its webpage. A. If You make a valid warranty claim under Section 5.B, Tenstorrent will, at its sole option and expense and within a reasonable period from Tenstorrent’s receipt of the defective Product: i. repair the defect in the Product; or ii. correct any material non-conformance to Tenstorrent’s published specifications; or iii. replace the non-conforming Product with a Product of equal or better functional performance; or iv. refund or credit to Your account the purchase price paid by You. B. To receive the benefit of the remedy enumerated in Section 5.A, the following must occur: i. You must contact support@tenstorrent.com and, in Your e-mail, provide a written explanation of the non-compliance with the warranty set out in Section 5; and ii. based on Your explanation, Tenstorrent must be satisfied that the claimed non- compliance exists and Tenstorrent must not have excluded the defect as errata, update, or change to the specification. C. No Fault Found Fee. Returned Products that are not defective, that are not subject to limited warranty coverage as described in this Section 5, or that contain missing or damaged parts, will be returned to You at Your sole expense, without credit, repair, or replacement. In addition to You paying for the expenses for Tenstorrent to return the Product to you, Tenstorrent reserves its rights to charge You a reasonable fee of up to $500 for each Product that is not found to be defective before Tenstorrent will return the Product to You. D. Disclaimer. The warranties, conditions, other terms and remedies provided in this Contract are instead of any other warranty or condition, express, implied or statutory, including, those regarding merchantability, fitness for any particular purpose, noninfringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Tenstorrent does not assume (and does not authorize any person to assume on its behalf) any other liability. The warranties, conditions, and remedies provided in the Contract are not subject to assignment by You, transfer or pass-through to Your direct or indirect customers and any attempted assignment or transfer is void. E. Exclusive Remedy. This Section 5 states Your sole and exclusive remedy—and Tenstorrent’s sole and exclusive liability—with respect to Products sold to You by Tenstorrent. In no event will Tenstorrent be liable for any monetary damages or other costs associated with warranty claims whether for the replacement or repair of Products, including labor, installation or other costs incurred by You. F. Miscellaneous. Some states and countries do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. This warranty gives you specific legal rights, and You may have other rights which vary from state to state and country to country. Consumers have legal rights under applicable national legislation governing the sale of consumer goods. This warranty does not affect those rights. 6. Product & Specification Changes, Errata. Tenstorrent reserves the right to, in its sole discretion, change or modify the Product, including changing the specifications for the Product or issuing an errata, at any time including after Product delivery or after Your making a warranty claim. Tenstorrent will use reasonable efforts to notify You of any proposed changes to published specifications (for instance, via its webpage or a Discord update). For the avoidance of doubt, Tenstorrent has no obligation to make the Product backward compatible in any way. 7. Taxes. You are responsible for all Transaction Taxes related to any purchase and for any duties or other fees for the import of the Product. Where applicable or required by law, Tenstorrent will collect taxes from You and remit it to the tax authority in Tenstorrent’s name. Otherwise, You may be required to self-assess and self-remit taxes to Your tax authority, depending on local regulations. 8. Export Laws Regarding Tenstorrent Products. You shall comply with all applicable export control laws and regulations and will not export, re-export, transfer, or sell the Product in violation of the laws and regulations of the U.S., Canada, and other applicable jurisdictions. You shall not export or re- export, directly or indirectly, any Product to any country, entity, or end-user that requires an export license without first obtaining such license or approval. You shall not use the Product in association with weapons of mass destruction, including but not limited to nuclear weapons, rocket systems, and chemical or biological weapons, or for any other end-use prohibited by law, including certain Military, Military Intelligence, Advance Computing, and Super Computing end uses defined by the US Export Administration Regulations. You agree to adopt and maintain adequate controls to ensure compliance with Your obligations in this paragraph, including but not limited to screening Your customers or consignees against sanctions lists or other restricted parties lists, 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 goods, technology, or software supplied to You 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 the United States, Canada, or other countries governing the export; Tenstorrent shall not be liable if You fail to obtain any required export control licenses or authorization or permits. Feedback. If You provide Tenstorrent with any suggestions, comments or other feedback relating to any aspect of the Product, You hereby grant Tenstorrent a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to fully exploit such suggestions, comments, or other feedback in the Product or in any other way Tenstorrent deems fit. 9. Limitation of Liability & Indemnity. 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, LOST OR DAMAGED COMPUTER SYSTEMS, 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 IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. A. TENSTORRENT’S MAXIMUM AGGREGATE LIABILITY, AND THAT OF TENSTORRENT’S LICENSORS, DEALERS, RESELLERS, SHALL NOT EXCEED THE PRICE YOU PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM. B. ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE OF FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY TENSTORRENT AND WAIVED BY YOU. C. YOU ACKNOWLEDGE THAT THE LIMIATIONS OF LIABILITY IN THIS CONTRACT ARE AN ESSENTIAL PART OF THE CONTRACT. D. Indemnity for Certain Uses of Products. Unless otherwise expressly agreed in writing by Tenstorrent, Products conveyed to You under the Contract are not designed or intended for any application in which the failure of the Product could result in personal injury or death. You will indemnify, defend and hold harmless Tenstorrent, its directors, officers, employees, suppliers and subcontractors, against all claims, costs, damages and expenses (including reasonable attorneys’ fees and costs) arising, directly or indirectly, out of any claim of product liability, personal injury or death when associated with such unintended use of any Product, notwithstanding any claim that Tenstorrent, or its suppliers or subcontractors, were negligent regarding the design or manufacture of the Product or any part of the Product. E. The above limitations of liability shall not apply to any matter that under law cannot be excluded or limited, even if any other term of this Contract would otherwise suggest this might be the case. 10. Software Licenses. Software provided by Tenstorrent is subject to strict compliance by You with the terms of the applicable software license agreement. In the absence of any separate software license agreement, Tenstorrent grants to You a non-exclusive, personal, non-sublicensable, limited right and license under Tenstorrent’s copyrights to load data into or display, view or extract output from, or otherwise operate any portion of the software together with the Product, or to distribute the software together with the Product. Be aware that certain portions of such software are provided under 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 this Contract conflicts with such open source licenses, the open source licenses will prevail as to the software provided thereunder. 11. Events Beyond a Party’s Control, Force Majeure. Except for Your payment obligations, neither party will be liable for any failure or delay in performing its obligations under the Contract to the extent such failure or delay is caused by a Force Majeure Event. 12. Confidentiality. Information provided by Tenstorrent to You may include information marked as confidential. You must treat such information as confidential under the terms of the applicable nondisclosure agreement between Tenstorrent and You. If You have not entered into a non-disclosure agreement with Tenstorrent, You will not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by Tenstorrent. Tenstorrent retains all rights in and to specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the Products. Any breach by You of the confidentiality obligations provided for in this Contract and any accompanying non-disclosure agreement executed by the Parties will cause irreparable injury to Tenstorrent for which money damages may be inadequate to compensate Tenstorrent for losses arising from such a breach. Tenstorrent may obtain equitable relief, including injunctive relief, if You breach or threaten to breach Your confidentiality obligations. 13. General. A. Entire Agreement. These Terms may be incorporated by reference in other Written Contracts, all of which constitute the entire agreement between Tenstorrent and You for the sale of Products. Absent any other Written Contract, these Terms (including the End Use Statement as incorporated into these Terms if applicable), together with the applicable Order and/or Order Confirmation are the entire agreement between You and Tenstorrent. You acknowledge that You have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Tenstorrent that is not set out in this Contract. Nothing in this Section will limit or exclude any liability for fraud or fraudulent misrepresentation. B. Notices. Any legal notice or any other communication required under this Contract (except for the warranty provisions specified in Section 5.A.) must be in writing, addressed to Tenstorrent’s Legal Group at Tenstorrent’s address in Santa Clara, with an email CC to the e- mail address notice@tenstorrent.com. Any such notice or other communication will be in writing and either (a) delivered personally to the other party, or (b) delivered by a commercial courier with a computerized tracking system to the other party, in each case with an additional courtesy copy sent by e-mail. Notice will be deemed given (i) when delivered if served personally, (ii) one (1) Business Day after dispatch by commercial courier for overnight delivery, or (iii) one (1) Business Day after receipt of a non-machine-generated reply e-mail, whichever occurs earlier. C. 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. D. 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. E. Governing Law. Except for Section 5.F, 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 to the exclusive jurisdiction of courts within the State of California and waive trial by jury. All claims must be brought in Your individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless Tenstorrent agrees otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, You and Tenstorrent are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. F. Order of Precedence. If there is a conflict between these Terms and any Written Contract, the Written Contract will prevail with respect to the conflict. Except as may be specifically and narrowly set out in a Written Contract, this Contract will govern all sales of Products. No variation or modification of the Contract, including the introduction of any additional or different Terms, will be effective unless it is in writing and signed by Tenstorrent. G. Third-Party Rights. Any subsidiary or holding company of Tenstorrent, or subsidiary of Tenstorrent’s holding company, may enforce the Contract as if it were Tenstorrent. Any other person who is not a party to the Contract will not have any right to enforce its terms. H. Privacy. Tenstorrent will process Your personal information in accordance with its Privacy Policy available on its website, which may be updated by Tenstorrent from time to time. 14. Definitions. A. Business Day: any calendar day other than a Saturday, a Sunday or a public holiday recognized in the United States B. Contract: the agreement arising between Tenstorrent and You for the sale of the Products under these Terms C. End Use Statement: a document or declaration used in international trade to ensure compliance with export control regulations. It specifies the intended end use and end user of the exported goods, services, or technology D. Force Majeure Event: any event beyond a party’s reasonable control, that by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, electronic viruses, worms or corrupting microcode, shortage of supply or delay in delivery by Tenstorrent’s vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, insolvency, or default of suppliers or sub-contractors E. Order: a request from You to buy Products from Tenstorrent. The request may be in the form of a purchase order or an electronic order placed through a business-to-business electronic system. Any Terms within the Order do not govern the sale of Products to You but, instead, the Order is simply Your offer to purchase a Product. F. Order Confirmation: confirmation provided to You from Tenstorrent confirming that Your Order has been accepted. Tenstorrent may provide an Order Confirmation in writing, by e-mail or via a business-to-business electronic system. G. Parties: Tenstorrent and You H. Products: hardware and/or software provided to You under this Contract I. Tenstorrent: Tenstorrent USA, Inc. and its affiliates J. Terms: these Tenstorrent standard terms and conditions that apply to sales of Products to You K. Transaction Taxes: all taxes applicable to the sale or the purchase of the Products under the Contract, including sales and use taxes, value added taxes, and other charges such as duties, customs, tariffs, imports, and government-imposed surcharges but excluding income taxes or taxes based on gross revenues or gross receipts L. Written Contract: an agreement with You regarding Products, signed by an authorized signatory of Tenstorrent, or issued by Tenstorrent and accepted by You through Tenstorrent’s “Click-to-Accept” web interface M. You or Your: the person or firm that buys or is provided Products in accordance with the Contract