Effective Date: Dec 3, 2025
Welcome to the online Solana Mobile Store (the “Store”), which is provided by Solana Mobile Inc., a Delaware corporation whose principal place of business is at 605 N Michigan Ave, Floor 4 #1478783, Chicago, IL 60611, United States (“Solana Mobile” or “we”). Your initiation of an order of any mobile phone (“Phone”) and/or tangible accessories (together with Phones, “Devices”) or any other product or service offered by Solana Mobile (“Service”) from the Store (“Order Request”) constitutes your agreement to be bound by these Terms of Sale and any other terms incorporated into these Terms of Sale by reference (whether online or accompanying the applicable Device, the “Supplemental Terms”). Supplemental Terms include our return policy found at https://solanamobile.com/return-policy-web (the “Return Policy”), the terms of the limited warranty found at https://solanamobile.com/seeker-warranty (the “Limited Warranty”), the terms set forth on https://solanamobile.com/tos-homepage-web (the “Website Terms”) and, in the event that you are purchasing a Device after previously having paid a deposit for a place on the relevant pre-launch waitlist, the deposit and waitlist agreement found at https://solanamobile.com/deposit-waitlist-agreement-web (“Deposit Agreement”). All such Supplemental Terms together with these Terms of Sale shall be referred to herein as the “Terms”. In the event of any conflict or inconsistency between the Terms of Sale and any other Terms, these Terms of Sale shall prevail.
1. Solana Mobile Services When you use any Solana Mobile Services through a Device, your use of such Services is subject to the applicable terms and conditions for such Services in addition to these Terms. Note that Services, including the availability of Services and content or features contained in or offered through Services, may vary by region.
To the fullest extent permitted by applicable law, all features, functionality and other product specifications of our Services are subject to change without notice or obligation.
2. Privacy When you place an Order Request through the Store, you acknowledge that we may collect and process certain information about you in order to process and complete such Order Request, and as further described in our Privacy Policy. Please refer to our Privacy Policy at https://solanamobile.com/privacy-policy-web for more information on how Solana Mobile collects, uses and shares the information we receive from you.
3. Support Please refer to https://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
When you submit an Order Request to Solana Mobile, the Order Request is considered an offer to purchase the applicable Devices or Services, but does not constitute an offer by Solana Mobile to sell such Devices or Services. Any Order Request shall be subject to acceptance by Solana Mobile and Solana Mobile may decline any Order Request, in whole or in part, for any lawful reason. If Solana Mobile accepts your Order Request, we will notify you of our acceptance by sending a confirmation, and such confirmed Order Request will be deemed an “Order”.
If you have paid a deposit under the Deposit Agreement, your deposit payment does not constitute an Order Request, and you are still required to submit an Order Request through the Store.
Solana Mobile reserves the right to reject all or part of an Order Request for any lawful reason, and may take any lawful action in connection therewith (including refusing to ship Devices to you), including in the event that: (a) Solana Mobile reasonably believes that (i) you have violated these Terms, or (ii) you have or are seeking to purchase (directly or indirectly) more than the permitted maximum number of Devices in contravention of Section 8; or (b) you have requested delivery of a Device to a country or other area that Solana Mobile does not deliver to.
5. Prices and Taxes
The Device price displayed on the Store may not include sales tax or other variable charges (such as shipping charges). All applicable taxes and shipping charges will be presented at checkout before you place your Order Request, and must be paid in the same currency as the purchase is made.
All prices displayed on the Store are subject to change at any time without notice in respect of future Order Requests.
6. 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 or, in the event that you have already paid a deposit in respect of the Device under the Deposit Agreement, the remaining balance due for 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 software-based digital wallet (“Digital Wallet”) in the Store or in connection with ordering a Device, you agree that you are using that Digital Wallet under the terms and conditions of the applicable provider of such Digital Wallet. Solana Mobile does not have custody or control over the contents of your Digital Wallet. You are solely responsible for your use of any Digital Wallet, and you agree that the Solana Mobile Parties shall have no liability to you for any losses or damages arising from same, including without limitation as a result of hacks, double-spending, or invalid or inaccurate transaction requests.
7. Delivery
Orders may take up to six (6) months to fulfil from the date that Solana Mobile accepts your Order Request or requests your delivery address (as applicable).
We may not be able to deliver Devices to all locations. If Solana Mobile does not ship a Device to the address you provided, Solana Mobile will either decline your Order Request or cancel your Order, and you will not be charged or you will be refunded, as applicable.
You must ensure that the delivery address you provide to Solana Mobile for delivery of your Device, either at submission of your Order Request or upon Solana Mobile’s request (as applicable), is accurate. You are responsible for accepting delivery of the Order at that address or, if the shipping carrier is unable to complete delivery at that address for reasons outside the shipping carrier’s or Solana Mobile’s control, at the pick-up location specified by the shipping carrier.
