Please read these Earn Vault Supplemental Terms and Conditions (“Vault Terms”) carefully. These Vault Terms hereby incorporate by reference the Solana Mobile Terms of Use Agreement (“Terms”), available at https://solanamobile.com/tos-homepage-web. These Vault Terms and the Terms of Use shall constitute a binding agreement between you and Solana Mobile Inc. (“Solana Mobile,” “we,” “us,” or “our”) and shall govern your access to and use of Earn Vaults (powered by Kamino) which include a link to these Vault Terms (each, a “Vault” and, together with the related interfaces, screens, and functionality made available through the Device for such Vault, a “Vault Service,” and all Vaults together, the “Vaults” and all Vault Services together, the “Vault Services.”) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Terms of Use. Any reference in the Terms of Use to “Service” or “Services” shall include the Vault Services as defined herein.
In the event of any conflict between any term or condition set forth in these Vault Terms and any term or condition set forth in the Terms of Use, the term or condition set forth in these Vault Terms will prevail, but solely to the extent such conflict exists.
BY ACCESSING OR USING THE VAULT SERVICES IN ANY WAY, INCLUDING BY DEPOSITING DIGITAL ASSETS INTO THE VAULTS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE VAULT TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SOLANA MOBILE, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE VAULT TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU ARE ACTING ON BEHALF OF, AND TO BIND THAT ENTITY TO THESE VAULT TERMS; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE VAULT SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. IF YOU DO NOT AGREE TO BE BOUND BY THESE VAULT TERMS, YOU MAY NOT ACCESS OR USE THE VAULT SERVICES.
We may at our sole discretion modify these Vault Terms on a going-forward basis. We will post above notice of the date of the most recent update.
1. The Vault Services and the Role of Solana Mobile.
1.1. Self-custodial, non-discretionary service. The Vault Services provide a native interface within a Device that enables you to deposit digital assets that you own and control into one or more Vaults, and to withdraw digital assets and accrued yield from the Vaults, by signing onchain transactions using your self-custodial wallet. Solana Mobile provides the Vault Services solely as a software interface and technology provider. We do not take custody or control of your digital assets, we do not hold your private keys, and we are not a bank, broker-dealer, investment adviser, money services business, money transmitter, custodian, or fiduciary with respect to you. At all times you retain ownership of your digital assets and bear all risk of loss.
1.2. The Vault is powered by Kamino. The Vaults deposit, lend, and hold digital assets by interacting with the Kamino lending protocol, including, without limitation, the Kamino Main Market USDC lending pool (collectively, “Kamino” or the “Underlying Protocol”). Kamino is a third-party, decentralized protocol that is not owned, operated, or controlled by Solana Mobile. We provide access to Kamino only as a convenience. When you use the Vault Services, your digital assets are deployed into the Underlying Protocol through the Vault, and you are not transferring your assets directly to Solana Mobile. Your use of the Underlying Protocol may be subject to separate terms, conditions, and risks published by the operators or contributors of that protocol, and you are responsible for reviewing and complying with them.
1.3. Allocation. Subject to the operational mechanics of a Vault, digital assets deposited into a Vault will be allocated to the Kamino lending pool as set forth in the applicable Vault Service. When you deposit digital assets you receive vault shares representing your proportional interest in the Vault’s assets. There is no insurance pool supporting any Vault.
1.4. No advice; no solicitation. Nothing in the Vault Services or these Terms constitutes investment, financial, legal, tax, or other professional advice, or a recommendation, solicitation, or offer by Solana Mobile to deposit into any Vault, to use the Underlying Protocol, or to buy, sell, or hold any digital asset. Information displayed through the Vault Services, including any rate, annual percentage yield (“APY”), or historical performance figure, is provided for general informational purposes only, may be estimated or averaged, is not a forward-looking promise, and may not be accurate. You are solely responsible for evaluating, and you accept all risks associated with, any decision to use the Vault Services.
2. Solana Mobile as Vault Curator.
2.1. Curator designation. Solana Mobile is designated as the curator of each Vault within the Underlying Protocol (in such capacity, the “Curator”). The Curator designation is an administrative configuration within Kamino’s vault framework and does not make Solana Mobile a custodian of your assets, a fiduciary, an investment adviser, or a manager of your individual funds. For the avoidance of doubt, the use of the term “Curator” does not affect the non-discretionary nature of the Vault Services described in Section 2.2.
