Cella Computer Reservation Terms of Service

1. Acceptance of These Terms

These Terms of Service (the "Terms") form a binding agreement between you (the "Reserving Party," "Customer," or "you") and Threeum Corporation, a Delaware corporation with its principal place of business in Denver, Colorado ("Threeum," "we," "our," or "us"). By submitting a reservation fee for a Cella computer, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, do not submit a reservation.

If you are placing a reservation on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and the term "you" refers to both you and that entity.

2. Description of the Reservation

A Cella computer reservation is a one-time fee paid to secure your place in the production queue for a Cella computer, Threeum's rack-scale adaptive computing hardware. The reservation fee is $5,000 USD per computer reserved. You may reserve one or more units; the total reservation fee is $5,000 multiplied by the number of units reserved.

The reservation fee does the following:

• Places your name, company, and reservation details in Threeum's production queue.
• Entitles you to be offered a confirmed production slot when hardware manufacturing reaches your position in the queue, subject to the eligibility and vetting requirements in Section 9.
• Applies as a credit toward the final purchase price of the Cella computer when a production slot is assigned and hardware is delivered under a separate purchase or subscription agreement.

The reservation fee does not do any of the following:

• Constitute a purchase of hardware, an obligation to deliver hardware by any specific date, or a guarantee that hardware will be delivered at all.
• Create any ownership, equity, security, investment, or financial interest in Threeum Corporation.
• Establish any warranty (express or implied) regarding the performance, specifications, or features of any Cella computer.
• Constitute an offer, contract, or agreement for the sale of goods. The sale of hardware will occur (if at all) under a separate, later-executed purchase agreement or subscription agreement between you and Threeum.

3. Production Slot Assignment

A "Production Slot Assignment" occurs when Threeum, in its sole discretion, allocates a specific Cella computer manufacturing slot to you and notifies you in writing (including by email) that your reservation has been converted into a confirmed slot. Production Slot Assignment is the moment at which your reservation becomes non-refundable as described in Section 4.

Threeum assigns slots based on factors that may include: order of reservation, number of units reserved, intended deployment type, buyer vetting results, geographic and infrastructure constraints, strategic customer programs, and manufacturing capacity. Threeum does not guarantee a particular order of assignment and reserves the right to prioritize certain customers, including pilot partners, design partners, and strategic or government buyers.

As of the Effective Date, Threeum anticipates:

• Pilot production: Q1 2027
• General production scaling: Q3 2027

These dates are forward-looking estimates and are not guarantees. Actual timing may differ materially based on development, manufacturing, supply chain, regulatory, or other factors.

4. Refunds

4.1 Pre-Assignment Refunds

Before your reservation receives a Production Slot Assignment, you may cancel your reservation and request a full refund at any time, for any reason, by sending a written refund request to reservations@threeum.com from the email address associated with your reservation. Threeum will process the refund to the original payment method within thirty (30) days of receiving a valid refund request. Refunds of the full reservation fee will be issued without deduction, except for any processing fees that cannot be recovered from the payment processor and that are explicitly disclosed to you at the time of refund.

4.2 Post-Assignment Non-Refundability

Once a Production Slot Assignment has been made to your reservation, the reservation fee for that assigned slot becomes non-refundable. This is because Threeum allocates manufacturing capacity, consumables, and biological substrate inventory at the point of Slot Assignment, and that allocation carries a real and irreversible cost. A reservation that has received a Production Slot Assignment is, however, transferable under the conditions in Section 5.

4.3 Partial Slot Assignment for Multi-Unit Reservations

If you have reserved multiple units and only a portion of those units have received a Production Slot Assignment, only the portion assigned becomes non-refundable. The remaining unassigned units remain fully refundable under Section 4.1 until they themselves receive a Production Slot Assignment.

4.4 Refunds Initiated by Threeum

Threeum reserves the right to cancel any reservation and issue a full refund at its discretion, including (but not limited to) the circumstances described in Section 9 (Eligibility and Vetting) or if Threeum reasonably determines that fulfillment is not commercially feasible. A refund initiated by Threeum satisfies and terminates all of Threeum's obligations under these Terms with respect to the cancelled reservation.

