Solana Mobile Sales Terms

Effective Date: July 26, 2023

Welcome to the online Solana Mobile Store (the “Store”) provided by Solana Mobile, Inc., a Delaware corporation whose principal place of business is at 530 Divisadero St. PMB 722 San Francisco, CA 94117, United States (“Solana Mobile” or “we”). Your purchase of devices and/or accessories (“Device”) from the Store constitutes your agreement to be bound by these Terms of Sale and any terms incorporated by reference, including our return policy found at solanamobile.com/return-policy (the “Return Policy”) and the terms of the limited warranty found at solanamobile.com/warranty (the “Limited Warranty”) offered by Solana Mobile (whether online or accompanying the product) and the terms set forth on https://solanamobile.com/tos-homepage-web ("Terms").

YOUR PURCHASE OF A DEVICE REQUIRES THAT YOU AGREE TO THESE TERMS. IF YOU DO NOT UNDERSTAND THE TERMS OR DO NOT ACCEPT ANY PART OF THEM, DO NOT PLACE AN ORDER.

1. Solana Mobile Services

When you use any Solana Mobile product or service through your Device, your use is subject to the applicable terms and conditions for those services. Note that Solana Mobile services and content may vary by region. All features, functionality and other product specifications are subject to change without notice or obligation.

2. Privacy

Please refer to our Privacy Policy at solanamobile.com/privacy-policy for more information on how Solana Mobile collects, uses and shares the information we receive from you. Solana Mobile may provide information about you to third parties to detect, prevent or otherwise address fraud, security or technical issues and as otherwise set forth in the Privacy Policy.

3. Support

Please refer to solanamobile.com/support to learn more about any support offered by Solana Mobile in connection with your Device. The Solana Mobile support team will only provide support if you are located in a supported country.

4. Ordering and Payment

By providing a credit card, authorizing a transaction using a third-party wallet provider, or other payment method accepted by Solana Mobile, you represent and warrant that you are authorized to use the designated payment method, and you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges detailed at checkout). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. You must resolve any problem we encounter in order to proceed with your order.

In addition, by using a third-party wallet in the Store or in connection with ordering a Device, you agree that you are using that third-party wallet under the terms and conditions of the applicable provider of the third-party wallet. Third-party wallets are not operated by, maintained by, or affiliated with Solana Mobile, and Solana Mobile does not have custody or control over the contests of your wallet.

Solana Mobile reserves the right to reject all or part of an order or a return request and may refuse to ship Devices to you for reasons such as: (a) if we detect suspicious or fraudulent activity (including unauthorized reseller activity) in violation of these Terms; (b) if you do not live in a country from which Devices may be purchased; or (c) if you order more than the permitted maximum number of Devices.

5. Prices and Taxes

The Device price displayed on the Store does not include any shipping charges. Information about shipping charges will be presented at checkout before you place your order. All prices displayed on the Store are subject to change at any time without notice.

Applicable taxes will be presented at checkout or on the Device description page, and such taxes are estimated and may be subject to change until you are charged. Taxes must be paid in the same currency as the purchase is made.

6. Delivery

We may not be able to deliver Devices to all locations. If Solana Mobile does not ship a Device to the address you provided, you will be sent a notice and you will not be charged for your order.

If a Device cannot be successfully delivered to you, the Device should be returned to Solana Mobile. In that case and once Solana Mobile receives the return shipment, you will not be charged for the Device (or charges already incurred will be reversed using the initial payment method), but you may be charged for shipping (and such charges may not be reversed). If a Device is not successfully delivered because we or a delivery agent made a mistake, you will not be charged at all and all charges will be reversed.

If you do not receive your Device, please refer to solanamobile.com/support for assistance.

7. Availability and Order Limits

All Devices offered on the Store are subject to availability. We reserve the right to discontinue offering certain Devices without prior notice.

Certain products have quantity limits. You may not order more than the maximum number of Devices that we specify on a product page or in a product description. For example, the product description or product page may contain a maximum order limit for a particular Device.

