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Tenstorrent Cloud Services Agreement

Effective: October 26, 2026

This Tenstorrent Cloud Services Agreement (the “Agreement”) is entered as of the Effective Date between the person or entity agreeing to the Agreement (“you”, or “Customer”) and the Tenstorrent Contracting Party (defined below and referred to as “Tenstorrent”) and governs your use of any service provided by Tenstorrent for developers, businesses, or enterprise organizations that references these terms as well as all related Tenstorrent tools, documentation and software (collectively, the "Cloud Services") and the Models (defined below) provided by Tenstorrent and its Affiliates.

If you are accepting this Agreement on behalf of a Customer as its agent or as otherwise permitted by applicable law, you represent and warrant that (i) you have full legal capacity and authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of Customer to this Agreement. By clicking “I agree,” accepting the Order Form, or using the Cloud Services, the Customer agrees to this Agreement.

If you entered into an offline variant of this Agreement for use of the Cloud Services, these terms do not apply to you, and your offline terms govern your use of Cloud Services.

Our Privacy Notice explains how we collect and use personal information. Although it does not form part of this Agreement it is an important document that you should read.

1. Defined Terms

  • "Account" means the administrative account provided to Customer by Tenstorrent directly or indirectly for administering the Cloud Services.

  • "Additional Terms" means, collectively, the AUP, Service Credit Terms, any service level agreements or commitments, any technical support services guidelines, or supplemental service specific terms published by Tenstorrent from time to time, including those published at console.tenstorrent.com/terms/models.

  • "Affiliate" means any entity the party directly or indirectly Controls, is Controlled by, or is under common Control where “Control” means directly or indirectly (a) owning more than 50% of the outstanding voting securities; or (b) having the power to direct the management and policies of an entity through voting securities, contract, or otherwise.

  • "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.

  • "AUP" or "AI Use Policy" means the then current Tenstorrent AI use policy for use of the Cloud Services and Models published at console.tenstorrent.com/terms/ai-use-policy.

  • "Authorized Account Users" means the individuals who are permitted by Customer, to access or use the Cloud Services and Models under the Account, including employees of Customer Affiliates and other authorized third parties permitted by Customer.

  • "Authorized Users" means Authorized Account Users and End Users.

  • "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under or in connection with this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient without using the discloser’s information, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public or generally available through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.

  • "Console" means the online tool or dashboard provided (directly or indirectly) by Tenstorrent to Customer for use in administering and using Cloud Services and Models.

  • "Customer Application" means Customer’s applications, products, or services in which Customer may integrate the Cloud Services and Models as permitted by this Agreement.

  • "Customer Data" means data provided to Tenstorrent by Customer or Authorized Users through the Cloud Services under the Account, and data that Customer or Authorized Users derive from that data through their use of the Cloud Services.

  • "Customer Indemnified Parties" means Customer and its Affiliates and their officers, employees, directors, agents, and representatives.

  • "Documentation" means the then current Tenstorrent documentation (as may be updated from time to time) in the form generally made available by Tenstorrent to its Customers in the Console for use with the Cloud Services, including at docs.tenstorrent.com.

  • "Effective Date" means the date this Agreement is entered into by the parties, either by acceptance online, by signing an Order Form referencing the Agreement, or by signing the Agreement itself.

  • "End Users" means the end users of a Customer Application who are authorized by Customer to access or use the Cloud Services and Models through such Customer Application.

  • "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

  • "Fee Accrual Period" means a calendar month or other period or billing frequency specified by Tenstorrent in the Console or in an Order Form.

  • "Fees" means the applicable fees for use of the Cloud Services and any Models. The Fees are published at console.tenstorrent.com/dashboard/pricing, in the Console, or specified in an Order Form.

  • "High Risk Activities" means activities where the use or failure of the Cloud Services or the Models could reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).

  • "Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.

  • "Input(s)" means any data submitted or prompts input into the Models by Customer or its Authorized Users. Inputs are Customer Data.

  • "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

  • "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

  • "Models" means the artificial intelligence models (e.g. large language, text to speech, text to image) that are openly available, obtained from third party developers, or the Customer, and used by Customer through the Cloud Services for preview or production use. Models that are Third-Party Offerings are subject to the Model Terms associated with each such Model.

  • "Model Terms" means the terms between you and the developer, publisher or provider of a Model that is a Third-Party Offering and governs your use of the Model, which are currently made available in the Console at console.tenstorrent.com/terms/models.

  • "Order Form" means (a) an order form issued by Tenstorrent under this Agreement and executed with Customer; (b) an order placed by Customer via a Tenstorrent website, or (c) when purchasing from an aggregator, the ordering document signed by Customer and the aggregator, or through the aggregator’s website that Customer uses to purchase the Cloud Services, in each case specifying the Cloud Services Tenstorrent will provide to Customer.

