Lacuum Reservation and Preorder Terms

Last Updated: September 1, 2026

Thank you for your interest in Lacuum. We are glad you are considering our system for the waters you manage. Because autonomous vessels operate in complex and regulated environments, and because this one is still in development, these Terms set out plainly how a reservation works, what our timeline does and does not promise, and which responsibilities rest with you.

PLEASE READ THESE TERMS CAREFULLY BEFORE PLACING A RESERVATION. BY PLACING A RESERVATION AND PAYING THE RESERVATION FEE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS.

These Reservation and Preorder Terms (these "Terms") govern the placing of a reservation (a "Reservation") with LACUUM, INC., a Delaware corporation ("Lacuum," "we," "us," or "our"), for the Lacuum autonomous surface vessel and associated attachments and software (collectively, the "System"). "You" or "your" refers to the person or entity placing the Reservation.

1. What a Reservation Is and Is Not

1.1 No Obligation. Your Reservation is a refundable deposit that establishes your approximate position in our delivery queue. You are under no obligation to purchase a System from us, and we are under no obligation to supply you with a System.

1.2 Not a Sale. These Terms do not constitute an agreement for the sale of a System. They do not lock in a firm production slot, a firm delivery date, or a specific System configuration.

1.3 Separate Purchase Agreement Required. To purchase a System, you will be required to execute our then-current Terms and Conditions of Sale together with a Sales Order (the "Purchase Documents"), which will contain additional terms including final price, warranty, limitations of liability, insurance requirements, acceptable use restrictions, indemnity, and software licensing terms. We will make the Purchase Documents available to you before you are asked to commit to a purchase. Your Reservation Fee will be credited against the amount then due.

1.4 No Guarantee of Production. You acknowledge that the System is under development and that we may reduce, delay, restructure, or decline to proceed with the First Edition production run, or discontinue the System entirely, at any time and in our sole discretion. Our sole obligation in that event is to refund your Reservation Fee under Section 6.

1.5 Fit and Discretion to Decline. We would rather decline a Reservation than place a System into an environment it cannot serve well. We may decline or cancel any Reservation in our sole discretion, including where we determine the System is not suited to your intended operating environment, where we are unable to reliably serve your location, to avoid oversubscription, or where we reasonably believe the Reservation was placed in bad faith, for resale, or on behalf of a competitor. If we decline or cancel your Reservation, we will refund your Reservation Fee in full.

2. Eligibility

2.1 Commercial and Institutional Use Only. The System is intended for commercial, institutional, and governmental use. It is not a consumer product and is not intended for personal, family, or household use. By placing a Reservation you represent that you are reserving on behalf of a business, organization, or government entity, and that the System will be used in the operation of that entity.

2.2 Authority. You represent and warrant that you are at least 18 years of age, that you are located in the United States, and that if you are placing a Reservation on behalf of an entity, you have the authority to bind that entity to these Terms.

2.3 Sanctions. You represent and warrant that you are not a sanctioned or blocked person under United States law, that you are not acting on behalf of any such person, and that you are not located in or ordinarily resident in any jurisdiction subject to comprehensive United States sanctions.

2.4 Accurate Information and Duty to Maintain Contact. You represent that all information you provide is accurate, and you agree to keep your contact and payment information current by notifying us at [email protected]. We are not liable for any consequence arising from inaccurate or outdated information you provide, including loss of your queue position. If we are unable to reach you using the contact information on file after reasonable attempts over a period of thirty (30) days, we may cancel your Reservation and refund your Reservation Fee under Section 6.

3. Reservation Fee

3.1 Amount and Payment. The Reservation Fee is $1,800 USD, payable by ACH bank transfer or by payment card at the time you place your Reservation. Placing a Reservation constitutes your express authorization to charge or debit that amount using the payment method you provide.

3.2 Not a Payment of Purchase Price. The Reservation Fee is a refundable deposit paid to establish your position in our delivery queue. It is not a down payment, an installment, or a payment of any portion of the purchase price of a System, and it is not calculated by reference to any purchase price. If and only if you later execute Purchase Documents, the Reservation Fee will be credited against the amount then due.

3.3 Segregated Funds. Your Reservation Fee will be held in an account designated solely for reservation deposits and will not be treated as revenue unless and until it is applied toward a purchase under executed Purchase Documents.

3.4 No Interest. The Reservation Fee does not accrue interest, and no interest will be paid to you on any refund.

3.5 Limit. Each person or entity is limited to one (1) Reservation unless we agree otherwise in writing. Reservations placed by affiliated or commonly controlled entities may be treated as a single Reservation.

