1. Introduction. Welcome to the Token Airdrop Terms (these “Airdrop Terms”) for SKR token airdrops (each referred to herein as, the “Airdrop”) organized and made available by Solana Mobile, Inc. (“Solana Mobile”, “we” or “us”). These Airdrop Terms hereby incorporate by reference the Terms of Use Agreement (“Terms of Use”) available at https://solanamobile.com/tos-homepage-web. In the event of any conflict between any term or condition set forth in these Airdrop Terms and any term or condition set forth in the Terms of Use, the term or condition set forth in these Airdrop Terms will prevail, but solely to the extent such conflict exists. These Airdrop Terms govern your ability to participate in the Airdrop. Please read these Airdrop Terms carefully, as they include important information about your legal rights. By participating in the Airdrop in any way, including by accessing the Airdrop through an application connected to a Wallet (defined below) or connecting a Wallet to the website or application, in each case, on or through which these Airdrop Terms are linked (collectively, the “Airdrop Site”) or claiming any tokens made available by us through the Airdrop (“Airdrop Tokens”), you are agreeing to these Airdrop Terms. If you do not understand or agree to these Airdrop Terms, please do not participate in the Airdrop. For purposes of these Airdrop Terms, “you” and “your” means you as the participant in the Airdrop. If you participate in the Airdrop or otherwise claim Airdrop Tokens on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Airdrop Terms, and (b) you agree to these Airdrop Terms on the entity’s behalf.
PLEASE BE AWARE THAT SECTION 9 (DISPUTES) OF THESE AIRDROP TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND SOLANA MOBILE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS (EACH, A “SOLANA MOBILE PARTY” AND COLLECTIVELY, THE “SOLANA MOBILE PARTIES”) HAVE AGAINST EACH OTHER UNDER THESE TERMS ARE RESOLVED INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, SECTION 9 (DISPUTES) CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND ANY OF THE SOLANA MOBILE PARTIES TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE SOLANA MOBILE PARTIES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
2. Participation. To participate in the Airdrop, you will need to (a) own an eligible Device (as defined in the Terms of Use), (b) satisfy eligibility rules or requirements determined by Solana Mobile and (c) either (i) access the Airdrop through an application connected to a compatible digital wallet (“Wallet”) and/or (ii) connect a Wallet to, the Airdrop Site. By accessing the Airdrop and/or connecting a Wallet, you agree that you are using the Wallet under and in accordance with the terms and conditions of the applicable third-party provider of such Wallet. Third-party Wallets are not associated with, maintained by, supported by or affiliated with Solana Mobile. We accept no responsibility or liability to you in connection with your use of a third-party Wallet, and we make no representations or warranties regarding how any specific third-party Wallet will operate in connection with the Airdrop or be compatible to participate in the Airdrop. The private keys necessary to access the assets held in a Wallet are not held by Solana Mobile. Solana Mobile has no ability to help you access or recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.
2.1. Staking. When you participate in the Airdrop, you may be offered the option to stake your Airdrop Tokens. If you choose to stake your Airdrop Tokens (such staked Airdrop Tokens, “Staked Tokens”), Services (as defined in the Terms of Service) may assist you in drafting transaction messages that would stake the Airdrop Tokens to certain compatible third-party blockchain(s), smart contracts, node operators, validators or other systems (“Supported Systems”), in accordance with the applicable technological and contractual parameters of the applicable Supported Systems (“Applicable Rules”). By using the staking functionality described herein, you understand and acknowledge that: (a) you may be unable to use sell, distribute, transfer, or otherwise dispose of the Staked Tokens, or exercise any governing rights associated with such StakedTokens until you withdraw such Staked Tokens from the applicable Supported System(s) in accordance with the Applicable Rules (b) you may be prohibited from withdrawing your Staked Tokens from a Supported System by the Applicable Rules for a period of time predetermined by the Applicable Rules; and (c) all risks associated with staking, including, but not limited to, (i) the risk of loss of Staked Tokens, (ii) changes to the Supported Systems /or the Applicable Rules, and (iii)slashing or penalties imposed by the Supported Systems. Solana Mobile is not responsible for any rewards, penalties, or losses that may result from your use of or interaction with any Supported System(s) or staking any Airdrop Tokens to such Supported System(s).