5. Transferability

Reservations that have received a Production Slot Assignment may be transferred to another party, subject to the following conditions:

• The transferee must meet the eligibility requirements in Section 9 and pass Threeum's vetting process.
• You must submit a written transfer request to reservations@threeum.com identifying the transferee, their contact information, and the intended deployment site.
• Threeum must approve the transfer in writing before it becomes effective. Threeum will not unreasonably withhold approval, but retains sole discretion to refuse a transfer for reasons including but not limited to export control compliance, national security, or inconsistency with Threeum's customer program requirements.
• Threeum may charge a reasonable administrative fee, disclosed in advance, for processing the transfer.

Reservations that have not yet received a Production Slot Assignment are not transferable; such reservations should be refunded under Section 4.1 and the new party may place a fresh reservation.

6. Delivery and Fulfillment

6.1 Separate Purchase or Subscription Agreement

Delivery of physical Cella hardware will occur only under a separate purchase agreement or subscription agreement executed between you and Threeum after Production Slot Assignment. These Terms do not themselves create a right to receive physical hardware. The reservation fee applies as a credit toward amounts owed under that separate agreement.

6.2 Final Pricing

Final pricing for Cella hardware will be established in the separate purchase or subscription agreement at the time of Slot Assignment. Final pricing may differ from any indicative pricing communicated before Slot Assignment. The reservation fee applies as a dollar-for-dollar credit against final pricing. If the final purchase is not completed for reasons attributable to you after Slot Assignment, the reservation fee is forfeited as liquidated damages for Threeum's allocated manufacturing capacity.

6.3 Delivery Timing

Delivery dates are estimates only. Threeum will use commercially reasonable efforts to deliver hardware according to its published production schedule but does not guarantee any specific delivery date. Delays may result from engineering development, manufacturing scale-up, supply chain conditions, regulatory approvals, biological substrate availability, or other factors.

6.4 Force Majeure

Threeum is not liable for delays or failures in performance caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, export control restrictions, supply chain disruptions, labor disputes, utility failures, or disruptions in the availability of biological substrate components. If a force majeure event prevents Threeum from fulfilling a Slot Assignment, Threeum will either reschedule delivery or, at Threeum's option, refund the reservation fee in full and release the reservation.

7. Pricing Changes

The $5,000 per-unit reservation fee is fixed for all reservations accepted under Version 1.0 of these Terms. Threeum reserves the right to change the reservation fee for future reservations, to introduce tiered or volume-based reservation structures, or to close reservations entirely, with effect only as to new reservations placed after such change. Changes to the reservation fee do not affect reservations that have already been accepted.

8. Reservation Process and Account Information

When placing a reservation you will be asked to provide accurate information including your name, business name, business address, phone number, and, where requested, tax identification number, intended deployment site, number of units, and use case. You represent and warrant that all information you provide is accurate, complete, and current, and you agree to update Threeum if any such information changes materially. Threeum may rely on the information you provide for the purposes of contacting you about your reservation, Slot Assignment, deployment planning, and export control and regulatory compliance.

Payment is processed through Stripe, Inc. or another qualified payment processor. Your use of that payment processor is subject to the processor's own terms of service and privacy policy. Threeum does not store full payment card information on its own servers.

9. Eligibility and Vetting

Cella reservations are offered to commercial buyers, including but not limited to data center operators, commercial property owners (whether operated through a corporate entity or as an individual), enterprise customers, research institutions, and government organizations. Reservations are not offered for residential or personal, family, or household use.

By placing a reservation, you represent and warrant that:

• You are a commercial buyer as described above, or an individual placing a reservation for a commercial or institutional purpose.
• You are not a person or entity named on the U.S. Department of Treasury's Specially Designated Nationals List, the U.S. Department of Commerce's Denied Persons List or Entity List, or any similar list under applicable law.
• You will not use, transfer, export, or re-export the Cella computer in violation of U.S. export control laws or similar laws of any other applicable jurisdiction.
• You are at least 18 years of age and have legal capacity to enter into these Terms.