3.6 Fully Refundable. Your Reservation Fee is fully refundable at any time before you execute Purchase Documents, for any reason or no reason, and will be refunded in the full amount paid without deduction of any processing or administrative fee. Section 6 governs cancellation and refunds.

3.7 Taxes. No sales, use, excise, or other transaction tax is assessed on the Reservation Fee, because your Reservation is not a purchase and does not commit either party to a sale. If you later purchase a System, all applicable taxes, tariffs, duties, registration charges, and governmental fees will be calculated and added at that time, and you will be responsible for them except for taxes on our net income. If you are entitled to an exemption, you must provide a valid exemption certificate before the sale. We cannot apply an exemption retroactively.

4. First Edition Program

4.1 The Program. Reservations accepted into our First Edition allocation ("First Edition Reservations") are eligible for the benefits described in this Section (the "First Edition Benefits"). The First Edition allocation is limited to fifty (50) Systems. Reservations are accepted in the order received, and once fifty Reservations have been accepted we will stop accepting Reservations into the allocation.

4.2 First Edition Benefits. Subject to this Section, a First Edition Reservation entitles you to (a) a price of $36,000 for the First Edition package consisting of the Lacuum platform, the vegetation trimmer attachment, and the debris collector basket, in the configuration we make generally available for the First Edition run; (b) a three (3) year limited warranty in place of our standard one (1) year limited warranty, on the terms and subject to the exclusions set out in the Purchase Documents; and (c) three (3) years of software updates at no additional charge in place of our standard one (1) year, on the terms set out in the Purchase Documents.

4.3 What the Benefits Are Not. The First Edition Benefits apply only to the package described in Section 4.2(a), in the configuration we make generally available. They do not apply to additional attachments, mission modules, accessories, spare parts, services, subscriptions, training, shipping, installation, or taxes, each of which will be priced separately. The warranty and software update terms in Sections 4.2(b) and 4.2(c) extend the duration of the applicable coverage only. They do not expand its scope, and all exclusions, limitations, and conditions in the Purchase Documents apply.

4.4 Changes to the Benefits. We intend to honor the First Edition Benefits and will use commercially reasonable efforts to do so. Because the System is still in development, changes in component costs, tariffs, regulatory requirements, or specifications may make that impossible. If we must change the First Edition Benefits, we will notify you promptly, and if the revised terms do not work for you, you may cancel your Reservation and receive a full refund under Section 6. Notice and refund are your sole and exclusive remedy, and our sole obligation, for any change to the First Edition Benefits.

4.5 Benefits Are Personal and Non-Transferable. The First Edition Benefits are personal to the entity that placed the Reservation. They may not be sold, assigned, transferred, or brokered, and they do not run with the System on resale. Any attempted transfer voids the First Edition Benefits.

4.6 Forfeiture on Cancellation. If you cancel your Reservation for any reason, you forfeit your queue position and all First Edition Benefits, and your Reservation Fee will be refunded in full. If you subsequently wish to purchase a System, you may place a new Reservation subject to availability, at the then-current price and on the then-current terms. Forfeited First Edition allocations may be reallocated by us at our discretion. This Section does not apply where we cancel your Reservation under Section 1.4, 1.5, or 4.4.

4.7 Deadline to Proceed. When we invite you to complete your purchase, you must execute the Purchase Documents and make the payment specified in them within fifteen (15) business days of our invitation. If you do not, we may cancel your Reservation, refund your Reservation Fee, and reallocate your unit, and you will forfeit the First Edition Benefits. We may extend this period in our sole discretion.

4.8 Delivery Scheduling. Following execution of the Purchase Documents, you must schedule and take delivery within the period specified in them. Storage, redelivery, and risk of loss for units you are unable or unwilling to accept will be governed by the Purchase Documents.

4.9 Development Updates. We intend to provide First Edition customers with a development and manufacturing update approximately every two months. These updates are provided as a courtesy, describe work in progress, and are subject to Section 5.3 and Section 8. Failure to provide any update is not a breach of these Terms.

5. Estimated Delivery and Specifications

5.1 Estimated Timing. We currently target first customer deliveries beginning in July 2027. This is a target, not a guaranteed date, and we do not guarantee any delivery date. Your position in the delivery queue will be determined by the date of your Reservation, our production schedule, component availability, regulatory and certification timelines, and our service and delivery capacity.