8. Pricing Mistakes

We try very hard to make sure there are no mistakes in the prices that appear on the Store. In the unlikely event that a mistake happens, you agree that Solana Mobile will not be bound by that incorrect price and may cancel your order. If a mistake is discovered and you haven't been charged yet, we will let you know the correct price, and you will be given the option to continue with your order at the correct price or cancel it.

9. Promotions

Solana Mobile may offer promotions or promotional prices for the sale of Devices. If so, any terms applicable to such promotional offers or prices will govern the offer.

10. Import and Export

The Device may be subject to import and export laws and regulations in the United States and elsewhere. You must comply with all domestic and international import and export laws and regulations that apply in connection with the Device. These laws may include restrictions on destinations, users, and end use.

11. Use of the Device

Please carefully read any instructions that come with the Device, including instructions that may be available online. Further, you agree to comply with any agreements applicable to your use of the Device or any software on the Device.

12. Saga Phone (“Saga”) Security

Saga includes Seed Vault, which uses software and hardware features of Saga to protect your private keys, which will be accessible via a recovery phrase. Your recovery phrase is a random sequence of 24 unique words communicated to you when your Saga is activated. Your recovery phrase allows you to access the private keys giving access to your digital assets.

CLOSELY FOLLOW THE INSTRUCTIONS ON YOUR SAGA REGARDING SECURING YOUR RECOVERY PHRASE. KEEP YOUR RECOVERY PHRASE IN A SAFE AND SECURE PLACE. YOU WILL NEED IT THROUGHOUT THE LIFE OF YOUR SAGA. IN THE EVENT YOUR RECOVERY PHRASE IS LOST OR COMPROMISED, YOU RISK LOSING ACCESS TO YOUR DIGITAL ASSETS. SOLANA MOBILE WILL NEVER ASK YOU FOR YOUR RECOVERY PHRASE.

You may need your recovery phrase:

If you lose your Saga or it is stolen
If your Saga breaks down or is accidentally damaged
If you lose access to your Saga
If you reset your device to factory defaults
If you need to recover your digital assets to migrate them to

another type of wallet

If your recovery phrase is lost or compromised, it is important to note that:

Solana Mobile does not hold any backup copies of your 24 words;
You may permanently lose access your digital assets;
You run the risk that anyone in possession of your recovery phrase

will be able to access your digital assets in order to misappropriate them and associate them with their own private key.

Solana Mobile may provide updates to the Saga from time to time. Updates proposed by Solana Mobile may have a variety of purposes, including security updates. You must install any updates within a reasonable time using the instructions provided by Solana Mobile. Solana Mobile is not responsible for operating faults resulting from the failure to install necessary updates (including security updates).

13. Gifts

You may only purchase Devices for personal use. You may not resell any Device, but you may give the Device as a gift.

14. Certain Device Technical Specifications

Battery life for your Device, as described in any Device description page, will depend on Device settings, usage, and many other factors. Battery tests are conducted using specific Device units; actual results may vary. Devices with storage capacity may be preformatted with operating system software and other files. As a result, actual formatted capacity will be less than the memory listed in any Device description.

15. Return Policy

You must comply with our Return Policy if you want to return a Device for a refund.

16. Data and Deactivation

You are responsible for managing any data stored on your Device, including, for example, deleting, transferring and creating back-ups of such data. For example, if you decide to return the Device it is your responsibility to erase all personal or other data on the Device before sending it to Solana Mobile. Solana Mobile will not be responsible for any use or disclosure of any data that resides on a Device.

If you tell Solana Mobile that you have not received your Device, the Device is defective, or it has been lost or stolen, Solana Mobile may deactivate that Device. Deactivation does not automatically delete personal or other data stored on your Device. We strongly recommend that you back-up your data periodically.

17. Resale and Warranty

The Limited Warranty is only for the benefit of the end user and not resellers.

18. Defects; Warranties; Disclaimer of Warranties

If you have a defective Device, please contact solanamobile.com/support.