  • "Order Term" means the period indicated on the Order Form and any renewal unless earlier terminated in accordance with this Agreement.

  • "Output(s)" means responses generated by the Models to Inputs. Outputs are Customer Data.

  • "Payment Due Date" means the payment due date set out in the applicable Order Form, or if not specified, 30 days from the invoice date.

  • "Personal Data" has the meaning given in the Privacy Notice.

  • "PHI" or "Protected Health Information" has the same meaning as the terms ‘protected health information’ or ‘electronic protected health information,’ in 45 CFR Section 160.103.

  • "Privacy Notice" means the then current Tenstorrent Privacy Notice applicable to personal data Tenstorrent collects published at https://tenstorrent.com/en/privacy.

  • "Service Credits" has the meaning given to it in the Service Credit Terms.

  • "Service Credit Terms" means the then current terms for use of Service Credits for the Cloud Services published at console.tenstorrent.com/terms/service-credits.

  • "Suspend" or "Suspension" means disabling or limiting access to or use of the Cloud Services or components of the Cloud Services.

  • "Taxes" means all government-imposed taxes, except for taxes based on Tenstorrent's net income, net worth, asset value, property value, or employment.

  • "Tenstorrent APIs" means any application programming interface provided by Tenstorrent as part of the Cloud Services.

  • "Tenstorrent Indemnified Parties" means Tenstorrent and its Affiliates and their officers, employees, directors, agents, and representatives.

  • "Third-Party Offerings" means third-party services, software, products, and other offerings that are not incorporated into the Cloud Services.

  • "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

2. Minimum Age Requirement

You must be 18 years of age or older to access or use the Cloud Services. By using the Cloud Services, you represent that you are age 18 or older. If you are not 18 or older, you may not access or use the Cloud Services.

3. Cloud Services

3.1 Cloud Services Use. During the Order Term, Tenstorrent will provide the Cloud Services in accordance with the terms and conditions of this Agreement. Subject to Customer’s ongoing compliance with the terms and conditions of this Agreement, Tenstorrent grants you a non-exclusive, non-transferable, and limited right to access and use the Cloud Services in accordance with, and during the Term of, this Agreement, including the right to use Tenstorrent APIs to integrate the Cloud Services and Models into your Customer Application and to make the Cloud Services and Models available to End Users through your Customer Applications.

3.2 Accounts. Customer must have an Account to use the Cloud Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account (including any keys for Tenstorrent APIs), and for any use of its Account. Tenstorrent has no obligation to provide multiple accounts to Customer. Customer will only make its Account available to Authorized Account Users. Customer is responsible for its Authorized Users’ use of the Cloud Services and Models, and for their compliance with Customer obligations under this Agreement. Customer may not resell or lease access to its Account.

3.3 Affiliate Usage and Separate Purchases. Tenstorrent provisions the Cloud Services to specific entities using dedicated workspaces and organizational IDs. Customer Affiliates may use the Cloud Services under Customer’s Account, which means Customer and its Affiliates usage will occur in the same workspace and under the organizational IDs issued by the Customer to such Affiliates. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Cloud Services in connection with this Agreement as if they were Customer’s own acts or omissions. If Customer Affiliates’ purchase and use of the Cloud Services is intended to be separate from Customer’s, then the Affiliate must execute a separate Order Form. Tenstorrent will then create a separate workspace and organizational ID for that Affiliate and provision the Cloud Services accordingly. If Customer Affiliates enter into an Order Form under this Agreement they will be bound by this Agreement.

3.4 Updates.

3.4.a. To the Cloud Services. Tenstorrent may update the Cloud Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that you have prepaid for certain Cloud Services for which Tenstorrent may issue a refund, we will not be liable for any change to or any Suspension or discontinuation of the Cloud Services or your access to them.

3.4.b. To this Agreement. We may make updates to this Agreement and our pricing terms from time to time. Material updates to this Agreement will become effective 30 days after they are posted. Notwithstanding the preceding sentence, to the extent any updates apply to new functionality or are required to comply with applicable law, they will be effective immediately. If the updates include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Cloud Services or via email. Your continued use of the Cloud Services following the effective date of any updates to this Agreement constitutes acceptance of those changes. If Customer does not agree to the updated Agreement, Customer may stop using the Cloud Services. To the extent that Customer stops using the Cloud Services as a result of a change to the Agreement and Tenstorrent determines in its reasonable discretion that the change will have a material adverse effect on Customer's rights or obligations under this Agreement, Customers that have prepaid for Cloud Services may terminate this Agreement and the applicable Order Form by written notice to Tenstorrent and Tenstorrent will refund all prepaid unused Fees as of the date of termination.