5.2 Product Under Development. You understand and acknowledge that the System is under development, that we may not have completed development or begun manufacturing at the time of your Reservation, and that specifications, features, dimensions, capacity, runtime, coverage rate, autonomy capabilities, sensors, attachments, software functionality, and performance are subject to change at any time, including after they have been announced.

5.3 Forward-Looking Statements. Descriptions, renderings, specifications, performance figures, videos, roadmap statements, and development updates published on our website, in our marketing materials, or provided to you directly describe our current development targets and work in progress. They are not warranties, guarantees, or commitments, they are not representations of the performance of any delivered System, and they do not form part of any agreement between us. Any warranty will be set out solely in the Purchase Documents.

5.4 Price. Except for the First Edition Benefits in Section 4.2 and subject to Section 4.4, your Reservation does not establish or guarantee any price. Final pricing, including all attachments, services, shipping, and taxes, will be provided to you in writing before you are asked to commit to a purchase. If the final price is not acceptable to you, you may decline to proceed and receive a full refund of your Reservation Fee.

6. Delay Notices, Cancellation, and Refunds

6.1 Delay Notices. If we determine that we will not be able to ship by the estimated date most recently provided to you, we will notify you, provide a revised estimated shipping date or advise you that we are unable to estimate one, and inform you of your right to cancel your Reservation and receive a prompt and full refund. If you do not respond to a delay notice that provides a revised date thirty (30) days or less after the prior estimate, we may treat your silence as consent to the revised date. If a revised date is more than thirty (30) days after the prior estimate, or if we are unable to provide a revised date, we will cancel your Reservation and refund you in full unless you expressly consent to the delay.

6.2 Your Right to Cancel. You may cancel your Reservation at any time, for any reason, by emailing [email protected] from the email address associated with your Reservation. Cancellation is effective when we receive your request. Section 4.6 applies to any cancellation under this Section.

6.3 Our Right to Cancel. We may cancel your Reservation at any time and will refund your Reservation Fee in full, including under Sections 1.4, 1.5, 2.4, and 4.7.

6.4 Refund Timing and Method. We will issue refunds to the original payment method. Where payment was made by credit card, we will credit your account within one billing cycle. Where payment was made by ACH or other non-card method, we will issue your refund within seven (7) business days. If the original payment method is no longer valid, we will contact you to arrange an alternative, and the applicable period will run from the date you provide valid alternative payment details.

7. Your Responsibility for Lawful and Suitable Operation

We build the autonomous system; you know your waters. Operating an autonomous surface vessel is subject to legal requirements that vary by jurisdiction and by water body, and those requirements attach to the operator. You, not Lacuum, are responsible for compliance. Without limiting the Purchase Documents, you acknowledge that if you proceed to purchase, you will be responsible for the matters described in Sections 7.1 through 7.5.

7.1 Permits and Authorizations. Obtaining and maintaining any registration, license, permit, easement, riparian consent, or other authorization required to operate the System on your intended water bodies, including any state or local aquatic nuisance control, in-water activity, vegetation removal, or public-waters permits.

7.2 Navigation and Supervision. Complying with applicable navigation rules and local ordinances, and ensuring that a trained, competent person supervises operation of the System and is able to assume manual control.

7.3 Aquatic Invasive Species. Complying with applicable aquatic invasive species requirements, including any inspection, cleaning, draining, drying, or decontamination obligations that apply when moving equipment between water bodies, and following our published decontamination procedures.

7.4 Insurance. Obtaining and maintaining insurance coverage appropriate to your operations, and confirming with your carrier that such coverage extends to the operation of an uncrewed or autonomous vessel.

7.5 Collected Material. Lawful handling and disposal of any vegetation, debris, or other material the System collects.

We make no representation that the System is suitable for any particular water body, use case, or regulatory regime. You are responsible for determining suitability for your intended use.

8. Confidentiality, Feedback, and Publicity

8.1 Confidentiality. Development updates, specifications, pricing, renderings, test results, and other non-public information we provide to you in connection with your Reservation are our confidential information. You agree not to disclose it to third parties or publish it without our prior written consent, and to use it only to evaluate your purchase. This obligation does not apply to information that is or becomes public through no fault of yours, that you already lawfully possessed, or that you are required to disclose by law, court order, or applicable public records statute, provided that, where lawful, you give us reasonable advance notice of any required disclosure.

