Terms of sale

OUSTER GLOBAL TERMS OF SALE

Effective as of Aug 17, 2022

These Ouster Global Terms of Sale (these “Terms”) describe the terms and conditions that apply to the purchase and use of Ouster, Inc.’s and its affiliates (collectively, “Ouster”) products and services (“Products”) by any person or entity identified in a Sales Order as the purchaser of Products (“Customer”).

1. OUSTER ENTITY AND TERMS.

1.1 Named Ouster Entity. Each Sales Order (as defined below) will be entered into between Customer and the Ouster entity set forth in the Sales Order. If the contracting entity in the Sales Order is an affiliate of Ouster, Inc., then the annexes to these Terms will apply as follows:

i) If Ouster’s contracting entity included on the Sales Order is Ouster Netherlands, B.V., Annex A will apply and in the event of any conflict between the main body of these Terms and Annex A, Annex A will prevail.

ii)If Ouster’s contracting entity included on the Sales Order is Ouster Hong Kong Limited, Annex B will apply and in the event of any conflict between the main body of these Terms and Annex B, Annex B will prevail.

iii)If Ouster’s contracting entity included on the Sales Order is Ouster (Suzhou) Intelligent Technology Co., Ltd., Annex C will apply and in the event of any conflict between the main body of these Terms and Annex C, Annex C will prevail.

1.2 Sales Orders. When a Sales Order is entered into between Customer and an Ouster entity, the terms of the Sales Order will be in force solely between Customer and the applicable Ouster entity. Each Ouster entities’ liability related to any Sales Order shall be separate from each other Ouster entity.

2. PURCHASE ORDERS.

2.1 Orders. Customer may submit an offer to purchase Products by providing to Ouster purchase orders or similar ordering documentation hereunder to Ouster (“Proposed Orders”). All Proposed Orders by Customer are subject to Ouster’s acceptance, which may be made in writing or by placing Products in transit to the address set forth in the Proposed Order (any Proposed Orders accepted by Ouster, “Sales Orders”). Any acceptance or rejection of a Proposed Order is given or withheld at Ouster’s sole discretion. Additionally, Ouster may provide executable quotes for its Products governed by these Terms, which will also become Sales Orders if accepted by Customer – either through execution of the quote or through acceptance of Products. Once formed, Sales Orders are non- cancelable and may not be modified by Customer.

2.2 Effects of Additional and Conflicting Terms. These Terms will prevail over any additional or conflicting terms or conditions of any Proposed Orders, or any other electronic or physical ordering document provided by Customer in connection with Customer’s ordering of any Products from Ouster. Notwithstanding Ouster’s acceptance of any Proposed Order from Customer, Ouster hereby gives Customer notice of Ouster’s objection to and rejection of any conflicting or additional terms in any such Proposed Order.

3. Delivery and Acceptance.

3.1 Shipment. Ouster will ship the Products to the address set forth in the Sales Order. Unless a carrier is specified in the Sales Order, Ouster will select the carrier. Ouster will pack all Products in commercially and legally suitable containers. Ouster will ship the Products via the Incoterms 2020 specified on the Sales Order.

3.1.1 If the Sales Order specifies EXW, Ouster will ship the Products Ex-Works (EXW - Incoterms 2020). Title to and risk of loss for the Products will pass to Customer when the Products are made available to the carrier for transit.

3.1.2 If the Sales Order specifies DDP, Ouster will ship the Products Delivery Duty Paid (DDP - Incoterms 2020). Title to and risk of loss for the Products will pass to Customer when the Products are delivered to the Customer.

3.2 Delivery Schedule. Ouster will use commercially reasonable efforts to ship the Products in accordance with the delivery date set forth in the Sales Order.

3.3 Inspection and Acceptance. Customer will perform a visual inspection of delivered Products within three (3) business days following their delivery to the delivery address (the “Inspection Period”) for their conformity to the Product Warranty (as defined below). Customer’s failure to provide written notice of a non-conformity in the Products during the Inspection Period will be deemed acceptance of the Products. Notwithstanding the foregoing, if a shipment includes the wrong Products or incorrect quantities of Products, Customer will notify Ouster of such shipment errors in writing within fifteen (15) days of delivery and, as Customer’s sole and exclusive remedy, Ouster will correct the shipment.