3. Eligibility. We reserve the right in our sole discretion to determine whether any actual or potential participant in the Airdrop is eligible to participate in the Airdrop or otherwise access the Airdrop Site. You are not eligible to participate in the Airdrop if you are a Prohibited Person (as defined below); if you breach any provision of these Airdrop Terms; or if we otherwise determine in our sole discretion that you are ineligible. Any such circumvention, or attempted circumvention, may permanently disqualify you from participation in the Airdrop in our discretion. A “Prohibited Person” is any person or entity (whether or not formally incorporated or registered) that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets, (b) located in, a resident of, or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States, or (c) owned or controlled, directly or indirectly, by any persons or entities listed in (a)-(b).
4. Your Obligations and Acknowledgements.
4.1. You agree and acknowledge that you may receive Airdrop Tokens for free (excluding applicable taxes, if any) via the Airdrop, subject to these Airdrop Terms, and that you are solely responsible and liable for all taxes in connection with your participation in the Airdrop. You should consult a tax advisor in connection with any Airdrop Tokens you receive.
4.2. You agree and acknowledge that you will comply with, and you are solely responsible for complying with, all applicable laws of the jurisdiction you are located or participating in the Airdrop from.
4.3. You agree not to engage in any activities that are designed to manipulate or subvert the Airdrop process in order to obtain more Airdrop Tokens than we determine in our sole discretion that you are entitled to receive.
4.4. You acknowledge and agree that no documentation, contributions system, or other materials or programs made available by us, our affiliates, or any third party created any expectation in or obligation to you with respect to any Airdrop Tokens or any other assets.
4.5. You agree and acknowledge that you will not use a VPN or other tool to circumvent any geoblock or other restrictions that we may have implemented for Airdrop recipients.
5. Your Representations and Warranties.
5.1. You represent and warrant that you are not a Prohibited Person.
5.2. You represent and warrant that you are the legal owner of the Wallet and any blockchain address that you use to access or participate in the Airdrop.
5.3. You represent and warrant that you were not previously promised any Airdrop Tokens, and that you have taken no action in anticipation of or in reliance on receiving any Airdrop Tokens or participating in an Airdrop.
6. Disclaimers; Limitation of Liability.
6.1. Your participation in the Airdrop is at your own risk. You understand and agree that any Airdrop Tokens are provided to you on an “AS IS” and “AS AVAILABLE” basis. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOLANA MOBILE PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE AIRDROP, AIRDROP SITE OR AIRDROP TOKENS FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Solana Mobile Parties make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Airdrop, Airdrop Site, or Airdrop Tokens; (b) any harm to your computer system, loss of data, or other harm that results from your participation in the Airdrop or use of the Airdrop Site or Airdrop Tokens; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; (d) whether the Airdrop Tokens will be supported by or provide any utility or functionality in connection with any application or protocol; and (e) whether the Airdrop will be available on an uninterrupted, secure or error-free basis. Nothing contained in these Airdrop Terms constitutes, or is meant to constitute, financial, legal or other professional advice.
6.2. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 6.3 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
6.3. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE SOLANA MOBILE PARTIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE AIRDROP), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE AIRDROP TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE AIRDROP, AIRDROP SITE, AIRDROP TOKENS, OR THESE AIRDROP TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE SOLANA MOBILE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE AIRDROP TERMS OR THE AIRDROP OR AIRDROP TOKENS. THE SOLANA MOBILE PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6.4. All information provided through the Airdrop Site, or otherwise provided by the Solana Mobile Parties in connection therewith, is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Airdrop Site or obtained in connection with the Airdrop. Before you make any financial, legal, tax or other decisions involving the Airdrop, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Airdrop Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Airdrop Terms.
7. Assumption of Risks.
7.1. By participating in the Airdrop, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of participating in the Airdrop. You acknowledge and agree that there are risks associated with purchasing, receiving, and holding cryptocurrency (including without limitation Airdrop Tokens) and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error; risk of mining or blockchain attacks; risk of hacking and security weaknesses; risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation; risk of personal information disclosure; risk of uninsured losses; volatility risks; and unanticipated risks.
7.2. You agree and acknowledge that if you are unable to claim Airdrop Tokens, whether due to technical bugs, smart contract issue, gas fees, wallet incompatibility, loss of access to a wallet or the keys thereto, or for any other reason, you will have no recourse or claim against the Solana Mobile Parties and that the Solana Mobile Parties will not bear any liability in connection therewith.