3.4.c. To the Additional Terms. Tenstorrent may make commercially reasonable updates to the Additional Terms from time to time by posting any such update at the relevant URL. Unless otherwise noted by Tenstorrent, updates that relate to new functionality or services or those required by applicable law will be effective immediately. Any other material updates to the Additional Terms will become effective 30 days after they are posted.

3.5 Early Access Services. From time to time, we may make available products, services, features, or functionality to you that are not generally made available to our Customers or are designated as alpha, beta, experimental, pilot, trial, preview, pre-release, pre-production, early access, or similar designation (“Early Access Services”). The purpose of Early Access Services testing is to evaluate the functionality, performance, and usability of the Early Access Services. Early Access Services are not Cloud Services under this Agreement. The Early Access Services: (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind and may be modified or discontinued in our sole discretion at any time. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE EARLY ACCESS SERVICES. Additionally, we are not obligated to provide any indemnity, maintenance, technical, or other support for the Early Access Services.

3.6 Third-Party Offerings. Customer may, in its sole discretion, elect to use Third-Party Offerings through or with the Cloud Services and acknowledges and agrees that Third-Party Offerings are not Cloud Services provided by Tenstorrent and may be subject to additional separate terms. By accessing a Third-Party Offering, Customer agrees to the applicable Third-Party Offering terms. Customer’s access or use of Third-Party Offerings are governed by this Agreement and the relevant Third-Party Offering terms. Tenstorrent disclaims all Liability arising from Customer’s use of Third-Party Offerings and Tenstorrent’s indemnification obligations under the Agreement do not apply to allegations arising from Third-Party Offerings.

4. Models

4.1 Model Terms. Customer and its Authorized Users will comply with the applicable Model Terms for each Model that is used under this Agreement. Customer and its Authorized Users are solely responsible for their use of the Models and for complying with the MODEL Terms. In the event of any conflict or inconsistency between the terms of this Agreement and the MODEL Terms, the MODEL Terms will control solely with respect to such use of a Model. Tenstorrent may share information, that does not include Customer Data, about your use of a Model that is a Third-Party Offering with the developer, publisher, or provider of that Model.

4.2 Inputs and Outputs. Customer and its Authorized Users are responsible for all Inputs. Customer represents and warrants that it and its Authorized Users have all rights, licenses, and permissions required to submit Inputs to the Models. Customer and its Authorized Users are solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Output for their use case. Tenstorrent does not access, use, store, or retain Inputs or Outputs except as necessary to provide the Cloud Services, in accordance with the Customer's permission or instruction, comply with applicable law, ensure the reliable operation of the Cloud Services, or confirm Customer’s compliance with the AUP. Tenstorrent operates the LLM (text modality) Cloud Services under a zero data retention infrastructure model. Inputs and Outputs are processed transiently in volatile memory (RAM/VRAM/KV Cache). They are not written to persistent storage, hard disks, or database logs. Because of this you should have no expectation of long-term storage or data retrieval features. Media (video, image and audio) modality is not zero data retention compliant; prompts are stored in database tables and generated media is stored in persistent storage.

4.3 Models Disclaimer. The Models may sometimes provide inaccurate or offensive content. Customer must use discretion before relying on, publishing, or otherwise using Output provided by the Models. The Models should not be used for medical, legal, financial, or other professional advice. Output generated by code generation features of Models may be subject to third-party licenses, including open-source licenses. For the avoidance of any doubt and to the extent permitted by applicable law, the Models are provided without any express or implied warranty regarding the quality or the accuracy of the Models (including Outputs). By using the Model, you acknowledge that the Outputs generated may be incomplete or inaccurate.

4.4 Models Termination. Tenstorrent may terminate some or all of the Models at any time and will use commercially reasonable efforts to provide Customer with reasonable prior notice before such termination. Except for Models provided free of charge, in the event that a specific Model is terminated, Tenstorrent will use commercially reasonable efforts to provide an alternative model to ensure continued service and functionality, if available. If Customer has prepaid for use of a specific Model through the Cloud Services in an Order Form signed by the Customer, and such Model is terminated without an alternative model, Tenstorrent will provide a pro rata refund for any prepaid unused Fees attributable to such terminated Model.