4. FEES AND PAYMENT.

4.1 Fees. Ouster will issue Customer invoices for the amounts payable by Customer pursuant to the Sales Order no earlier than when Ouster makes the Products available to the carrier for shipment. In addition to the fees for the Products on the Sales Order (the “Fees”), Customer will be responsible for: (a) any sales tax, value-added tax, excise taxes, consumption taxes, tariffs, duties, and other governmental charges, however designated, except for taxes on Ouster’s net income; (b) shipping charges; (c) distribution expenses; and (d) insurance costs, all of which will be either separately stated on the invoice or subject to a separate invoice delivered by Ouster.

4.2 Payment. Customer will pay invoices within thirty (30) days after Ouster’s delivery of the applicable invoice; provided that, if Ouster has reasonable concerns about Customer’s ability to pay for any Products, Ouster may require Customer to provide reasonable assurances of its ability to pay before shipping the Products. If Customer cannot provide assurances in a timely manner, then Ouster may require payment in full in advance of shipment, and if Ouster does not receive such payment in advance, Ouster may cancel the relevant Sales Order. All undisputed amounts not paid when due will incur interest on any outstanding balance until paid in full at the lesser of one and one-half percent (1.5%) interest per month or the maximum legal rate allowed by applicable law.

4.3 Currency. All amounts payable by Customer are provided in, and all payments by Customer will be made in United States dollars.

5. REPRESENTATIONS AND WARRANTIES

5.1 Products Warranty. Ouster represents and warrants only to Customer that the Products, at the time of their delivery to the address set forth in the Sales Order and for twenty-four (24) months thereafter (the “Warranty Period”), will materially: (i) conform to the specifications for the Products available on Ouster’s website at the time of acceptance of the Sales Order (the “Product Specifications”); and (ii) be free from defects in materials and workmanship (the “Product Warranty”).

5.2 Exclusive Remedies. If a Product does not conform with the Product Warranty during the Warranty Period (a “Non-Conforming Product”), then as Customer’s sole and exclusive remedy, Ouster will replace (without any additional charge) the Non-Conforming Product within a reasonable amount of time following its receipt of the Non-Conforming Product; provided that: (i) Ouster is promptly notified in writing with a detailed explanation of the non-conformity upon Customer’s discovery of such deficiencies; (ii) Customer places the Non-Conforming Product in transit to Ouster during the Warranty Period and (iii) Ouster’s examination of the Products confirms the nonconformity. Ouster will provide the replacement Products free of charge and will bear all shipping costs in connection with providing the replacement Products under this Section (either by prepaying the charges or having Customer prepay and then being reimbursed upon verification of nonconformity); provided that, if there are any costs recoverable by Customer associated with these remedies (including any value added tax arising out of a replacement) (“Recoverable Costs”), then the Recoverable Costs will be excluded from such costs and Customer will be responsible for recovering such Recoverable Costs. Customer acknowledges and agrees that replacement of any Non-Conforming Product may be made by substitution of another product that is substantially similar in form and function to the Non-Conforming Product. The warranty period for replacement Products will be the greater of the remainder of the original Warranty Period or sixty (60) days.

5.3 Warranty Exclusions. Ouster will not be liable for a breach of the Product Warranty and a Product will not be deemed a Non-Conforming Product to the extent the non-conformity arises out of: (i) defects specifically drawn to Customer’s attention prior to Ouster’s shipment of the Products; (ii) installation, maintenance or use of the Products inconsistent with the Product Specifications; (iii) labels or tamper-resistant mechanisms having been removed from the Products; and/or (iv) the Products having been subjected to misuse, neglect, accident, improper installation, repair not authorized by Ouster, or combination with items not supplied by Ouster which adversely affect the condition of the Products.