If Solana Mobile provides you with an advanced replacement device before we receive your defective Device, and you do not return the defective Device within the time communicated to you by Solana Mobile representatives, you authorize Solana Mobile to charge your original form of payment for the full value of the replacement Device.

Nothing in this section affects your legal rights under statutory or applicable laws.

OTHER THAN THE LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLANA MOBILE AND THE DEVICE MANUFACTURERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING ANY DEVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

19. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLANA MOBILE AND ITS AFFILIATES, INCLUDING SUPPLIERS (COLLECTIVELY, “SOLANA MOBILE PARTIES”) SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU IN CONNECTION WITH THE DEVICE OR THESE TERMS, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT A SOLANA MOBILE PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOLANA MOBILE PARTIES’ TOTAL LIABILITY IN CONNECTION WITH THE DEVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO SOLANA MOBILE UNDER THESE TERMS. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. SOLANA MOBILE DISCLAIMS ALL LIABILITY OF ANY KIND OF SOLANA MOBILE’S LICENSORS, DISTRIBUTORS AND SUPPLIERS.

Some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so certain of the above limitations or exclusions may not apply to you.

20. Device Features Outside of Solana Mobile’s Control

You acknowledge that unless specifically provided in any Device description page, no Device comes with a cellular data plan, a wireless service plan or other Internet connectivity service. You are solely responsible for obtaining any access to the Internet or wireless service through a cellular data service provider or a wireless service provider (each, a “Wireless Carrier”) or other Internet connectivity service provider ("Internet Service Provider") whose service is compatible with the Device. If your Device includes functionality allowing you to access the Internet via a cellular data plan, the Device may be configured to work with a certain cellular network technology. Check with your preferred Wireless Carrier for compatibility and mobile data plan availability.

If your Device requires a SIM card, or any other mobile connectivity feature required by your Wireless Carrier or Internet Service Provider, you are solely responsible for obtaining such connectivity feature(s). If your Device includes WiFi functionality that allows you to access the Internet, you understand that you will need access to a compatible WiFi access point.

You agree that, unless specifically provided in any Device description page or otherwise agreed in writing by Solana Mobile, Solana Mobile has no responsibility for the provision of cellular data services, wireless services or other Internet connectivity services, or the terms under which Wireless Carriers or Internet Service Providers may offer those services. Internet Service Providers and Wireless Carriers may charge you for usage and other fees that Solana Mobile does not control.

You understand that the Device may only be compatible with certain hardware accessories manufactured by third parties, and Solana Mobile makes no warranty with respect to such third-party hardware accessories or their compatibility with the Device.

Returning the Device, in accordance with these Terms, does not cancel your service contract with your Internet Service Provider or Wireless Carrier, if applicable, so you must contact your Internet Service Provider or Wireless Carrier (and any other applicable service provider(s)) directly to cancel such service(s).

21. Arbitration/Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY.

(a) Generally. It is in both of our interests to resolve disputes in the quickest and most cost-effective way. If any dispute arises that relates to these Terms or any Device that you purchase from the Store (regardless of the type of dispute, but subject to a few exceptions below), you and Solana Mobile agree to resolve it through binding arbitration. Arbitration is less formal than a lawsuit in court and uses a neutral arbitrator instead of a judge or jury, but arbitrators can award the same damages and remedies that a court can award. This agreement to arbitrate is subject to and governed by the Federal Arbitration Act (“FAA”) and is intended to be broadly interpreted. It includes, for example:

any disputes relating to these Terms or your purchase of a Device

from the Store;
any disputes regarding the design, performance, features, or

functionality of your Device;
any disputes regarding your use of your Device;
any disputes regarding updates, modifications, or upgrades to your

Device;
any disputes based on the Device warranty or based on Device defects

whether or not the Device is under warranty;

and this agreement to arbitrate applies:

whether your dispute is with Solana Mobile, its subsidiaries,

affiliates or parent company, or any suppliers or service providers involved with the Device, and their officers, directors, employees, agents and successors; and
regardless of the legal theory on which you base your claim (such as

breach of warranty, breach of contract, negligence, etc.).