4.5 Fine-tuned Models or Customer Supplied Models. At Tenstorrent’s sole discretion, Tenstorrent may agree to host Customer's fine-tuned version of a Model or any other Customer-supplied Model and may provide reasonable engineering and technical support to facilitate the integration of such Customer supplied Model through the Cloud Services for Customer Applications. Customer grants Tenstorrent and its Affiliates a worldwide, non-exclusive, non-sublicensable, non-transferable right to use the Customer supplied Model solely for the purpose of maintaining and providing the Cloud Services to Customer during the Order Term. Customer represents and warrants it has all rights in the Customer supplied Model necessary to grant the rights contemplated by this Agreement for Tenstorrent and its Affiliates to provide the Cloud Services to Customer for its sole use of such Customer supplied Model. Tenstorrent disclaims all Liability arising from the Customer supplied Models and Tenstorrent’s indemnification obligations under the Agreement do not apply to allegations arising from Customer supplied Models.

4.6 Agentic Models and Cloud Services. Customer is solely responsible for (a) authorizing an agentic Model or Cloud Service’s access and connection to any data, applications, and systems, (b) the actions and tasks performed by any agentic features of a Model or Cloud Service that it uses, and (c) complying with any legal, regulatory, or licensing requirements applicable to its use of the agentic features of a Model or Cloud Service.

5. Payment

5.1 Pricing. Prices for the Cloud Services and Models are as published at console.tenstorrent.com/dashboard/pricing or otherwise agreed to in an Order Form. Certain Cloud Services and Models may be designated as fee-free or otherwise available without triggering a payment for a limited time or based on usage limits. Specific Customer pricing agreed to in an Order Form is applicable for the specified Order Term, may be required to be payable in advance, and is subject to quantities purchased not being decreased during the Order Term. For pricing agreed to in an Order Form, to the extent Customer’s use exceeds the usage specified in the Order Form, Tenstorrent or Customer’s aggregator will bill Customer for the excess use in arrears calculated based on the fee per token use published at console.tenstorrent.com/dashboard/pricing or as otherwise agreed to in such Order Form. Tenstorrent reserves the right to correct pricing errors or mistakes at any time.

5.2 Billing. Tenstorrent will issue or have issued an electronic bill or invoice to Customer or Customer’s aggregator for all Fees, including, if applicable, Fees based on Customer's use of the Cloud Services, Models or other services during the applicable Fee Accrual Period. Customer will pay all Fees in US Dollars (USD) or the currency specified in the Order Form. If Customer pays by credit card, debit card, or other non-invoiced form of payment, Customer will pay all Fees immediately at the end of the Fee Accrual Period or, if Customer has agreed to automatic payments, when otherwise charged by Tenstorrent. If Customer pays by invoice, Customer will pay Tenstorrent all invoiced amounts by the Payment Due Date. Unless required by law, Customer's obligation to pay all Fees is non-cancellable. For Cloud Services, Tenstorrent's or its designee’s metering or measurement tools (as can be seen in the dashboard in Console) will be used to determine Customer's usage of the Cloud Services or Models, as applicable. Tenstorrent has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Tenstorrent.

5.3 Taxes. Fees are exclusive of Taxes, which Tenstorrent will charge as required by applicable law in connection with the Cloud Services and Models. Tenstorrent will use the name and address in the Account as the place of supply for tax purposes. Customer is responsible for any Taxes, and will pay Tenstorrent for the Cloud Services and Models without any reduction for Taxes. If Tenstorrent is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Tenstorrent, unless Customer provides Tenstorrent with a timely and valid tax exemption certificate in respect of those Taxes. If any such deduction or withholding for Taxes is required by law, Customer will increase the payment to Tenstorrent, so that the net amount received equals the amount invoiced. Customer will provide Tenstorrent with any tax identification information that Tenstorrent may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Tenstorrent for) any taxes, interest (where permissible), penalties, or fines arising out of any mis-declaration by Customer.

5.4 Payment Disputes & Refunds. Any payment dispute must be submitted in good faith before the date on which a payment is due to ar@tenstorrent.com. If Tenstorrent, having reviewed the dispute in good faith, determines that certain billing inaccuracies are attributable to Tenstorrent, Tenstorrent will either issue a corrected invoice or a credit specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Tenstorrent will apply the credit amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds given by Tenstorrent for billing inaccuracies under this Section 5.4 (Payment Disputes & Refunds) will be in the form of credit for the Cloud Services. Nothing in this Agreement obligates Tenstorrent to extend credit to any party.

5.5 Delinquent Payments; Suspension. Late payments (which do not include amounts subject to a good faith payment dispute submitted before the date on which a payment is due), may bear interest, where permissible, at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the date on which such payment is due until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Tenstorrent in collecting such delinquent amounts. Further, in the event of any late payment for the Cloud Services, Tenstorrent may Suspend provision of the Cloud Services until payment is received. Tenstorrent reserves any other rights of collection it may have.

5.6 Service Credits. Customer may prepay for Cloud Services by purchasing Service Credits. Service Credits are subject to the Service Credit Terms.