If a Device is shipped to the address that you have provided but cannot be successfully delivered to you, the Device will be returned to Solana Mobile. 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 applicable taxes (including import or export taxes) and such charges may not be reversed, except where prohibited by applicable law. Please note that deposits made under the Deposit Agreement are generally non-refundable.
If a Device is not successfully delivered due to an error that you are not responsible for, you will not be charged and/or applicable charges will be refunded to your original payment method. As described above, deposits made under the Deposit Agreement are generally non-refundable.
If you do not receive your Device, please refer to https://solanamobile.com/support for assistance.
8. 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 place an Order Request or otherwise purchase, directly or indirectly, 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.
Unless otherwise set forth on the Store in connection with any Device, Devices are sold only for personal use and not for resale.
9. Pricing Mistakes
We try very hard to make sure that prices on the Store are accurate. In the unlikely event that a mistake happens and the Order Request has not been confirmed, 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.
10. Promotions
From time to time, Solana Mobile may offer promotions or promotional prices for the sale of Devices. In the event of a conflict between these Terms and any terms applicable to such promotional offers or prices (“Promotional Terms”), the Promotional Terms will control solely with respect to the applicable promotion and solely during the time when the promotion is valid, as set forth in the Promotional Terms.
11. Import and Export
The Device may be subject to import and export laws and regulations. You must comply with all domestic and international import and export laws and regulations that apply in connection with the Device, including your purchase and receipt thereof. These laws may include restrictions on shipping destinations, users, and end use of any Device.
12. Use of the Device
Please carefully read any instructions that come with the Device, including instructions that may be available online. You agree to comply with any end user licenses or other Supplemental Terms applicable to your use of the Device or any software on or made available through the Device, including without limitation Supplemental Terms applicable to any Device operating system.
13. Device Security
Each Device may include the Solana Mobile proprietary technology for storing digital assets (“Seed Vault”), which such Seed Vault uses software and hardware features of the Device to protect private keys used by you in connection with your Seed Vault, Digital Wallets and other blockchain-based technologies (“Private Keys”). Private Keys stored in your Seed Vault will be accessible to you only via a Recovery Phrase. “Recovery Phrase” means the random sequence of 24 unique words which will be communicated to you through the Device when the Device is activated. Your Recovery Phrase allows you to access the applicable Private Keys stored in your Seed Vault.
You may need your Recovery Phrase:
● If you lose your Device, your Device is stolen, or you otherwise cannot access your physical Device; ● If your Device breaks down or is accidentally damaged; ● If you reset your Device to factory defaults; or ● If you need to migrate your digital assets to another type of Digital Wallet.
It is important to note that: ● Solana Mobile does not store or have access to, nor hold any backup copies of, your Recovery Phrase; ● Anyone in possession of your Recovery Phrase will be able to access your digital assets; and ● You may permanently lose access your digital assets if your Recovery Phrase is lost or compromised.
Solana Mobile may make updates to software on your Device from time to time, including updates to the Seed Vault and other security features. You must install any updates within a reasonable time using the instructions provided by Solana Mobile. The Solana Mobile Parties are not responsible for operating faults resulting from the failure to install necessary updates (including security updates).
14. Gifts
You may only purchase Devices for personal use of an individual end user. You may not resell any Device, but you may give the Device as a gift. You may not purchase a Device with the intention of circumventing any limitations we have placed on any individual’s ability to purchase or receive one or more Devices, nor may you knowingly gift a Device to any individual who would be ineligible to purchase a Device under these Terms (including where Solana Mobile does not deliver to their address, or where they have or will (directly or indirectly) exceeded the Order limits set out in Section 8).
15. Certain Device Technical Specifications
Battery life for your Device 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 may be less than the memory listed in any Device description, which should be used as a guideline only. Nothing in this Section 15 affects your statutory rights in respect of a defective Device.
16. Return Policy
You may have a legal right to change your mind about your Order and receive a refund under applicable law. This is further described in the Return Policy, which sets out the process for any request to return a Device for a refund. If you wish to return any Device, please review the then-current Return Policy for such Device. As set out therein, any deposit paid under the Deposit Agreement is generally non-refundable.
17. Data and Deactivation
You are solely responsible for managing, protecting, and securing 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. The Solana Mobile Parties will not be responsible for any use or disclosure of any data that resides on a Device that is returned to Solana Mobile, to the extent possible under applicable law.
If you notify Solana Mobile that (a) you have not received a Device, (b) a Device is defective, or (c) a Device has been lost or stolen, Solana Mobile may deactivate that Device. Deactivation may result in the deletion of personal or other data stored on your Device. We strongly recommend that you back-up your data periodically.
18. Warranty
Devices sold by Solana Mobile to you through the Store are subject to our Limited Warranty, which, for the avoidance of doubt, is only for the benefit of the original customer, and not gift recipients or resellers.