2.2. Solana Mobile does not manage the Vault. Except as expressly described below in this Section 2.2, Solana Mobile does not and will not, including in its capacity as Curator, manage, direct, or exercise ongoing discretion over the Vault or the assets deposited in it. Each Vault is configured to automatically allocate deposited digital assets in accordance with the allocation set forth in such Vault Service, and the deposit, lending, accrual, and withdrawal functions operate automatically pursuant to the smart contracts of the Underlying Protocol, over which Solana Mobile has no control. Solana Mobile does not and will not select borrowers, set or guarantee interest rates, control liquidation parameters, or make ongoing investment decisions on your behalf, and it has no obligation to monitor, rebalance, optimize, or intervene in the Vault. Solana Mobile may, but is under no obligation to, exercise Curator functions made available by the Underlying Protocol solely in response to an emergency that Solana Mobile reasonably determines threatens the security, integrity, or solvency of the Vault or the safety of depositors’ assets (“Emergency Actions”). Such circumstances may include, without limitation, a suspected or actual security incident, exploit, or vulnerability in the Vault or the Underlying Protocol; severe or abnormal market conditions; a depeg or failure of USDC or a related asset; a failure, deprecation, or compromise of the Underlying Protocol; or a legal, regulatory, or court requirement. Emergency Actions may include, for example, pausing deposits or withdrawals, restricting or halting new allocations, withdrawing or attempting to withdraw Vault assets from the Underlying Protocol, reallocating Vault assets to reduce risk, or taking other protective measures permitted by the Underlying Protocol. If Solana Mobile pauses or suspends deposits or withdrawals, you may be temporarily unable to access or retrieve your assets through the Vault Service, even if you have initiated a withdrawal request; such a suspension does not affect your ownership of your assets or your ability to interact with the Underlying Protocol through other means, if any are available. Any Emergency Action is taken on a reasonable-efforts basis for the general protection of the Vault and is not individualized advice or management for any particular depositor. You acknowledge that Emergency Actions may be unavailable, delayed, ineffective, or unsuccessful for any reason, including the design and state of the Underlying Protocol, network conditions, liquidity constraints, or the nature of the event. Solana Mobile does not guarantee that it will detect any emergency, that it will act, or that any action it takes will prevent, mitigate, or reduce loss. To the maximum extent permitted by law, Solana Mobile has no liability for taking, declining to take, or delaying any Emergency Action, or for the consequences of any such action or inaction. The protections, disclaimers, and limitations of liability in these Terms apply fully to Solana Mobile’s exercise or non-exercise of Curator functions.
2.3. No fiduciary or advisory relationship. Your relationship with Solana Mobile under these Terms, including by reason of the Curator designation, is solely that of a user of a software service. Nothing in these Terms creates any agency, partnership, joint venture, trust, fiduciary, advisory, or similar relationship between you and Solana Mobile, and Solana Mobile owes you no fiduciary or advisory duties.
3. Fees.
3.1. Protocol fee. Solana Mobile charges a protocol fee on assets in the Vaults at the rate set forth on the applicable Vault Service (the “Protocol Fee”). The Protocol Fee may be referred to as a “Management Fee” in the Vault Services. The Protocol Fee is the only fee charged by Solana Mobile in connection with the Vault; there is no performance fee, deposit fee, withdrawal fee, or lockup charged by Solana Mobile. Solana Mobile may change the Protocol Fee at any time by updating these Vault Terms or by notice through the Vault Service.
3.2. Third-party and network fees. You may incur fees that are not charged by Solana Mobile, including network or transaction (“gas”) fees and any fees, spreads, or costs imposed by the Underlying Protocol. Such fees are not charged by, or paid to, Solana Mobile.
4. Deposits, Withdrawals, and Liquidity.
4.1. No lockup. There is no lockup period, minimum holding period, deposit cap, or minimum deposit imposed by Solana Mobile, and no withdrawal fee or exit queue imposed by Solana Mobile. You may deposit or withdraw at any time, subject to the operational mechanics and liquidity of the Underlying Protocol, any Emergency Actions taken by Solana Mobile pursuant to Section 2.2, and these Vault Terms.
4.2. Liquidity risk. The ability to withdraw depends on available liquidity in the Underlying Protocol. While the Vault is designed to keep a portion of assets readily available and to source additional USDC from the Underlying Protocol to satisfy withdrawals, a withdrawal may be delayed or temporarily unavailable if substantially all of the relevant pool’s USDC is borrowed or otherwise unavailable. Solana Mobile does not guarantee that any deposit or withdrawal will be available, confirmed, executed, or completed at any particular time or at all.
4.3. Onchain transactions are irreversible. Transactions you sign and broadcast cannot be reversed once submitted to the network, although they may remain pending while processed. Solana Mobile does not control the digital asset network and does not guarantee that any transaction will be confirmed. Solana Mobile is not liable for losses resulting from network outages, congestion, delays, failed transactions, or transactions that remain pending.
5. Eligibility and Restrictions.
5.1. Device requirement. The Vault Services are accessible only through a compatible Device. You must own or lawfully possess a Device in order to access and use the Vault Service. Solana Mobile does not make the Vault Services available through any other interface, application, or device, and access to the Vault Services through any unauthorized means is prohibited.
