EDGEVANA IS NOT A BROKER, DEALER, EXCHANGE, INVESTMENT ADVISER, CUSTODIAN OR FINANCIAL SERVICE PROVIDER OF ANY KIND.  THE PROTOCOL IS A BLOCKCHAIN-BASED SOFTWARE PROGRAM DEVELOPED BY EDGEVANA THAT OPERATES DETERMINISTICALLY ON THE SOLANA NETWORK.  EDGEVANA SOLELY PROVIDES TECHNICAL SERVICES THAT ENABLE USERS TO ACCESS AND INTERACT WITH THE PROTOCOL TO STAKE SOL DIRECTLY ON THE SOLANA NETWORK.  

PLEASE BE AWARE THAT SECTION 7 (DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE) GOVERNS THE RESOLUTION OF DISPUTES BETWEEN YOU AND EDGEVANA. SECTION 7 INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND EDGEVANA SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 7 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 7 CAREFULLY.

PLEASE NOTE THAT THE USER AGREEMENT MAY BE MODIFIED OR REVISED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 8.6.

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1. edgeSOL.

1.1. Users of the Solana network may elect to commit (or “stake”) units of SOL to one or more validators and thereby participate in network consensus.  Stakers risk the destruction of some or all of such committed SOL as a penalty imposed by the Solana network for malicious actions undertaken by the validator (a “Slashing Penalty”).  Although Slashing Penalties are not automatic on the Solana network, they may result when the Solana network restarts following a malicious attack that caused the network to halt.  The Solana network may, from time to time, reward stakers with additional units of SOL (“Network Rewards”) for performing this service.  More information regarding Solana network Slashing Penalties and Network Rewards is available here.

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1.2. The Protocol allows users to stake units of SOL through a series of on-chain programs that programmatically allocate the users’ SOL to validators (each a “Validator”) that are integrated with the Protocol.  When a user stakes SOL through the Protocol, the user may request that the Protocol generate edgeSOL to document the user’s ownership of the corresponding staked SOL.

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1.3. edgeSOL is a cryptographic receipt token issued by the Protocol to evidence that the token holder is entitled to receive, control, hold, and dispose of a corresponding amount of staked SOL.  As the holder of edgeSOL, you are the legal and beneficial owner of the SOL staked via the Protocol, entitled to any Network Rewards that accrue from such SOL, and subject to Slashing Penalties in connection with the staking of such SOL.  

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1.4. edgeSOL is freely transferable to any Solana network digital wallet.  Each unit of edgeSOL is divisible into fractional units that each evidence ownership of a corresponding fractional amount of staked SOL.  A transfer of ownership of edgeSOL results in a transfer of ownership of the corresponding staked SOL as well as the benefits and burdens of the staked SOL (i.e., Network Rewards and Slashing Penalties).

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1.5. You may redeem edgeSOL for a corresponding amount of SOL through the Protocol at any time, in your sole discretion, subject to Solana network withdrawal restrictions and uptime.  

2. Eligibility Requirement.

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To be eligible to purchase, obtain, access or use edgeSOL, you must satisfy each of the following eligibility requirements:

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2.1. You are at least eighteen (18) years of age, or are the legal age for entering legally binding agreements under applicable law;

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2.2. You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State or any other governmental authority with jurisdiction over the party; identified on the Denied Persons, Entity or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or located, organized or resident in a country or territory that is, or whose government is, the subject of economic sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea or Syria (each, a “Restricted Person”); and

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2.3. You are not purchasing, obtaining, accessing or using edgeSOL on behalf of a Restricted Person.

3. Service Fees; Taxes.

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3.1 As a holder of edgeSOL, you are required to pay fees (“Service Fees”) to the Protocol in consideration for certain administrative services, including, among other things, operation of validators.  The Protocol will automatically deduct a percentage of the Network Rewards that you receive from the Solana network as Service Fees.