6. Customer Obligations

6.1 Compliance. Customer will (a) ensure that Customer's use of the Cloud Services and the Models complies with this Agreement and any applicable MODEL Terms; (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Cloud Services and Models; and (c) promptly notify Tenstorrent of any unauthorized use of, or access to, the Cloud Services, Models, Account, or Customer's password of which Customer becomes aware.

6.2 Privacy. Customer represents and warrants that it has obtained all necessary consents and provided all required notices to permit: (a) Customer's use and receipt of the Cloud Services and Models; and (b) Tenstorrent's accessing, storing, and processing of data provided by Customer (including Customer Data) under this Agreement, as applicable.

6.3 Restrictions.

6.3.1 Customer will not, and will not allow its Authorized Users to, (a) copy, modify, or create a derivative work of the Cloud Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Cloud Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any of the Cloud Services except as expressly approved by Tenstorrent; (d) access or use the Cloud Services or Models: (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees; (iv) for materials or activities that are subject to ITAR maintained by the United States Department of State; (v) in a manner that breaches, or causes the breach of, Export Control Laws; or (vi) to create, receive, maintain, transmit, store, or process PHI; (e) use the Cloud Services or Models to, directly or indirectly, develop or improve products, services, or other offerings that are similar or compete with the Cloud Services; or (f) modify, tamper with, remove, obscure, or otherwise alter any transparency or provenance information that may be included in information such as metadata, digital signatures, or watermarks associated with the Output generated by Models accessed through Cloud Services that is used to identify it as being generated using a generative artificial intelligence model.

6.3.2 To the extent Customer or its Authorized Users use the Cloud Services and Models as part of a Customer Application that is directed towards or is likely to be accessed by individuals under the age of majority in their state or territory, Customer will be solely responsible for ensuring that the Customer Application complies with all applicable laws and regulations related to (x) the use of the Customer Application by individuals under the age of majority in their state or territory, and (y) any collection of Personal Data from individuals under the age of majority in their state or territory.

6.3.3 Tenstorrent welcomes and encourages open performance evaluation and benchmarking of the Cloud Services. Except where prohibited by the terms and conditions of the Models or other Third-Party Offerings, you are fully permitted to compile, publish, and publicly distribute comparative performance benchmarks, latency evaluations, or throughput studies of the Cloud Services, provided that such evaluations rely on standard, unthrottled network parameters and accurately declare the hardware and software context. You are strictly prohibited from publishing benchmarking metrics derived from adversarial testing, intentional cluster degradation, or non-standard configurations designed to artificially distort the performance metrics of Tenstorrent’s infrastructure.

6.3.4 You acknowledge that all underlying inference execution pipelines, hardware-level compilation kernels, and software optimization layers powering the Cloud Services are proprietary to Tenstorrent and are licensed solely and exclusively to execute on physical Tenstorrent hardware architectures. You are strictly prohibited from exporting, copying, or utilizing Tenstorrent's proprietary optimization configurations to accelerate workloads on non-Tenstorrent semiconductor platforms

6.4 Documentation. Customer will comply with any Documentation provided by Tenstorrent for Customer's use of the Cloud Services.

6.5 DMCA Notice.

Tenstorrent respects intellectual property rights. If you believe your work has been infringed, please send a written notice to our Copyright Agent:

Attn: Copyright Agent, Legal Team
Tenstorrent USA, Inc.
Address: 2600 Great America Way, 501
Santa Clara, CA 95054
Phone: +1 (415) 997-5318
Email: notice@tenstorrent.com

Your notice must include: (i) a physical or electronic signature; (ii) description of the copyrighted work; (iii) the location of the infringing material on our site; (iv) your contact info; (v) a statement of good-faith belief; and (vi) a statement of accuracy under penalty of perjury.

If your content was removed and you believe it was removed by mistake or misidentification, you may send a counter-notice to our Copyright Agent as provided. Tenstorrent will terminate the accounts of users who are found to repeatedly infringe the intellectual property rights of others.

7. Suspension

In addition to its other rights of Suspension, Tenstorrent may also Suspend all or part of Customer's use of the Cloud Services or Models without prior notice if Tenstorrent reasonably believes or determines that (a) Suspension is necessary to protect the Cloud Services or Models, Tenstorrent’s infrastructure supporting the Cloud Services, or any other customer of the Cloud Services (or its authorized users); (b) there is suspected unauthorized third-party access to the Cloud Services; (c) immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 6.3 (Restrictions), the AUP, or any applicable service specific term. Tenstorrent will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved to Tenstorrent’s satisfaction. At Customer's request, Tenstorrent will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible. Tenstorrent will have no Liability for any damages, losses or liabilities (including loss of data or profits), or any other consequences that Customer may incur because of a Suspension.