7.3. You agree and acknowledge that claiming Airdrop Tokens may require reliance on or an integration with third party products (e.g., a third-party Wallet or an unaffiliated network or blockchain) that we do not control. In the event that you are unable to access such products or integrations, or if they fail for any reason, and therefore you are unable to participate in an Airdrop or claim Airdrop Tokens, you will have no recourse or claim against any Solana Mobile Parties and that the Solana Mobile Parties will not bear any liability in connection therewith. We are not responsible for any losses due to your errors, including an incorrectly constructed transaction.
7.4. You agree and acknowledge that the regulatory regime governing blockchain technologies, cryptocurrencies and other digital assets is uncertain, that new regulations or policies may materially adversely affect the potential utility or value of such cryptocurrencies and digital assets, and that there may be risks of new taxation related or applicable to the purchase, receipt, sale, or other disposition of cryptocurrencies and other digital assets, in each case including without limitation as applicable to Airdrop Tokens.
7.5. You agree and acknowledge that we cannot and do not control how third-party exchange platforms quote or value cryptocurrencies and other digital assets, including without limitation any Airdrop Tokens, and we expressly deny and disclaim any liability to you for or in connection with any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets.
7.6. You agree and acknowledge that your use of the Airdrop Token in connection with any software application, protocol, or other service or technology (including without limitation any Wallet) is solely at your own risk, and the Solana Mobile Parties disclaim all responsibility and liability for such use.
7.7. You agree and acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by any bank nor (ii) insured by the FDIC or by any other governmental agency or regulated entity.
8. Indemnification. By entering into these Airdrop Terms or otherwise participating in the Airdrop, you agree that you shall indemnify and hold harmless (and, at Solana Mobile’s election, defend) the Solana Mobile Parties from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Solana Mobile Parties arising out of or in connection with your violation or breach of any term of these Airdrop Terms or any applicable law or regulation. If you are obligated to indemnify any Solana Mobile Party hereunder, then you agree that Solana Mobile (or, at its discretion, the applicable Solana Mobile Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Solana Mobile Parties wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Solana Mobile Parties in the defense or settlement of such claim.
9. Disputes. 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).
9.1. 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 this Agreement and prior versions of this Agreement, including claims and disputes that arose between us before the effective date of this Agreement (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 this Agreement as well as claims that may arise after the termination of this Agreement.
9.2. 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/or 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.
9.3. 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 9.1. 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.
9.4. 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 9.9, 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 9.9, 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 9.9. 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.
9.5. Rules and Forum. This Agreement evidences 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 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) as well as your email address; (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 9.9 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.
9.6. 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 9.9 is triggered, the AAA will appoint the arbitrator for each batch.
9.7. 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 9.4 including any claim that all or part of Section 9.4 is unenforceable, illegal, void or voidable, or that Section 9.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (ii) except as expressly contemplated in Section 9.9, 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 9.9. 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 us. Judgment on the arbitration award may be entered in any court having jurisdiction.
9.8. 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.
9.9. 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.
9.10. 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 and address, and/or your 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 this Agreement 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 us.
9.11. Invalidity, Expiration. Except as provided Section 9.4, 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.
9.12. Modification. Notwithstanding any provision in this Agreement 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, your continued participation in the Airdrop following the posting of changes to this Arbitration Agreement constitutes your acceptance of 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 this Agreement 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 your participation in the Airdrop, any communications you receive, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) 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 this Agreement.
9.13. 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 this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
9.14. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Solana Mobile.
10. Miscellaneous. Nothing in these Airdrop Terms shall be construed to transfer any intellectual property rights from Solana Mobile to you. These Airdrop Terms contain the entire agreement between you and Solana Mobile regarding the Airdrop, and supersede all prior and contemporaneous understandings between the parties regarding the Airdrop. We may modify these Airdrop Terms from time to time in which case we will update the “Last Revised” date at the top of these Airdrop Terms. The updated Airdrop Terms will be effective as of the time of posting, or such later date as may be specified in the updated Airdrop Terms. Your continued access to or participation in the Airdrop after the modifications have become effective will be deemed to be your acceptance of the modified Airdrop Terms. These Airdrop Terms may be assigned by Solana Mobile but may not be assigned by you without our prior express written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Airdrop Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Airdrop Terms and shall not affect the validity and enforceability of any remaining provisions. Subject to the Arbitration Agreement and any overriding consumer rights under the laws of your country region or province of residence, any dispute arising from these Airdrop Terms that may be brought in court will be governed by and construed and enforced in accordance with the laws of the State of Delaware, and exclusively subject to the jurisdiction of the federal or state courts of New Castle County, Delaware.
11. How to Contact Us. You may contact us regarding these Airdrop Terms by e-mail at legal@solanamobile.com.