5.4 Accessories; Free-Issue Materials. If Ouster provides to Customer any third-party accessories or free-issue materials alongside the Products (including, by way of example, any cables, connectors, or perception hardware or software) (collectively, “Accessories”), then the Product Warranty will not apply to such Accessories. Instead, all Accessories will be provided on an “As-Is” and “As-Available” basis without warranty of any kind and will be used by Customer at its own risk and liability.

5.5 DISCLAIMER OF WARRANTIES. THE EXPRESS LIMITED WARRANTIES IN THESE TERMS ARE IN LIEU OF, AND OUSTER AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THEIR ANALOGS UNDER THE APPLICABLE LAWS OF ANY JURISDICTION. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6. APPROVED USES; RESALE.

6.1 Approved Uses. Customer will use the Products solely and exclusively in accordance with the terms and conditions of these Terms, the Product Specifications, and any instructions for the Products provided by Ouster. Customer agrees that pursuant to legitimate interests of Ouster – including compliance with applicable law and the protection of the goodwill and business of Ouster - Ouster may restrict certain uses of its Products by Customer and Customer’s customers and end users. Accordingly, Customer will not: (i) use the Products for any military purposes (including any border surveillance) or for the benefit of any military; (ii) use the Products in, and/or sell, provide, or otherwise transfer any Products to any individual or entity who intends to use the Products in, any prison, jail, or similar incarceration institution (including, in each case, as part of Customer’s Integrated Products); (iii) sell, provide, or otherwise dispose of any Product without Ouster’s prior written approval; or (iv) permit any third party to do any of the foregoing.

6.2 Integrated Products. Notwithstanding Section 6.1(iii), Customer may resell, transfer, or otherwise provide Products to third parties: (a) as part of an integrated product that contains substantial material and technology in addition to the Product, in which the Product is physically integrated only as a subcomponent and not the primary aspect or functionality of such product (an “Integrated Product”) and (b) on a standalone basis (i) as required to fulfill outstanding warranty and spare parts obligations to its customers; and (ii) as part of Customer’s asset management practices in the ordinary course of business but only with respect to used or repaired Products that are no longer usable in Customer’s Integrated Products. As a condition of this resale right: (a) Customer’s terms and conditions of sale for such Integrated Products will incorporate warranty disclaimers, limitations of liability and reverse engineering provisions in favor of Ouster (who may be referred to as Customer’s supplier) that are at least as protective as the applicable terms of these Terms, and (b) Customer understands and agrees that Customer is deemed the “producer” of all Integrated Products and will be solely responsible for complying with all such applicable laws, rules and regulations.

7. INTELLECTUAL PROPERTY RIGHTS.

7.1 Ownership; No Reverse Engineering. Ouster and its licensors will own and retain any and all worldwide patent rights, registered designs, copyrights, mask work rights, database rights, unregistered design rights, trademarks, trade secrets, rights in software, and other proprietary information rights, know-how and all other intellectual property or industrial property rights (whether statutory, common law or otherwise), including any registrations, applications, renewals and extensions thereof and all rights to sue for infringement or misappropriation thereof, whether now existing or acquired in the future (collectively, “Intellectual Property Rights”) embodied in the Products and Product Specifications. Customer acknowledges that all internal hardware, software, and functionality not readily visible from external view of the Product constitute confidential information, trade secrets and/or other intellectual property of Ouster. Accordingly, Customer agrees not to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, designs, or architecture any Product; (ii) modify or copy any Product or any part of any Product; or (iii) facilitate or permit any third party to do any of the foregoing without Ouster’s prior written approval, such approval to be separate from any acceptance from any Sales Order. The foregoing restrictions do not apply to the extent that such restrictions are prohibited by applicable law notwithstanding these Terms.

7.2 Open-Source Software. The Products may contain certain software licensed under open-source licenses. Nothing in these Terms is intended to limit Customer’s rights to such open-source software under the applicable open-source licenses.

7.3 Marketing. Ouster and its affiliates may identify Customer as a customer of Ouster on Ouster’s website as well as within any written and/or electronic marketing material relating to Ouster’s products and/or services.