8. Intellectual Property Rights and Permissions; Feedback

8.1 Intellectual Property Rights and Permissions. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data (including in Inputs and Outputs), any Customer Application, Customer Training Data, and Customer supplied Model. Tenstorrent retains all Intellectual Property Rights in the Cloud Services. Customer obtains only a limited right to access and use the Cloud Services. Customer grants Tenstorrent the limited rights that may be reasonably necessary for Tenstorrent to deliver the Cloud Services and Models. This limited permission also extends to Tenstorrent's Affiliates, sub-processors, and contractors.

8.2 Customer's Training Data. Customer may in its sole discretion supply Tenstorrent with data for the purposes of prompting, fine-tuning, or customizing the Models or Cloud Services for Customer's needs ("Customer Training Data"). Tenstorrent will not use such Customer Training Data other than to provide the Cloud Services and Models to Customer. Customer grants Tenstorrent and its Affiliates a worldwide, non-exclusive, non-sublicensable, non-transferable license to use the Customer Training Data solely for the purpose of providing the Cloud Services to Customer during the Order Term. Customer represents and warrants it has all rights in the Customer Training Data necessary to grant the rights contemplated by this Agreement for Tenstorrent and its Affiliates to provide the Cloud Services to Customer for its sole use.

8.3 Feedback. Customer may, from time to time, provide suggestions, comments, or other feedback regarding the Cloud Services (“Feedback”). Customer acknowledges that providing Feedback is entirely voluntary and that Tenstorrent has no obligation to treat such Feedback as confidential. Tenstorrent may freely make, use, sell, offer for sale, sub-license, import, disseminate and dispose of in any manner it sees fit any Feedback that Customer provides. Customer agrees not to claim that Tenstorrent owes it any compensation for its license to such Feedback.

9. Reserved

10. Confidential Information

10.1 Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates' employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to obligations of confidentiality at least as protective as those provided in this Agreement. The recipient will ensure that its Representatives use the received Confidential Information with reasonable care only to exercise rights and fulfill obligations under this Agreement. The recipient is responsible for all acts and omissions of its Representatives.

10.2 Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) or valid order of a court of competent jurisdiction, the recipient will (a) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information; and (b) in any event disclose only that portion of disclosing party's Confidential Information that is legally required to be disclosed.

11. Term and Termination

11.1 Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the earlier of (a) the end of the applicable Order Term; or (b) termination of this Agreement as stated in this Section 11 (Term and Termination).

11.2 Termination for Breach.

11.2.a Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.

11.2.b Termination of this Agreement. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (i) the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

11.2.c Any such termination exercised by a party under clauses (a) or (b) of this Section 11.2 (Termination for Breach) will occur automatically without the need for a judicial hearing or further order or notice.

11.3 Termination for Convenience. Customer may stop using the Cloud Services at any time. Subject to any financial commitments in an Order Form, Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Cloud Services. Tenstorrent may terminate this Agreement or any applicable Order Form for its convenience at any time with 30 days' prior written notice to Customer.

11.4 Termination Due to Applicable Law; Violation of Laws; Incurable Breach. Tenstorrent may terminate this Agreement immediately upon written notice if Tenstorrent reasonably believes that (a) continued provision of any Cloud Service or Model used by Customer would violate applicable law(s); (b) Customer has violated or caused Tenstorrent to violate any Anti-Bribery Laws or Export Control Laws; or (c) Customer has breached this Agreement in a manner that is incapable of remedy, including breach of Section 10 (Confidential Information).

11.5 Effect of Termination. If this Agreement terminates, then all Order Forms also terminate. If this Agreement or an Order Form is terminated, then (a) all rights and access to the Cloud Services and Models governed by the applicable Order Form(s) will terminate (including access to Customer Data, Customer Training Data and any Customer supplied Model, if applicable); and (b) Tenstorrent will delete any Customer Data, Customer Training Data, and Customer supplied Model, as applicable, in its systems within 30 days, unless otherwise described in this Agreement or the Order Form or if Tenstorrent is required to retain any such information under applicable law. All Fees owed by Customer to Tenstorrent under this Agreement or Order Form, as applicable, are immediately due upon Customer's receipt of the final invoice. If Tenstorrent terminates this Agreement under Section 11.3 (Termination for Convenience), it will refund Customer any prepaid unused Fees.

12. Representations and Warranties

Each party represents and warrants that (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all laws applicable to its provision, receipt, or use of the Cloud Services and Models, as applicable.

13. Warranty Disclaimer

Except as expressly provided for in this Agreement, Tenstorrent does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Cloud Services; and (b) any representations about content on or accessible through the Cloud Services. In addition, Tenstorrent disclaims all Liability related to the Models and Customer’s use of such Models.