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3.2. You are solely responsible for the payment of any and all taxes, levies, imposts, duties, charges, assessments or fees of any nature imposed by any tax authority with respect to your edgeSOL, the corresponding staked SOL and all transactions thereof, including in connection with any Network Rewards and/or Slashing Penalties.

4. Risks; Disclaimers.

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4.1. You acknowledge that edgeSOL incorporates experimental and novel technology and that the use of such technology involves a high degree of risk.  For example, there are numerous reasons edgeSOL and/or the Protocol could fail in an unexpected way, resulting in the total and absolute loss of your edgeSOL or SOL.  The Protocol is a software program that operates deterministically on the Solana network and can be accessed by eligible users permissionlessly to mint and redeem edgeSOL.  The Protocol is not operated by Edgevana.  You hereby agree that you assume all risks in connection with your use of edgeSOL and expressly waive and release Edgevana from any and all liability, claims, causes of actions or damages arising out of or in any way relating to you obtaining or using edgeSOL.

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4.2. You acknowledge and understand that edgeSOL may not be available or appropriate for use in all jurisdictions and you may be subject to legal and regulatory compliance obligations in connection with your use of edgeSOL in certain jurisdictions.  By accessing or using edgeSOL, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.  You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of edgeSOL and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations.

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4.3. You understand and accept the risk of operational challenges related to the Protocol and Solana network. For example, the Protocol or Solana network may experience cyber-attacks, unexpected surges in transaction volume or activity or other operational or technical difficulties or vulnerabilities that may cause interruptions related to your use of the Protocol.  You agree to accept the risk of a failure of the Protocol or Solana network resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks.  You agree not to hold Edgevana liable for any related losses.

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4.4. Except as expressly set forth herein, edgeSOL will be issued by the Protocol on an “as-is” and “as-available” basis and we do not make any warranties with respect to such “as-is” and “as-available” basis or otherwise in connection with this User Agreement (except as expressly provided herein) and we hereby disclaim any and all express, implied or statutory warranties and conditions, including any warranties or conditions of non-infringement, merchantability, fitness for a particular purpose, availability, error-free or uninterrupted operation, and any warranties arising from a course of dealing, course of performance or usage of trade.  To the extent that Edgevana may not, as a matter of applicable law, disclaim any implied warranty or condition, the scope and duration of such warranty or condition shall be applied to the minimum extent permitted under such applicable law.

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4.5. Without limiting the foregoing, we make no representations or warranties with regard to the potential market for or resale price of edgeSOL or the amount of Networks Rewards that may be generated by your staked SOL pursuant to this User Agreement.

5. Limitation of Liability.

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5.1. We shall not be liable to you for any loss of edgeSOL.  Any presumption of conversion under applicable law shall not be applicable to a loss of edgeSOL.

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5.2. In no event shall we be liable to you for any consequential, indirect, incidental or special damages of any type or nature however arising, including, without limitation, exemplary or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to you obtaining edgeSOL or using edgeSOL, whether or not the possibility of such damages has been disclosed to or could have been reasonably foreseen by you, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.  In addition, under no circumstances shall Edgevana’s aggregate liability under this User Agreement exceed the lesser of: (i) the total amount of Service Fees paid by you to the Protocol in connection with your edgeSOL; or (ii) one-thousand U.S. dollars $1000.

6. Indemnification.

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You agree, at your own expense, to indemnify, defend, and hold harmless us and our partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns against any claim, suit, action, or other proceeding from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with edgeSOL or the Protocol, including but not limited to: (i) any breach or violation of the User Agreement by you; (ii) material, information, or content submitted or provided by you; (iii) your use of edgeSOL or the Protocol; or (iv) any deletions, additions, insertions, or alterations to, or any unauthorized use of, edgeSOL or the Protocol by you.  You agree to pay any and all costs, damages, and expenses, including but not limited to reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.

7. Dispute Resolution; Agreement to Arbitrate.

7.1. All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this User Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from the User Agreement, will be determined by binding arbitration in Wilmington, Delaware administered by a single arbitrator from the American Arbitration Association (“AAA”), in accordance with the AAA Arbitration Rules (the “AAA Rules") then in effect (except as modified by this section of this Arbitration Agreement), which are deemed to be incorporated by reference into the User Agreement.  The language to be used in the arbitral proceedings shall be English.

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7.2. The arbitrator will apply the substantive law of the State of Delaware, excluding its conflict or choice of law rules.

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7.3. Nothing in the User Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

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7.4. A party must notify the other party of its intent to commence arbitration prior to commencing arbitration.  The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least thirty (30) days after the date of the notice.  During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

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7.5. Subject to Section 7.4, each party may commence arbitration by providing to the AAA and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

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7.6. Subject to the disclaimers and limitations of liability stated in the User Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of State of Delaware.  In making a determination, the arbitrator will not have the authority to modify any term of the User Agreement.  The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision.  Any award (including interim or final remedies) may be confirmed in or enforced by a court located in the FState of Delaware.   The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

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7.7. The party initiating the arbitration is responsible for paying the applicable filing fee.  Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing and the costs of the arbitration facility.  In any arbitration arising out of or relating to the User Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

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7.8. The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Edgevana may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as applicable law otherwise requires.  The parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as applicable law so requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

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7.9. In the case of a conflict between the provisions of this Section 7 and the AAA Rules, the provisions of this Section 7 shall prevail.

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7.10. To the extent permitted by applicable law, any dispute arising out of or relating to the User Agreement, whether in arbitration or in court, shall be conducted only on an individual basis and not in a class, consolidated or representative action.  Notwithstanding any other provision of the User Agreement or the AAA Rules, disputes regarding the interpretation, applicability or enforceability of this class waiver may be resolved only by a court and not by an arbitrator.  If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

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7.11. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the User Agreement.

8. General Provisions.

8.1. You agree that you will not use edgeSOL to engage in or facilitate any activity that would violate, or assist in the violation of, any law, statute, ordinance, regulation or sanctions programs administered in any relevant country, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control, or which would involve proceeds of any unlawful activity.

8.2. If any provision of this User Agreement is declared to be invalid, illegal or unenforceable by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and the remainder of these provisions of this User Agreement shall remain valid, legal and enforceable to the fullest extent permitted by law.

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8.3. This User Agreement will be construed in accordance with the laws of the State of Delaware, as applied to contracts made and performed entirely therein, and without regard to conflicts of law principles.  

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8.4. This User Agreement does not, and shall not be construed to, create any partnership, joint venture or agency between you and us.

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8.5. You shall not assign any of your rights or obligations under this User Agreement, and any purported assignment or transfer shall be null and void.  This User Agreement constitutes the entire agreement between you and Edgevana with respect to edgeSOL, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Edgevana relating to edgeSOL.

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8.5. This User Agreement may be modified or revised at any time, with or without prior notice to you, unless stated otherwise.  The most current version of this User Agreement will be posted on edgevana.com/edgesol-user-agreement (the “Website”) with the “Last Revised” date at the top of the User Agreement changed.  Any modifications or revisions will be effective immediately upon posting the modifications or revisions to the Website.  You shall be responsible for reviewing and becoming familiar with any modifications or revisions.  You waive any right you may have to receive specific notice of such modifications or revisions.  Accessing or using edgeSOL constitutes your acceptance of the User Agreement as modified or revised.  If you do not agree to the User Agreement in effect, please immediately discontinue access to, and use of, edgeSOL.

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8.6. By accessing or using edgeSOL, you consent to receive electronic communications.

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8.7. Edgevana may provide you with notice and other communications via electronic communications as permitted by Section 8.7.  You may provide us with notice by sending an email address to info@edgevana.com.  All notices will be deemed effective upon dispatch.

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8.8. This User Agreement shall become effective upon the date you first obtain edgeSOL or access the Protocol, whichever is earlier, and shall continue in effect for as long as you hold any edgeSOL.