For disputes or claims relating to your Device, this agreement to arbitrate supersedes any terms regarding dispute resolution in any other agreement between you and Solana Mobile and contains the whole agreement between us with respect to disputes or claims relating to your Device.

(b) Exceptions. However, you and Solana Mobile: (i) may still bring an individual action in small claims court; (ii) may still pursue an enforcement action through a federal, state, or local agency if that action is available; and (iii) must file suit in court to address an intellectual property rights infringement claim (as set forth in Section 21(k) below). Also, nothing in this agreement to arbitrate bars either of us from bringing issues to the attention of federal, state, or local agencies.

(c) Rules. The American Arbitration Association (“AAA”) will administer the arbitration and will do so according to its Consumer Arbitration Rules (the “AAA Rules”). You can see the AAA Rules and filing forms online at www.adr.org.

(d) Process. Here are the steps you and Solana Mobile agree to follow:

Send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (or international equivalent) or, only if the other party hasn’t provided a current physical address, then by electronic mail. Solana Mobile's address for notice is:

Solana Mobile Legal

530 Divisadero St. PMB 722

San Francisco, CA 94117

The notice has to include, if available: (i) the name of the person making the claim, (ii) the type of Device, as applicable, (iii) the serial number and IMEI of the Device, as applicable, (iv) the email address used to activate the Device as applicable, (v) a description of the nature and basis of the claim, (vi) the result that is desired (e.g., an amount of money), and (vii) the case number(s) assigned by Solana Mobile to track previous attempts to resolve the dispute, if there is one.

We each agree to try to resolve the claim, but if we can’t do that within 60 days after the notice is received, you or Solana Mobile may initiate an arbitration proceeding by following the AAA Rules. Unless the parties agree otherwise, your demand for arbitration must be sent to Solana Mobile’s address for notice set forth in this Section 21(d) and entitled “Demand for Arbitration.” Solana Mobile will send demands for arbitration to you at the e-mail address provided in the notice of the dispute. During the arbitration, the amount of any settlement offer made by you or Solana Mobile may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any). If you win in the arbitration and are awarded an amount that exceeds the last written settlement amount offered by Solana Mobile before the arbitrator was appointed, Solana Mobile will pay you: (i) the amount awarded by the arbitrator and (ii) your reasonable attorney’s fees incurred during the arbitration proceedings.

(e) Fees and Hearing Location. If you are the one who commences arbitration, Solana Mobile will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the AAA Rules will determine who pays that fee. Unless the parties agree otherwise, any arbitration hearing will take place (at your option) in San Francisco County or the county (or parish) of your current address. However, if the claim is for $10,000 or less, you may decide whether you want the arbitration to be conducted instead: (i) only on the basis of documents or (ii) through a telephone hearing. If the arbitrator decides that either the substance of your claim or the remedy you asked for is frivolous or brought for an improper purpose, then we’ll use the AAA Rules to determine whether you or Solana Mobile is responsible for the filing, administrative and arbitrator fees.

(f) No Class Actions. By agreeing to arbitration, to the fullest extent legally permissible, we each may bring claims relating to these Terms and/or your Device only in our individual capacities and not in a class action. Also, to the fullest extent legally permissible, the arbitrator can’t consolidate claims into a class proceeding either. The arbitrator may award injunctive relief only in favor of you, the individual party seeking relief, and only to the extent necessary to provide relief that is warranted by your individual claim, and not any remedy that affects other Solana Mobile customers or users. However, if a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim for relief or remedy (such as declaratory or injunctive relief), then that claim or remedy (and only that claim or remedy) must be severed from the arbitration and must be brought in the state or federal courts located in San Francisco County, California, while the remaining claims and remedies (such as individual damages or restitution) will still be resolved through binding arbitration.