14. Limitation of Liability

14.1 LIMITATION ON INDIRECT LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 14.3 (UNLIMITED LIABILITIES), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY (A) INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (B) LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL.

14.2 LIMITATION ON AMOUNT OF LIABILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT IN CONNECTION WITH THE CLOUD SERVICES IS LIMITED TO THE FEES CUSTOMER PAID FOR SUCH CLOUD SERVICES DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY, EXCEPT TENSTORRENT'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO EARLY ACCESS SERVICES AND ANY CLOUD SERVICES PROVIDED FREE OF CHARGE IS LIMITED TO $5,000.

14.3 UNLIMITED LIABILITIES. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR: (A) ITS FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) OBLIGATIONS UNDER THE AUP; (C) ITS INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; (D) ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; (E) BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION); OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Indemnification

15.1 Tenstorrent Indemnification Obligations. Tenstorrent will defend Customer Indemnified Parties using the Cloud Services (excluding Models and Third-Party Offerings) and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that such Cloud Service (excluding Models and Third-Party Offerings and the outputs thereof), as used in accordance with this Agreement, infringes the third party's Intellectual Property Rights.

15.2 Customer Indemnification Obligations. Customer will defend Tenstorrent Indemnified Parties providing the Cloud Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) Customer Data, any Customer Application, Customer Training Data, Customer fine-tuned or Customer supplied Model described in Section 4.5 and Customer Agent services described in Section 4.6; or (b) Customer's or an Authorized User's use of the Cloud Services or Models in breach of Section 6.3 (Restrictions), the AUP, or any applicable service specific terms.

15.3 Exclusions. Sections 15.1 (Tenstorrent Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's fraud, willful misconduct, violations of law, or breach of this Agreement; (b) a modification or combination of the indemnifying party's technology with materials not provided by the indemnifying party, directly or indirectly, or made by the indemnifying party under this Agreement, unless the modification or combination is required by this Agreement or is made per the other Party’s request and would not have arisen but for the modification or combination; or (c) in the case of Tenstorrent or any of its Affiliates as the indemnifying party, any Cloud Services provided to Customer free of charge.

15.4 Conditions. Sections 15.1 (Tenstorrent Indemnification Obligations) and 15.2 (Customer Indemnification Obligations) are conditioned on the following:

15.4.a Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and reasonably cooperate with the indemnifying party to resolve the allegation(s) and the Third-Party Legal Proceeding; provided that the indemnified party’s breach of this Section 15.4.a will only reduce the indemnifying party's obligations under Section 15.1 (Tenstorrent Indemnification Obligations) or 15.2 (Customer Indemnification Obligations), as applicable, to the extent such breach prejudices the indemnifying party’s defense of the Third-Party Legal Proceeding.

15.4.b Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit Liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

15.5 Remedies.

15.5.a If Tenstorrent reasonably believes the Cloud Services might infringe a third party's Intellectual Property Rights, then Tenstorrent may, at its sole option and expense (i) procure the right for Customer to continue using the Cloud Services; (ii) modify the Cloud Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Cloud Services with a non-infringing alternative that has materially equivalent functionality. If Tenstorrent does not believe the remedies in this Section 15.5.a are commercially reasonable, then Tenstorrent may Suspend or terminate Customer's use of the impacted Cloud Services upon written notice to Customer and refund any prepaid Fees for any unused Cloud Services. Customer will promptly comply with all reasonable instructions provided by Tenstorrent with respect to the above, including any instruction to replace, modify, or cease use of the Cloud Services.

15.5.b Sole Rights and Obligations. Without affecting either party's termination rights and to the extent permitted by applicable law, Section 15.1 (Tenstorrent Indemnification Obligations) states the Customer's sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 15 (Indemnification).

16. Dispute Resolution; Governing Law and Venue

16.1 Informal Dispute Resolution. If you have a concern that needs special attention, Tenstorrent is committed to working with you to reach a reasonable resolution. However, we can only do this if we know about it. Therefore, for any concern you may have related to this Agreement, you agree to first email a written description of it to our legal team (legal@tenstorrent.com) so we have an opportunity to address it. You agree to work with Tenstorrent in good faith to resolve the concern. If for some reason the concern is not resolved satisfactorily within 60 days after we receive your email, and all necessary information, you may file a claim in accordance with the governing law and venue provisions below. The parties acknowledge and agree that a court order will not be required to give effect to any term or termination of this Agreement or of any Order Form.

16.2 Governing Law and Venue. This Agreement 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. You further agree to accept service of process by mail and waive all jurisdictional and venue defenses otherwise available.

17. Miscellaneous

17.1 Notices. Any legal notice or any other communication required under this Agreement 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 legal@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.

