Lead time guarantee terms and conditions

The Ouster Lead Time Guarantee (the “Guarantee”) is provided by Ouster, Inc. (“Ouster”, “we”, “us”, or “our”) and is governed by these Ouster Lead Time Guarantee Terms and Conditions (the “Guarantee Terms and Conditions”).

A. The Guarantee. For each of your purchase orders that reference the Guarantee, include at least one (1) OS-1-16 or OS-1-64 sensor (collectively, the “Eligible Sensors”), and are accepted by Ouster (each a “Qualifying Order”), Ouster will guarantee that up to two (2) Eligible Sensors from each Qualifying Order will be shipped from Ouster’s or its suppliers’ facilities within two (2) calendar weeks following Ouster’s acceptance of the Qualifying Order (the “Guaranteed Shipping Period”).

B. Eligibility. The following eligibility requirements must be met to qualify for the Guarantee:

Each Qualifying Order must be placed directly with Ouster, except as otherwise provided below;

The Eligible Sensors must ship to an eligible delivery address, which is determined by Ouster at its sole discretion;

The Eligible Sensors must ship using Ouster’s shipping account;

Each Qualifying Order must include at least one (1) Eligible Sensor with standard accessories, which are the only products subject to the Guarantee;

Each Qualifying Order must reference the Guarantee and must be accepted by Ouster; and

Ouster must receive payment from you in advance of shipment of the Eligible Sensors for the Qualifying Order or you must be approved in writing for credit sufficient to cover the Qualifying Order.

C. Failure by Ouster to Meet the Guarantee. If you believe Ouster has failed to meet the Guarantee, please contact Ouster at lidar@ouster.io. Any and all failures must be reported within thirty (30) calendar days from the end of the Guaranteed Shipping Period to be eligible for a remedy from Ouster.

D. Excusable Failures. Ouster will not be responsible for any failure to have met the Guarantee if:

Your provision of incorrect personal or business information contributes to a delay in shipment (including, by way of example, an incorrect delivery or billing address);

Your payment instructions or payment method were invalid, and shipment was delayed until appropriate payment arrangements were secured;

The shipment was delayed due to security or other regulatory delays;

An unforeseen circumstance outside of Ouster’s control contributes to any delay in shipment (including by way of example a labor strike, materials shortage, natural disaster, or act of God)

Any person or entity outside of Ouster’s control, contributes to any delay in shipment (including, by way of example, any local, state or federal government entities or any independent carriers);

You request a delayed shipping date; or

You and Ouster agree on a delivery date that makes shipping during the Guaranteed Shipping Period unreasonable, as determined by Ouster at its sole discretion.

E. Authorized Reseller. Ouster may authorize certain resellers to submit Qualifying Orders and redeem the Guarantee on your and other customers behalf (such resellers, the “Authorized Resellers”). When we receive a Qualifying Order from an Authorized Reseller, then the Guaranteed Shipping Period begins when Ouster accepts the Qualifying Order from the Authorized Reseller and the Guarantee is satisfied when Ouster ships the Eligible Sensors to the Authorized Reseller.

F. Holiday Extension. If any United States federally recognized holiday occurs within the Guaranteed Shipping Period, then the Guaranteed Shipping Period will be extended for a time equal in duration to the applicable holiday period.

G. Shipment, not Delivery. The Guarantee is a commitment by Ouster to place up to two (2) Eligible Sensors in transit within the Guaranteed Shipping Period. The Guarantee is not a delivery commitment and any failure of the Eligible Sensors to be delivered to your delivery address will not be deemed a failure of Ouster to meet the Guarantee.

H. No Obligation to Accept Purchase Orders. As stated above, the Guarantee is only applicable to Qualifying Orders accepted by Ouster. Nothing in these Guarantee Terms and Conditions obligates Ouster to accept any orders for any Ouster products or to proceed with any transaction with you.

I. General.

a. Supplemental Agreements. These Guarantee Terms and Conditions apply in addition to the Terms and Conditions of Website Use Agreement (the “Website Agreement”) and the Terms and Conditions of Sale (the “Terms of Sale”). Where there is any conflict or inconsistency between these Guarantee Terms and Conditions, the Website Agreement, the Terms of Sale, or any other agreement or policy between you and Ouster, these Guarantee Terms and Conditions will control as to all matters that are explicitly addressed in these Guarantee Terms and Conditions. For all matters not explicitly discussed in these Guarantee Terms and Conditions, the other agreements or policies will control.

b. Modifications to the Guarantee. The Guarantee and these Guarantee Terms and Conditions can be suspended, modified, or revoked at Ouster’s sole discretion at any time and without liability or prior notice to you.