(g) Enforceability. All issues in the dispute are for the arbitrator to decide, except that only a court may decide issues relating to the scope and enforceability of this agreement to arbitrate, whether a dispute can be arbitrated, or the interpretation of this agreement to arbitrate. Except as provided in Section 21(f), if any provision of this agreement to arbitrate is found unenforceable, that provision will be severed and the balance of this agreement to arbitrate will remain in full force and effect. If for some reason the entirety of this agreement to arbitrate is found to be unenforceable, then it won’t apply, and you and Solana Mobile agree to resolve disputes in the state or federal courts as set forth in Section 21(k). Judgment on an arbitration award may be entered by any court having jurisdiction.

(h) Confidentiality. The arbitrator shall honor all evidentiary privileges recognized at law and shall enter orders as appropriate in order to protect the parties’ trade secrets or confidential information. With respect to any information exchanged between us in connection with the arbitration, we agree to maintain either party’s trade secrets or proprietary business information as confidential and to protect the confidentiality of any other information (such as private customer information) that is legally protected from disclosure. However, we may each disclose these matters, in confidence, to our respective accountants, auditors, and insurance providers.

(i) Return. You have the right to return your Device in accordance with our Return Policy if you don’t agree with this agreement to arbitrate. If you decide to return your Device, you must return it in accordance with the Return Policy, including within the applicable return period set forth in the Return Policy (unless a longer period is required by applicable law).

(j) Future Changes to this Agreement to Arbitrate. If Solana Mobile makes any changes to this agreement to arbitrate (other than a change to Solana Mobile's address for notice), you may reject any of those changes by notifying Solana Mobile via the process set forth in Section 21(d) within 30 days of the change. By rejecting a future change, you are agreeing to arbitrate any dispute between us in accordance with the language of the last version of the agreement to arbitrate that you accepted.

(k) Governing Law and Judicial Forum for Non-Arbitrable Disputes. These Terms are governed by the FAA and (only to the extent not inconsistent with the substantive and procedural provisions of the FAA), the laws of the State of California, without regard to conflicts of laws principles. The arbitrator will not be bound by rulings in other arbitrations involving Solana Mobile to which you are not a party. Other than claims that must be resolved through binding arbitration (or that may be brought in small claims court), any disputes relating to these Terms or your Device (e.g. an intellectual property rights infringement claim under Section 21(b)(iii), or if the entirety of this agreement to arbitrate is found to be unenforceable by a court under Section 21(g)) will be litigated exclusively in the federal or state courts of San Francisco County, California; the parties consent to personal and exclusive jurisdiction in these courts.

22. Governing Law and Venue

Any dispute arising from these Terms and your use of the Service will be governed by and construed and enforced in accordance with the laws of the State of California. Any dispute between the parties that is not subject to arbitration will be resolved in the federal or state courts of the State of California.

23. Changes to the Terms

The Terms in effect at the time you place an order for the Device will apply to such order and Device. Solana Mobile reserves the right to make changes to these Terms from time to time, and any such changes will apply to future orders.

24. Events Beyond Reasonable Control

Neither party will be responsible for any delay or failure to comply with these Terms if the delay or failure arises from any cause which is beyond its reasonable control.

25. No Waiver

If you do not comply with these Terms, and we don't take action right away, this doesn't mean that we are giving up any rights that we may have (such as taking action in the future).

26. Severability

If it turns out that a particular term is not enforceable, this will not affect any other terms.

Solana Mobile Sales Terms

PLEASE CAREFULLY READ THESE TERMS, INCLUDING THE AGREEMENT TO ARBITRATE IN SECTION 21, MEANING THAT ANY DISPUTE RELATED TO YOUR DEVICE PURCHASED FROM THE STORE WILL BE RESOLVED THROUGH BINDING ARBITRATION ON AN INDIVIDUAL, NON-CLASS BASIS.

YOUR PURCHASE OF A DEVICE REQUIRES THAT YOU AGREE TO THESE TERMS. IF YOU DO NOT UNDERSTAND THE TERMS OR DO NOT ACCEPT ANY PART OF THEM, DO NOT PLACE AN ORDER.

21. Arbitration/Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY.