EVALUATION CLOUD TERMS OF USE AGREEMENT
Last Updated: November 3, 2025
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THIS EVALUATION CLOUD TERMS OF USE AGREEMENT (THIS "AGREEMENT") SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU AND TENSTORRENT USA, INC. ON BEHALF OF ITSELF AND ITS AFFILIATES ("TENSTORRENT") RELATED TO YOUR ACCESS TO TENSTORRENT'S PROPRIETARY PLATFORM-AS-A-SERVICE ON AN EVALUATION BASIS (THE "SERVICE").

BY CLICKING ON THE "I AGREE" BUTTON, COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TENSTORRENT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. THE TERM "USER" OR "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTRERED FOR USE OF THE SERVICES.

1. Provision of the Platform. Subject to User's continued compliance with the terms of this Agreement, Tenstorrent hereby grants to User during the Evaluation Term (as defined below) a non-exclusive, non-transferable, non-sublicensable and royalty-free right for employees to access and use the Service, solely for User's internal business purposes to test and evaluate the Service. User understands that the version of the Service provided pursuant to this Agreement is a prerelease version that has not yet completed Tenstorrent's quality assurance testing.

2. Accounts. The Services can only be accessed after the creation of an account with Tenstorrent ("Account"). In registering your Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. User is solely responsible for ensuring the security and confidentiality of all Registration Data and shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. User must notify Tenstorrent immediately of any unauthorized access of its Registration Data or Account upon becoming aware of it.

3. Restrictions. Tenstorrent reserves all rights that are not expressly granted to User in Section 1. Unless otherwise authorized by Tenstorrent in writing, neither User nor any of its employees may: (a) sublicense, rent, lease, lend, share, redistribute, or otherwise provide any third party with access to the Service, including on a time sharing, service bureau, or other similar basis; (b) decompile, reverse engineer, or otherwise translate or attempt to derive the source code of all or any part of the Service (except to the extent that this subsection (c) is limited by applicable law, in which case User shall to the extent permitted by law inform Tenstorrent in writing before exercising this right under applicable law); (d) copy, modify or create derivative works of the Service; (e) remove or alter any proprietary notices, labels or marks in the Service; (f) disclose the results of testing or benchmarking the Service; (g) circumvent or disable the Service's copyright protection or license management mechanisms; or (h) use the Service to create a product that competes with the Service. User and its employees shall comply with all applicable laws, rules and regulations when using the Service. User is responsible for ensuring compliance with this Agreement by its employees and authorized users and, for the avoidance of doubt, any breach of this Agreement by any User employee or authorized users will be deemed a breach by User.

4. Ownership. Tenstorrent and its licensors own and retain all right, title and interest (including all intellectual property rights) in and to: (i) the Service and any derivative works thereof; and (ii) any and all comments, suggestions, ideas or other information or materials regarding User's use of and experience with the Service that User may provide to Tenstorrent ("Feedback"). User hereby irrevocably assigns, transfers and conveys to Tenstorrent all right, title, and interest that User may have in or to any Feedback. Tenstorrent may use and exploit the Feedback without restriction whatsoever and without any obligation to provide attribution or compensation to User. However, the User shall not be held liable for any results arising out of or related to the use and exploitation of Feedback by Tenstorrent.

5. Data. The term "User Data" means (i) any data provided or transmitted by User into the Service, and (ii) the User-specific output resulting from User's use of the Service. User grants to Tenstorrent a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform, and display User Data, and provide necessary access to third party service providers acting on Tenstorrent' behalf, such as Tenstorrent's hosting services provider, only: (a) to provide, maintain, and update the Service for User; (b) as compelled by law; or (c) as expressly permitted in writing by User. Subject to the limited licenses granted herein, Tenstorrent acquires no right, title, or interest under this Agreement in or to any User Data. User is responsible for obtaining all necessary rights and consents for Tenstorrent to process User Data for the purposes of providing the Services and for meeting Tenstorrent's obligations under this Agreement. In addition, Tenstorrent may use data concerning User's use of the Services in an aggregated and anonymous manner ("Usage Information"), including but not limited to compiling statistical and performance information related to the operation of the Services, determining usage trends, performing analytics, improving the Services, promoting and marketing the effectiveness of the Services, or for any other ordinary business purpose, provided that such uses shall relate to Tenstorrent's obligations to provide the Services to Users. User agrees that Tenstorrent may make Usage Information publicly available, provided that such information does not identify User either directly or indirectly. Tenstorrent retains all intellectual property rights in Usage Information. Tenstorrent shall have no obligation or liability in connection with any use of User Data which is anonymized or otherwise de-personalized, unless, and to the extent, restricted by applicable law. Unless expressly agreed to by Tenstorrent in writing elsewhere, Tenstorrent has no obligation to store any of the User Data that you make available via the Services. Tenstorrent has no responsibility or liability for the deletion or accuracy of any User Data or the failure to store, transmit or receive transmission of User Data.

6. User Conduct. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any User Data on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Tenstorrent's prior written consent; (v) impersonates any person or entity, including any employee or representative of Tenstorrent; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Services, including but not limited to violating or attempting to violate any security features of Services, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in Services, introducing viruses, worms, or similar harmful code into User Properties, or interfering or attempting to interfere with use of Services by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" Services.