8.2 Feedback. If you provide us with feedback, suggestions, test observations, operational data, or other input regarding the System, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate it into our products and services without restriction, attribution, or compensation.

8.3 Publicity. Neither party will use the other's name, logo, or trademarks in publicity without prior written consent. We may, however, disclose aggregate and anonymized information about our Reservation pipeline.

9. No Warranty at This Stage

THE RESERVATION PROCESS AND ALL INFORMATION PROVIDED IN CONNECTION WITH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND THE RESERVATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WE MAKE NO WARRANTY OR REPRESENTATION AS TO THE QUALITY, FUNCTIONALITY, SPECIFICATIONS, AVAILABILITY, OR DELIVERY DATE OF THE SYSTEM. ANY WARRANTY APPLICABLE TO A PURCHASED SYSTEM WILL BE SET OUT EXCLUSIVELY IN THE PURCHASE DOCUMENTS.

10. Limitation of Liability

10.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR RESERVATION, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS, LOST CONTRACTS, OR BUSINESS INTERRUPTION, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.

10.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR RESERVATION WILL NOT EXCEED THE AMOUNT OF THE RESERVATION FEE YOU PAID. REFUND OF YOUR RESERVATION FEE IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS.

10.3 Delay and Non-Production. Without limiting Sections 1.4 and 6, we will not be liable for any loss or damage arising from any delay in, change to, or failure to achieve production or delivery of the System, including any expenditure you make in anticipation of delivery.

10.4 Failure of Essential Purpose. The limitations in this Section apply even if any limited remedy is found to have failed of its essential purpose.

10.5 Time Limit on Claims. To the maximum extent permitted by law, any claim arising out of or relating to these Terms or your Reservation must be brought within one (1) year after the claim arises, or it is permanently barred.

11. Force Majeure

Our obligations under these Terms will be suspended to the extent we are prevented or delayed from performing by any cause beyond our reasonable control, including acts of nature, fire, flood, storm, epidemic or public health emergency, war, terrorism, civil unrest, labor dispute or shortage, supply chain disruption, unavailability of components or energy, transportation failure or delay, cyberattack, or any act, order, regulation, tariff, sanction, or failure or delay in approval by any governmental authority.

12. Privacy and Communications

12.1 Privacy. Information we collect from you in connection with your Reservation is handled in accordance with our Privacy Policy at https://lacuum.ai/privacy, which is incorporated into these Terms by reference.

12.2 Communications. By placing a Reservation, you consent to receive communications from us relating to your Reservation, including production, development, and delivery updates, at the email address and, if provided, the telephone number you give us. Marketing communications are subject to separate consent, and you may opt out of them at any time. Notices we send to the email address on file are deemed received on the date sent. You are responsible for ensuring that email from lacuum.ai is not blocked or filtered.

13. General

13.1 No Resale or Assignment. Reservations are placed for your own use and may not be resold or brokered. You may not assign or transfer your Reservation or any rights under these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a financing, merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this Section is void.

13.2 Changes to These Terms. We may modify these Terms and will notify you of material changes. No change will affect your right to cancel your Reservation and receive a full refund.

13.3 Governing Law and Venue. These Terms are governed by the laws of the State of Michigan, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Washtenaw County, Michigan, and waive any objection to venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.4 Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR RESERVATION. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL REGARDING THIS WAIVER AND THAT IT MAKES THIS WAIVER FREELY.

13.5 Public Entities. If you are a unit of state, local, or federal government, or a public authority, and applicable law prohibits you from agreeing to any provision of these Terms, that provision will not apply to you to the extent prohibited, and the remaining provisions will continue in effect. Please contact us at [email protected] to discuss any required modifications.

13.6 No Third-Party Beneficiaries. These Terms are for the benefit of you and us only, and confer no rights on any other person.

13.7 Severability. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

13.8 No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later. Any waiver must be in writing and signed by an authorized representative.

13.9 Electronic Acceptance. You agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature, and that a printed version of these Terms is admissible in any proceeding to the same extent as other business records maintained in printed form.

13.10 Survival. Sections 5.3, 8, 9, 10, 12, and 13 survive cancellation of your Reservation.

13.11 Entire Agreement. These Terms, together with your Reservation confirmation and our Privacy Policy, constitute the entire agreement between you and us regarding your Reservation and supersede all prior and contemporaneous representations, understandings, marketing materials, and communications on that subject.

13.12 Contact. LACUUM, INC., 3339 Elsinore Ct., Ann Arbor, MI 48105. [email protected].