7.4 Feedback. If Customer provides any suggestions, ideas, improvements, or feedback regarding the Products, Customer hereby grants to Ouster a non-exclusive, perpetual, irrevocable license to use and exploit all such suggestions or feedback in connection with Ouster’s products and services without restriction.

8. CONFIDENTIALITY. The parties undertake that they will not at any time disclose or use for any purpose detrimental or potentially detrimental to any of the parties any (i) information concerning this Agreement and/or the Products and the Product Specifications and/or (ii) any other document concerning the business and affairs of the parties no matter in form (digital, electronic, hard copy etc.) is disseminated to each party (Confidential Information), except: (a) to the extent required by law or any competent authority; (b) to their professional advisers subject to a duty of confidentiality and only to the extent necessary for any lawful purpose; and (c) to the extent that at the date hereof or hereafter such information is or shall become public knowledge otherwise than through improper disclosure by any person. If a party is required to disclose any Confidential Information in accordance with this Section, the disclosing party shall use its best endeavours to consult with the other party prior to making any such disclosure.

9. INDEMNIFICATION.

9.1 Indemnification by Ouster. Ouster will defend, indemnify, and hold harmless Customer from and against any and all damages, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively “Losses”) based upon a claim, suit, action or proceeding (each a “Claim”) brought against Customer by a third party that arises out of the infringement of a third party’s Intellectual Property Rights by the Products and Customer’s use thereof in accordance with the Product Specifications. Ouster will not be required to indemnify, defend, and hold harmless Customer for any Claims or Losses to the extent arising out of: (a) any use of the Products in a manner inconsistent with this Agreement, the Product Specifications, and/or any other written instructions for the Products made available by Ouster to Customer; (b) modifications of the Products by Customer; (c) any combination of the Products with any materials (including, but not limited to, any hardware or software) not provided by Ouster; and (d) any failure by Customer to incorporate updates or upgrades to the Products that would have avoided the alleged infringement, provided that Ouster offered such updates or upgrades without charge to Customer prior to the date of such third party claim or action ((a) through (d) collectively, any “Excluded Claims”). If the sale or use of the Products is enjoined or, in Ouster’s sole and absolute judgment, is likely to be enjoined, Ouster shall, at Ouster’s election in its sole and absolute discretion and at Ouster’s sole expense, procure for Customer the right to continue using the Products, replace the same with equivalent non-infringing products, or modify such Products so they become non-infringing.

9.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Ouster and its affiliates, and each of their officers, employees, agents, representatives, successors and assigns (each a “Ouster Indemnified Party”) from and against any and all Losses based upon a Claim brought against a Ouster Indemnified Party by a third party that: (a) is an Excluded Claim and/or (b) that arises out of (i) its breach of applicable law (including Export Control and Sanctions Laws (as defined below)); and/or (ii) Customer’s Integrated Products.

9.3 Indemnification Procedure. The indemnified party will promptly notify the indemnifying party of any Claim requiring indemnification; provided that if the indemnified party fails to promptly notify the indemnifying party, this will only affect the indemnifying party’s obligations to the extent the indemnified party’s failure materially prejudices the indemnifying party’s ability to defend the Claim. The indemnifying party will undertake the sole and complete defense of any such Claim, but the indemnified party will have the right to participate in the defense with counsel of its own choosing and at its own expense. The indemnifying party will have the right to settle the Claim; provided that, it will not, without the prior written consent of the indemnified party, agree to a settlement of any Claim which could lead to liability or create any obligation or admission of wrongdoing on the part of or on behalf of the indemnified party (other than to cease using any infringing materials). The indemnified party will cooperate with the indemnifying party, at the indemnifying party’s cost and reasonable request, in the defense and settlement of the Claim.

10. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR: (I) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY; OR (II) CUMULATIVE LIABILITY UNDER THIS AGREEMENT IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO OUSTER FOR PRODUCTS UNDER THE APPLICABLE SALES ORDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. The limitations of liability set forth herein will not apply to: (a) Customer’s payment obligations; (b) a party’s liability related to (i) its breach of Section 7, and/or (ii) gross negligence or intentional misconduct; and/or (c) any liability that may not be limited as a matter of law.