7. Investigations. Tenstorrent may, but is not obligated to, monitor or review Services and User Data at any time. Without limiting the foregoing, Tenstorrent shall have the right, in its sole discretion, to remove any User Data for any reason (or no reason), including if such User Data violates the Agreement or any applicable law.

8. Fees. To evaluate the Service, the Service is currently being provided by Tenstorrent to User free of charge. Notwithstanding the foregoing, Tenstorrent reserves the right to charge a fee for the Services in its sole discretion upon modification of this Agreement. In addition, any access or use of the Service beyond the Evaluation Term requires a separate agreement with Tenstorrent.

9. Support Services. During the Evaluation Term, Tenstorrent will use commercially reasonable efforts to provide User with reasonable support services during Tenstorrent's regular business hours to help User test and evaluate the Service. The parties will agree to the specific support services to be provided on a case-by-case basis.

10. Term and Termination. This Agreement commences on the Effective Date and remains in effect for [90] days from such date or until terminated by either party in accordance with this Section 10 ("Evaluation Term"). Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party can extend upon mutual agreement by both parties. Upon expiration or termination of this Agreement for any reason, (a) the license granted to User in Section 1 will automatically terminate; (b) User must immediately cease all use of the Service; and (c) each party must return or permanently destroy all tangible embodiments of the other party's Confidential Information (defined below) within its possession or control and, upon request, certify in writing this obligation has been satisfied. Sections 2-7 and 10-16 shall survive any expiration or termination of this Agreement. For purposes of this Agreement, "Effective Date" means the earlier of (i) the date Tenstorrent provides User with access credentials to the Service, or (ii) the date User first accesses the Service.

11. Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known (due to the nature of the information or the circumstances surrounding disclosure) is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, the Service and all Feedback will be considered Confidential Information of Tenstorrent. Information will not constitute the other party's Confidential Information if it: (a) is already known by the Receiving Party free of any obligation of confidentiality; (b) is independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information; (c) is publicly known without breach of this Agreement; or (d) is lawfully received from a third party free of any obligation of confidentiality. The Receiving Party will not use any Confidential Information except as expressly authorized by this Agreement, will not disclose any Confidential Information to any third party, and will protect the Disclosing Party's Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party's Confidential Information. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements, the Receiving Party will promptly notify the Disclosing Party of the order and, if requested, reasonably assist the Disclosing Party (at its own expense) to seek an appropriate protective order.

12. Warranty Disclaimers. TENSTORRENT PROVIDES THE SERVICE "AS-IS" AND WITHOUT WARRANTY OF ANY KIND. TENSTORRENT HEREBY EXPRESSLY DISCLAIMS AND WAIVES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, TENSTORRENT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. HOWEVER, THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY INACCURACY OR ERROR IN THE SERVICE MAY IMPUGN THE SERVICES PERFORMED IN FURTHERANCE OF THE PURPOSE AND THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS ARISING OUT OF OR RELATED ANY INACCURACY OR ERROR OF THE SERVICE.

13. Limitations on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) TENSTORRENT WILL NOT BE LIABLE TO USER UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT THIS AGREEMENT OR USER'S USE OF THE SERVICES; AND (b) IN NO EVENT WILL TENSTORRENT' TOTAL LIABILITY ARISING UNDER THIS AGREEMENT EXCEED ONE-THOUSAND DOLLARS ($1,000.00).

14. Modification. Tenstorrent reserves the right, at any time, to modify, suspend, or discontinue the Service, with or without notice. In addition, Tenstorrent reserves the right to change the terms and conditions of this Agreement. User's continued use of the Service after any such changes take effect shall constitute User's consent to such changes.

15. Export Control. User may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which User obtained Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, User represents and warrants that (i) User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) User is not listed on any U.S. Government list of prohibited or restricted parties. User also will not use Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. User acknowledges and agrees that products, services or technology provided by Tenstorrent are subject to the export control laws and regulations of the United States. User shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Tenstorrent products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16. Miscellaneous. User agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Tenstorrent, entitling Tenstorrent to seek injunctive relief in addition to all other legal remedies. This Agreement constitutes the entire agreement between the parties with respect to User's use of the Service, and supersedes all prior or contemporaneous understandings or agreements, whether oral or written, express or implied. This Agreement will be governed by the laws of the State of California, without regard to its conflicts of laws principles. Any dispute arising under this Agreement will lie exclusively in the courts in San Francisco, California. Any waiver of a right arising under this Agreement must be made in writing and signed by the party making the waiver. This Agreement may only be amended in a writing signed by the parties. User may not assign this Agreement without Tenstorrent prior express written consent. Any attempted assignment in violation of the prior sentence constitutes a breach of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in effect. Any notice to User may be provided by email, and you are responsible for providing Tenstorrent with your most current e-mail address. In the event that the last e-mail address you provided to Tenstorrent is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Tenstorrent' dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Tenstorrent at the following address: Tenstorrent USA, Inc., Attn: Legal, 2550 Great America Way, #150, Santa Clara, CA 95054. Such notice shall be deemed given when received by Tenstorrent by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.