19. Defects; Warranties; Disclaimer of Warranties
You may have rights as to the quality of your Device under applicable law. These are further described in our Limited Warranty. The Limited Warranty also contains disclaimers of certain of the Solana Mobile Parties’ liabilities to the extent permitted under applicable law. Please read the Limited Warranty carefully.
If you have a defective Device, please contact https://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 defective Device.
In addition and notwithstanding anything to the contrary herein, you acknowledge and agree that the purchase of a Device or any Services does not grant you any right, entitlement or expectation to receive, claim or otherwise benefit from any tokens, digital assets or similar instruments, either now or in the future. You further acknowledge that any references to tokens in connection with the Device or otherwise are purely informational, non-binding, and do not constitute an offer, promise, inducement, or guarantee of distribution. You agree that any future issuance of tokens, if any, shall be governed by separate terms and conditions, may be subject to eligibility and regulatory requirements, and may be modified, postponed, or abandoned in full at the sole discretion of the relevant issuer.
Nothing in this Section 19 affects your legal rights under applicable laws.
20. Limitation of Liability
21. Cellular and Internet Services Disclaimers and Other 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 the Solana Mobile Parties have 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 the Solana Mobile Parties make no warranty with respect to such third-party hardware accessories or their compatibility with the Device.
Returning the Device, in accordance with these Terms, will not cancel your service contract with your Internet Service Provider or Wireless Carrier, if applicable. You must contact the applicable third-party service providers (e.g. Internet Service Provider or Wireless Carrier) directly to cancel such service(s).
22. Exclusive Venue
To the extent litigation in a court is permitted under the terms of this Agreement, and subject to Section 23, all such claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of New York, New York.
23. Arbitration Agreement
Please read this Arbitration Agreement (the “Arbitration Agreement”) carefully. IT IS PART OF YOUR CONTRACT WITH SOLANA MOBILE AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER (INCLUDING WITHOUT LIMITATION INVOLVING ANY DISPUTE WITH THE SOLANA MOBILE PARTIES).
(a) Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, and to the extent that it is not unenforceable, unlawful or unfair under applicable laws, you and Solana Mobile (including on behalf of the Solana Mobile Parties) agree that any dispute, claim, disagreements arising out of or relating in any way to these Terms and prior versions of these Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and the Solana Mobile Parties may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or the Solana Mobile Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
(b) Informal Dispute Resolution. There might be instances when a Dispute arises between you and a Solana Mobile Party. If that occurs, Solana Mobile states (including on behalf of the Solana Mobile Parties) that the applicable Solana Mobile Party is committed to working with you to reach a reasonable resolution. Solana Mobile (including on behalf of the Solana Mobile Parties) and You agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. Solana Mobile (including on behalf of the Solana Mobile Parties) and You therefore agree that, to the extent that it is not unenforceable, unlawful or unfair under applicable laws, before a party commences arbitration against the other (or initiates an action in small claims court if a party so elects), the parties will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”); provided, however, that any Solana Mobile Party may waive the requirement to engage in an Informal Dispute Resolution Conference. If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to any Solana Mobile Party that you intend to initiate an Informal Dispute Resolution Conference should be sent by email or regular mail to our offices located at the address set forth below. The Notice must include: (i) your name, telephone number, mailing address, and e‐mail address; (ii) the name, telephone number, mailing address and e‐ mail address of your counsel, if any; and (iii) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
(c) Waiver of Jury Trial. TO THE EXTENT THAT IT IS NOT UNENFORCEABLE, UNLAWFUL OR UNFAIR UNDER APPLICABLE LAWS, THE SOLANA MOBILE PARTIES AND YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Solana Mobile Parties are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 23(a). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. For the avoidance of doubt, to the extent any action is heard in court for any reason, you and the Solana Mobile Parties will still not be entitled to a jury.
(d) Waiver of Class and Other Non-Individualized Relief. TO THE EXTENT THAT IT IS NOT UNENFORCEABLE, UNLAWFUL OR UNFAIR UNDER APPLICABLE LAWS, AND EXCEPT AS SPECIFIED IN SECTION 23(i), THE SOLANA MOBILE PARTIES AND YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE SOLANA MOBILE PARTIES AND YOU HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS IN ANY ARBITRAL, COURT, OR OTHER FORUM. EXCEPT AS SPECIFIED IN SECTION 23(i), ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 23(i). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated on an individual basis in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or a Solana Mobile Party from participating in a class-wide settlement of claims.
(e) Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, the Solana Mobile Party and You, as applicable, shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/media/yawntdvs/2025_consumer_arbitration_rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (i) the name, telephone number, mailing address, email address of the party seeking arbitration (if applicable); (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (iv) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (v) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (a) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and the applicable Solana Mobile Party otherwise agree, or the Batch Arbitration process discussed in Section 23(i) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. All materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
(f) Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 23(i) is triggered, the AAA will appoint the arbitrator for each batch.