11. GOVERNING LAW; DISPUTE RESOLUTION. The rights and obligations of the parties under this Agreement and any disputes will not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations will be governed by and construed under the laws of the state of California, United States of America, without reference to conflict of laws principles. The parties consent that any dispute or claim relating in any way to this Agreement will be resolved by binding arbitration as described in this paragraph, rather than in court. Any arbitration will be conducted in San Francisco, California, before one arbitrator, and shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. EXCEPT AS PROVIDED BY THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE AMONG THE PARTIES. ACCORDINGLY, AND NO PARTY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. Notwithstanding the foregoing, each party will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction without having to going through arbitration: (a) in the context of a bona fide emergency or prospective irreparable harm to preserve the status quo pending resolution of a dispute between the parties and (b) where a party alleges or claims a violation of any agreement regarding intellectual property, confidential information or noninterference. The parties hereby irrevocably agree to the exclusive jurisdiction of the state and federal courts located in San Francisco, California for any court actions included in this Section, the entry of the arbitrators’ judgment following arbitral resolution in Section, and any action which is prohibited from being arbitrated.

12. EXPORT CONTROL AND SANCTIONS LAWS AND GOVERNMENT APPROVAL. Customer agrees to comply fully with all applicable laws and regulations of the United States, other countries, and/or supra-national organizations such as the European Union, governing the import or export of products or technology to any individual or entity who is the subject of or target of any law or order related to (i) export controls, including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations, or (ii) economic sanctions, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State (“Export Control and Sanctions Laws”). Customer shall assure that the Products are not: (a) exported, directly or indirectly, in violation of Export Control and Sanctions Laws, to any individual or entity (1) listed on any Export Control and Sanctions Law-related list of designated individuals or entities maintained by any government, (2) located, organized, or resident in a country or territory that is the subject of or target of any Export Control and Sanctions Laws, or (3) owned, directly or indirectly, by such individuals or entities in clauses (1) or (2); or (b) intended to be used for any purpose prohibited by Export Control and Sanctions Laws, including nuclear, chemical, or biological weapons proliferation. Notwithstanding anything to the contrary contained herein, all obligations of Ouster and Customer are subject to obtaining all necessary approvals required by the applicable agencies of the governments of the United States and foreign jurisdictions. The parties will cooperate with each other and will provide reasonable assistance to the other to obtain any required approvals.

13. MISCELLANEOUS.

13.1 Interpretation. The Section headings in these Terms are for convenience only and will not affect the contents of which they reference. As used herein the terms “include” and “including” will mean “include without limitation” or “including without limitation.” Each party has had an adequate opportunity to review each and every provision of these Terms and to submit the same to legal counsel for review and advice. Based on the foregoing, the rule of construction, if any, that a contract be construed against the drafter shall not apply to interpretation or construction of these Terms.

13.2. Translation. The controlling language of these Terms in all respects is English and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties. All communications and notices to be made or given pursuant to this Agreement, and any dispute proceeding related to or arising hereunder, shall be in the English language. If there is a discrepancy between any translation of these Terms and these Terms, the English version of these Terms shall prevail.

13.3 Force Majeure. Nonperformance of any party (other than with respect to payment obligations) will be excused to the extent that performance is rendered impracticable by strike, fire, earthquake, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the nonperforming party.

13.4 Assignment. Customer may not assign or transfer any rights or delegate any duties under these Terms without Ouster’s prior written consent. Ouster may freely assign or transfer its rights or delegate its duties under these terms without notice or approval of Customer, including in connection with any merger, sale of assets, sale of stock, reorganization or otherwise. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13.5 Relationship of the Parties. The relationship of the parties under these Terms is that of independent contractors. Nothing in these Terms is intended or construed to create an agency, partnership, joint venture, or employer-employee relationship between the parties. Neither party is authorized, nor may either party represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of the other party.