17.2 Assignment. You may not assign this Agreement or your rights and/or obligations thereunder without Tenstorrent’s prior written consent. Tenstorrent may assign it’s rights and/or obligations under this Agreement at any time without notice.

17.3 Force Majeure. Except for obligations to make payments, neither Tenstorrent nor Customer shall be liable to the other for the duration of any failure, delay or breach of its obligations under these Terms of Sale when such failure, delay or breach is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, criminal or terrorist act, governmental interference, embargo, strike, labor handling, shortage of labor, fuel, power, materials or supplies, or any other cause or causes beyond a party’s reasonable control.

17.4 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties. Tenstorrent and Customer are not legal partners or agents but are independent contractors.

17.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

17.6 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

17.7 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

17.8 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

17.9 Survival. Those provisions, which by their nature are intended to survive the termination or expiration of this Agreement to fulfill their essential purpose, will survive the termination or expiration of this Agreement, including: Section 4 (Models), Section 5 (Payment Terms), Section 8 (Intellectual Property Rights and Permissions; Feedback), Section 10 (Confidential Information), Section 11.5 (Effect of Termination), Section 12 (Additional Representations and Warranties), Section 13 (Disclaimer of Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Dispute Resolution; Governing Law and Venue), Section 17 (Miscellaneous), and Section 18 (Aggregator Customers).

17.10 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The Additional Terms and Order Form(s) are incorporated by reference into this Agreement. After the Effective Date, Tenstorrent may provide an updated URL in place of any URL in this Agreement. Customer agrees that any terms and conditions contained in any purchase order Customer sends to Tenstorrent will not apply to this Agreement and are null and void.

17.11 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence) as relevant to the subject matter of the conflict: the AUP, this Agreement, the applicable Order Form, and then the Model Terms.

17.12 Interpretation. Headings and titles used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement. The phrases "including", "such as", or "or" are not limiting.

17.13 U.S. Government Customers. This Section applies if Customer is a U.S. federal government entity. The terms used in this Section are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. The Cloud Services are provided to the U.S. Government as "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data", and are subject to this Agreement, with the same rights and restrictions generally applicable to the Cloud Services. If Customer or any Authorized User is using Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer and such Authorized Users must immediately discontinue use of the Cloud Services. If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must supplement this Agreement.

17.14 Conflicting Languages. If this Agreement is made in the English language and any other local language, both versions are equally authentic. In the event of any inconsistency or differing interpretation between the different language versions, the English language version controls and the parties agree to amend the local language version to make it consistent with the English version.

18. Aggregator Customers

This Section 18 (Aggregator Customers) applies only if (a) Customer orders Cloud Services from a Tenstorrent authorized unaffiliated third-party aggregator under an active agreement with such aggregator (such Cloud Services, “Aggregated Services”), and (b) Customer is entering into this direct agreement with Tenstorrent to provision those Aggregated Services.

18.1 Tenstorrent will provide to Customer the Aggregated Services described in the Order Form to the extent that there is a valid and binding order for such Aggregated Services between Tenstorrent and the aggregator. Tenstorrent may Suspend Cloud Services to Customer without Liability if at any time Customer or the aggregator fails to maintain a Tenstorrent billing account linked to its Account or with the aggregator.

18.2 All prices for Aggregated Services will be solely determined between Customer and the aggregator and all payment, billing, and invoicing terms under Customer's agreement with the aggregator will prevail over this Agreement.

18.3 If Tenstorrent's agreement with the aggregator or Customer's agreement with the aggregator is terminated or expires, then the Cloud Services will no longer be provided to Customer, unless Customer enters into an Order Form for the Cloud Services directly with, and pays the applicable Fees to, Tenstorrent in accordance with the terms of this Agreement.

18.4 Subject to Section 14 (Limitation of Liability), Tenstorrent will not be liable for damages under this Agreement to the extent Customer has claimed damages from the aggregator in respect of the same event or series of events.

18.5 Tenstorrent may share Customer Confidential Information, that does not include Customer Data, with the aggregator subject to confidentiality obligations in this Agreement. Customer acknowledges and agrees that aggregator may disclose Customer and Authorized User personal data to Tenstorrent as reasonably required for the aggregator to handle any support issues that Customer escalates to or via the aggregator.

18.6 As between Tenstorrent and Customer, Customer is solely responsible for (a) any access by the aggregator to Customer's Account; and (b) outlining any additional rights or obligations as between the Customer and the aggregator with respect to the Aggregated Services. Tenstorrent will not have any Liability arising out of the aggregator’s (i) Suspension or termination of Customer's access to the Cloud Services; (ii) access to and visibility of Customer's Account and Customer's Account's billing information; (iii) offering or provisioning of aggregator or third-party products or services; or (iv) additional rights or obligations to Customer.