(g) Authority of Arbitrator. To the extent that it is not unenforceable, unlawful or unfair under applicable laws, the arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (i) all Disputes arising out of or relating to Section 23(d) including any claim that all or part of Section 23(d) is unenforceable, illegal, void or voidable, or that Section 23(d) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (ii) except as expressly contemplated in Section 23(i), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (iii) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (iv) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 23(i). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and the Solana Mobile Parties. Judgment on the arbitration award may be entered in any court having jurisdiction.
(h) Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or a Solana Mobile Party need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
(i) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, and to the extent that it is not unenforceable, unlawful or unfair under applicable laws, in the event that there are one hundred (100) or more individual Requests or other demand of a substantially similar nature filed against any Solana Mobile Party collectively by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (i) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by the Solana Mobile Parties. You and Solana Mobile (including on behalf of the Solana Mobile Parties) agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (a) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (b) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
(j) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the contact information set forth below, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name, address, email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with the Solana Mobile Parties.
(k) Invalidity, Expiration. Except as provided Section 23(d), if any part or parts of this Arbitration Agreement are found under the law to be unfair, unlawful, invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. To the fullest extent permitted by applicable law, you and the Solana Mobile Parties further agree that any Dispute must be initiated via arbitration within one-year after the cause of action accrues; otherwise, such cause of action is forever time barred.
(l) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Solana Mobile makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Solana Mobile at the contact information set forth below, you will be deemed to have accepted any such changes. To the extent that it is not unenforceable, unlawful or unfair under applicable laws, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. The Solana Mobile Parties will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
(m) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
(n) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Solana Mobile.
24. Changes to the Terms The Terms in effect at the time you place an Order Request for any Device will apply to the applicable 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 only.
25. Irreparable Harm Any breach or threatened breach of these Terms by you will cause irreparable harm to Solana Mobile for which damages would not be an adequate remedy, and therefore, Solana Mobile shall be entitled to injunctive relief with respect thereto in addition to any other remedies without the need to prove irreparable harm or post a bond.
26. Indemnification To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Solana Mobile and the Solana Mobile Parties from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms of Sale or your use of any Solana Mobile Device, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (i) your use or misuse of a Solana Mobile Device; (ii) any feedback you provide to us; (iii) your violation of these Terms of Sale; or (iv) your violation of the rights of any third party. You agree to promptly notify Solana Mobile of any third-party Claims and cooperate with the Solana Mobile Parties in defending such Claims. You further agree that the applicable Solana Mobile Party shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND SOLANA MOBILE.
27. Assignment The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you, in whole or in part, by operation of law or otherwise, without Solana Mobile’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Solana Mobile may assign, subcontract, delegate, or otherwise transfer any rights and obligations it may have without any notice to or consent by You.
28. Force Majeure The Solana Mobile Parties shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
29. Governing Law SUBJECT TO SECTION 23 (ARBITRATION AGREEMENT) AND ANY OVERRIDING CONSUMER RIGHTS UNDER THE LAWS OF YOUR COUNTRY OF RESIDENCE, THESE TERMS AND ANY ACTION RELATED HERETO WILL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
30. Equal Interpretation To the fullest extent permitted by applicable law, each of you and Solana Mobile agree that rules relating to the interpretation of contracts against the drafter of any particular clause shall not apply in the case of these Terms.
31. Waiver If you do not comply with these Terms, and the Solana Parties do not take action right away, this does not mean that the Solana Parties are waiving its rights to enforce these Terms with respect to such breach or any future breach. For the avoidance of doubt, any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
32. Severability To the fullest extent permitted by applicable law, if any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
33. Contact You may contact Solana Mobile by email legal@solanamobile.com or by mail at 605 N Michigan Ave, Floor 4 #1478783, Chicago, IL 60611. The communications between you and Solana Mobile may take place via electronic means, whether you visit the Solana Mobile’s website or send Solana Mobile e-mails, or whether Solana Mobile posts notices on its website or communicates with you via e- mail. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Where Solana Mobile requires that you provide an e-mail address, you are responsible for providing Solana Mobile with your most current e-mail address. In the event that the last e-mail address you provided to Solana Mobile is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Solana Mobile’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
34. Third-party beneficiaries Except for the Solana Mobile Parties, there are no third-party beneficiaries to these Terms.
35. Entire Agreement The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Each party acknowledges and agrees that (a) it has not relied upon any representation or warranty, express or implied, not expressly set forth in these Terms, and (b) no party shall have any liability to the other with respect to any extra-contractual statements, representations, or warranties, whether oral or written. Each party further acknowledges that it has had the opportunity to consult with counsel regarding these Terms.