13.6 Notice. All notices required under these Terms will be in writing and will be sent by (a) certified or registered mail, (b) internationally recognized courier service, with all postage or delivery charges prepaid, or (c) facsimile (including email), subject to confirmation via one of the other means set out in this subsection. All notices will be addressed to the parties’ addresses on the Sales Order (or to such other address(es) as may be furnished by written notice in the manner set forth herein); provided that, with respect to Ouster, Customer will send a copy of any notice to:

Ouster, Inc.
350 Treat Avenue
San Francisco, California
United States of America, 94110
Attn: Legal

13.7 Amendment and Waiver. No agreement or understanding in any way modifying these terms and conditions will be binding unless agreed to in a writing signed by both parties. Failure or delay by either party in exercising any rights or remedies provided herein will not release the other party from any of the obligations of these Terms and will not be deemed a waiver of any rights of such other party.

13.8 Severability. If any one or more of the provisions contained in these Terms (or portion thereof) is, for any reason, held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision, and these Terms will be construed as if such provision had never been included.

13.9 Entire Agreement. These Terms (including its appendices) and all Sales Orders constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous arrangements with respect to the subject matter hereof, whether written or oral.

ANNEX A
OUSTER NETHERLANDS, B.V.

If the Ouster contracting entity set forth in the Sales Order is Ouster Netherlands, B.V., then the following Annex will apply and will prevail over any conflicting provisions in the Terms:

A. CONTRACTING ENTITY. Any and all references to Ouster in the Terms, this Annex, a Proposed Order, and a Sales Order (collectively, the “EMEA Agreement”) will refer to Ouster Netherlands, B.V., private limited liability company, with its statutory seat in Amsterdam, the Netherlands, and its office address at Herikerbergweg 238, Luna ArenA 1101 CM Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce with file number 82759774.

B. CURRENCY. Sales Orders may include the amounts payable by Customer in just United States dollars or in both United States dollars and Euros. Only the amounts included in United States dollars in the Sales Order are binding. The amounts included in the Sales Order in Euros are non-binding estimates of the final amounts payable by Customer in Euros and are provided by Ouster for convenience. The actual, final amounts payable in Euros under the Sales Order will be determined by applying to the amounts payable in United States dollars a foreign exchange rate in effect on the invoice date selected by Ouster in its commercially reasonable judgment. In no event will Customer make payment of amounts payable under the Sales Order in United States dollars, but will instead make payment in Euros of the final Euros amount included in Ouster’s invoices issued pursuant to the Sales Order.

C. GOVERNING LAW; DISPUTE RESOLUTION. The rights and obligations of the parties under this EMEA Agreement and any disputes will not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations will be governed by and construed under the laws of the Netherlands, without reference to conflict of laws principles. The parties consent that any dispute or claim relating in any way to this EMEA Agreement will be resolved by binding arbitration as described in this paragraph, rather than in court. Any arbitration will be conducted in Amsterdam, the Netherlands, before one arbitrator, and shall be administered pursuant to Arbitration Rules of the Netherlands Arbitration Institute. Except as provided by this EMEA Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute among the parties. Accordingly, no party will be permitted to pursue court action regarding claims that are subject to arbitration. EXCEPT AS PROVIDED BY THIS SECTION, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE AMONG THE PARTIES. ACCORDINGLY, NO PARTY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. Notwithstanding the foregoing, each party will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction without having to going through arbitration: (a) in the context of a bona fide emergency or prospective irreparable harm to preserve the status quo pending resolution of a dispute between the parties and (b) where a party alleges or claims a violation of any agreement regarding intellectual property, confidential information or noninterference. The parties hereby irrevocably agree to the exclusive jurisdiction of the state and federal courts located in Amsterdam, the Netherlands for any court actions included in this Section, the entry of the arbitrators’ judgment following arbitral resolution in Section, and any action which is prohibited from being arbitrated.

ANNEX B
OUSTER HONG KONG LIMITED

If the Ouster contracting entity set forth in the Sales Order is Ouster Hong Kong Limited, then the following Annex will apply and will prevail over any conflicting provisions in the Terms:

A. CONTRACTING ENTITY. Any and all references to Ouster in the Terms, this Annex, a Proposed Order, and a Sales Order (collectively, the “APAC Agreement”) will refer to Ouster Hong Kong Limited, a limited company registered under the laws of Hong Kong S.A.R.

B. GOVERNING LAW; DISPUTE RESOLUTION. The rights and obligations of the parties under this APAC Agreement and any disputes will be governed by and construed under the laws of Hong Kong. In case of any discrepancy occurring between the applicable laws (apart from the laws of Hong Kong) in this APAC Agreement and the laws of Hong Kong, the laws of Hong Kong shall prevail. The parties consent that any dispute or claim relating in any way to this APAC Agreement will be resolved by binding arbitration as described in this paragraph, rather than in court. Any arbitration will be conducted in Hong Kong, before three arbitrators, and shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. The law of this arbitration clause shall be Hong Kong law. The arbitration proceedings shall be conducted in English. Notwithstanding the submission of any issue to arbitration, the parties will continue to perform their obligations under the Sales Order in accordance with its terms. EXCEPT AS PROVIDED BY THIS SECTION, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE AMONG THE PARTIES. ACCORDINGLY, NO PARTY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. Notwithstanding the foregoing, each party will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction without having to going through arbitration: (a) in the context of a bona fide emergency or prospective irreparable harm to preserve the status quo pending resolution of a dispute between the parties and (b) where a party alleges or claims a violation of any agreement regarding intellectual property, confidential information or non-interference.

C. THIRD PARTIES’ RIGHTS. Notwithstanding any other provisions of this APAC Agreement, a person who is not a party to this APAC Agreement shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any provisions of this APAC Agreement, except where a right or remedy of a third party already exists or is available apart from the Contracts (Rights of Third Parties) Ordinance.

ANNEX C
OUSTER (SUZHOU) INTELLIGENT TECHNOLOGY CO., LTD.

If the Ouster contracting entity set forth in the Sales Order is Ouster (Suzhou) Intelligent Technology Co., Ltd., then the following Annex will apply and will prevail over any conflicting provisions in the Terms:

A. CONTRACTING ENTITY. Any and all references to Ouster in the Terms, this Annex, a Proposed Order, and a Sales Order (collectively within this Annex, the “PRC Agreement”) will refer to Ouster (Suzhou) Intelligent Technology Co., Ltd., a wholly foreign-owned enterprise organized and existing under the laws of the People’s Republic of China (the “PRC”), with its registered address at Room 2801, 28 Floor, Tiancheng Times Business Plaza, 58 Qinglonggang Road, Xiangcheng District, Suzhou.

B. CURRENCY. All amounts payable by Customer are provided in, and all payments by Customer will be made in, Renminbi/Chinese Yuan.

C. GOVERNING LAW; DISPUTE RESOLUTION. The rights and obligations of the parties under this PRC Agreement and any disputes will be governed by and construed under the laws of Hong Kong. In case of any discrepancy occurring between the applicable laws (apart from the laws of Hong Kong) in this PRC Agreement and the laws of Hong Kong, the laws of Hong Kong shall prevail. The parties consent that any dispute or claim relating in any way to this PRC Agreement will be resolved by binding arbitration as described in this paragraph, rather than in court. Any arbitration will be conducted in Hong Kong, before three arbitrators, and shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. The law of this arbitration clause shall be Hong Kong law. The arbitration proceedings shall be conducted in English. Notwithstanding the submission of any issue to arbitration, the parties will continue to perform their obligations under the Sales Order in accordance with its terms. EXCEPT AS PROVIDED BY THIS SECTION, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE AMONG THE PARTIES. ACCORDINGLY, NO PARTY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. Notwithstanding the foregoing, each party will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction without having to going through arbitration: (a) in the context of a bona fide emergency or prospective irreparable harm to preserve the status quo pending resolution of a dispute between the parties and (b) where a party alleges or claims a violation of any agreement regarding intellectual property, confidential information or non-interference.

D. THIRD PARTIES’ RIGHTS. Notwithstanding any other provisions of this PRC Agreement, a person who is not a party to this PRC Agreement shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any provisions of this PRC Agreement, except where a right or remedy of a third party already exists or is available apart from the Contracts (Rights of Third Parties) Ordinance.