5.2. Jurisdictional limits. The Vault Services are not offered to, and may not be used by, any person in any jurisdiction where access to or use of the Vault Services would be unlawful or would require registration, licensing, or authorization that Solana Mobile has not obtained. Solana Mobile may restrict or block access to the Vault Services from any jurisdiction or to any person in its sole discretion, including by geoblocking, and the availability of the Vault Services and supported assets may vary by jurisdiction. You are responsible for complying with all laws applicable to you, including tax laws.
6. Assumption of Risk.
You acknowledge and agree that you use the Vault Services at your own risk. You are encouraged to seek independent financial, legal, and tax advice before using the Vault Service. These risks include, without limitation:
No guarantee of return; risk of loss. The Vault is a lending product, not a deposit or savings account. Your assets are not guaranteed or insured, returns are not guaranteed, and you may lose some or all of the assets you deposit.
Smart contract risk. The Vault depends on smart contracts of the Underlying Protocol that may contain bugs, errors, or vulnerabilities and may be exploited, fail, or behave unexpectedly, notwithstanding any audits. Audits do not guarantee safety.
Lending and credit risk. If a borrower in the Underlying Protocol defaults and the associated collateral is insufficient, lenders (including the Vault) may bear a share of the resulting loss, which may reduce the value of your vault shares.
Liquidity risk. Withdrawals may be delayed or temporarily unavailable depending on the state of the Underlying Protocol, as described in Section 4.
Rate risk. Yield is variable, floats with borrowing demand, is not fixed or guaranteed, and may decline, including to zero.
Stablecoin and peg risk. USDC may lose its peg to the U.S. dollar or otherwise decline in value, and its issuer is a third party over which Solana Mobile has no control.
Protocol, oracle, and third-party risk. The Underlying Protocol relies on oracles, third-party infrastructure, and governance over which Solana Mobile has no control and which may fail, be manipulated, or change.
Regulatory risk. The legal and regulatory treatment of digital assets and decentralized finance is uncertain and evolving, and changes may adversely affect the Vault Service, the Underlying Protocol, or your ability to use either.
Network and operational risk. Blockchain networks and the Vault Services may experience outages, congestion, forks, or other disruptions, and you bear the risk of loss of, or loss of access to, your wallet, keys, or recovery credentials.
Cybersecurity risk. Blockchain networks and the Vault Services may experience attacks by private or state-sponsored actors attempting to steal assets or otherwise disrupt the Vault Services or the network. While reasonable countermeasures are employed, Solana Mobile cannot control all potential attack vectors, and you bear the risk of loss for such cybersecurity incidents.
7. Third-Party Services and Information. We have not verified, and do not warrant or endorse, the Underlying Protocol or any other third-party service referenced through the Vault Service, and we are not responsible for their availability, legitimacy, content, or performance. You are responsible for understanding the nature and risks of the Underlying Protocol before using the Vault Service.
8. Disclaimers.
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE TERMS OF USE, WHICH APPLY FULLY TO THE VAULT SERVICE, THE SOLANA MOBILE PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT: (I) ANY YIELD, RATE, APY, OR RETURN DISPLAYED THROUGH OR ASSOCIATED WITH THE VAULT WILL BE ACHIEVED, MAINTAINED, OR ACCURATE; (II) THE VAULT SERVICES WILL PROTECT YOUR ASSETS FROM THEFT, EXPLOIT, LOSS, OR DEVALUATION; OR (III) THE UNDERLYING PROTOCOL, INCLUDING ITS SMART CONTRACTS, ORACLES, OR GOVERNANCE MECHANISMS, WILL OPERATE AS EXPECTED OR BE FREE OF BUGS, ERRORS, OR VULNERABILITIES. AUDITS OF THE UNDERLYING PROTOCOL DO NOT GUARANTEE ITS SAFETY. THE VAULT SERVICES ARE NOT A BANK ACCOUNT, DEPOSIT ACCOUNT, OR SAVINGS PRODUCT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL OR PRIVATE INSURER. NO ADVICE OR INFORMATION OBTAINED FROM SOLANA MOBILE OR THROUGH THE VAULT SERVICES CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE VAULT TERMS OR THE TERMS OF USE.
9. Limitation of Liability.
IN ADDITION TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS OF USE, WHICH APPLY FULLY TO THE VAULT SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SOLANA MOBILE PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, SAVINGS, BUSINESS OPPORTUNITY, ASSETS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH: (I) ANY LOSS RELATING TO THE UNDERLYING PROTOCOL, INCLUDING ANY LENDING, LIQUIDATION, SMART CONTRACT FAILURE, ORACLE FAILURE, OR PROTOCOL GOVERNANCE ACTION; (II) ANY EXERCISE OR NON-EXERCISE OF CURATOR FUNCTIONS BY SOLANA MOBILE, INCLUDING ANY FAILURE TO DETECT, ACT ON, OR SUCCESSFULLY MITIGATE AN EMERGENCY; OR (III) ANY VARIABLE, DECLINING, OR ZERO YIELD ON ASSETS DEPOSITED IN THE VAULT.