Threeum reserves the right to verify the information you provide, to request additional documentation (including proof of entity existence, authorized signatory, intended deployment site, or end-use attestation), and to refuse or cancel any reservation at its sole discretion if Threeum determines that the reservation does not meet its eligibility, export control, national security, or customer program requirements. If Threeum cancels a reservation under this Section 9, Threeum will issue a full refund of the reservation fee.

10. Intellectual Property

All intellectual property rights in Cella computers, Threeum's biological processing architecture (including the THM Chip Series), Aperture, Naos, Pulse, the Threeum App, associated software, firmware, documentation, trademarks, and all related materials remain the exclusive property of Threeum and its licensors. A reservation does not convey any license, right, or interest in any Threeum intellectual property. Any license granted with respect to Cella hardware or software will be granted (if at all) under the separate purchase or subscription agreement described in Section 6.

11. Confidentiality

If Threeum shares non-public information with you in connection with your reservation, including technical specifications, product roadmap, deployment plans, pilot program details, or pricing, you agree to keep such information confidential, to use it only for the purpose of evaluating or coordinating your reservation, and to not disclose it to any third party without Threeum's prior written consent. This obligation survives termination or cancellation of your reservation.

12. Disclaimers

The reservation is offered on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Threeum disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as they relate to the reservation or to any future Cella hardware. Forward-looking statements regarding product capabilities, delivery timelines, specifications, pricing, or business strategy are provided for informational purposes only and are not warranties or commitments.

13. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Threeum, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, lost data, business interruption, or loss of goodwill) arising out of or relating to these Terms or any reservation, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if Threeum has been advised of the possibility of such damages.

In no event will Threeum's total cumulative liability arising out of or relating to these Terms or any reservation exceed the amount of the reservation fee you actually paid to Threeum. The limitations in this Section 13 apply whether or not the remedies provided in these Terms fail of their essential purpose.

14. Indemnification

You agree to defend, indemnify, and hold harmless Threeum, its affiliates, officers, directors, employees, and agents from any claims, demands, losses, damages, or expenses (including reasonable attorneys' fees) arising from or relating to: (a) your violation of these Terms; (b) your violation of any applicable law or regulation, including export control laws; (c) your misrepresentation of any information provided to Threeum; or (d) your use, attempted use, or transfer of a Cella computer or reservation in violation of these Terms or any separate agreement with Threeum.

15. Modifications to These Terms

Threeum may modify these Terms from time to time. If Threeum makes a material change to these Terms, it will provide notice to reservation holders (by email to the address associated with the reservation, or by posting the updated Terms at a publicly accessible URL). Material changes will take effect no earlier than fifteen (15) days after notice is provided. Your continued maintenance of a reservation after the effective date of a modification constitutes acceptance of the modified Terms. If you do not agree to a material modification, your sole remedy is to cancel your reservation under Section 4.1 (if pre-assignment) before the modification takes effect.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Colorado, United States, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or any reservation that cannot be resolved through good-faith negotiation shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Denver, Colorado, before a single arbitrator, in the English language. Judgment on the award may be entered in any court of competent jurisdiction. The parties waive any right to participate in a class action or representative proceeding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

17. Miscellaneous

Entire Agreement. These Terms constitute the entire agreement between you and Threeum regarding the reservation and supersede any prior or contemporaneous understandings.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

No Waiver. Threeum's failure to enforce any right under these Terms is not a waiver of that right.

Assignment. You may not assign these Terms or any reservation except as expressly permitted in Section 5. Threeum may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets.

Notices. Notices to Threeum must be sent to reservations@threeum.com or to Threeum Corporation, Denver, Colorado. Notices to you will be sent to the email address associated with your reservation.

Headings. Section headings are for convenience only and do not affect interpretation.

18. Contact

For questions about these Terms or your reservation, contact us at reservations@threeum.com.