Edgevana – Solana Hardware as a Service Terms and Conditions

Introduction

Who we are and how to contact us

We are Edgevana, Inc a company incorporated in the State of Delaware, United States of America with company number 7307838.

You can contact us in any of the following ways:

• +1 760-284-1121
• info@edgevana.com (for general enquiries)
• legal@edgevana.com (for any notices)
• 304 S. Jones Blvd, Suite 532, Las Vegas, NV 89107

About you

You warrant and represent that the information that you have completed about you in our verification process is true complete and accurate, and that you have supplied all requested information in respect of our verification process. You acknowledge that our verification process can take up to two days and is necessary in order for us to verify your identity and satisfy our requirements for anti-money laundering and sanctions regulations.

You warrant and represent that you are purchasing our services as a business user, and not as a consumer.

Term of the agreement

This agreement shall commence on the date that we accept your order by notifying you of the same by email to the email address supplied by you. This agreement will continue until terminated. See Termination below for further details about how you or we can terminate this agreement.

Updates to these terms

These terms were published on February 12th, 2023

We may at our absolute discretion make, and notify you of, updated versions of these terms and any policies from time to time by notifying you of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means (Update Notification).

The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of our agreement from the date 30 days’ after issuing the Update Notification (or at such later date as we may specify).

The Services

Subject to your payment of the Fees, we will supply you during the term of this agreement with:

• the equipment as specified in your Order;
• powered rack space in one of our data centres;
• connectivity to the internet;
• support; and

the Edgevana Platform.in each case as further set out below (together, the Services). You acknowledge and agree that the Services are subject to the limitations, delays and other technical issues which are inherent in the use of third party networks or communications facilities including the internet. We do not warrant that your use of the Services will be uninterrupted or error-free or that it will meet your specific requirements. We do not warrant that the Services are or will be interoperable with or capable of working in conjunction with any other software or hardware, for which you take full responsibility.

Equipment

We will hire the Equipment to you for the duration of the term of this agreement subject to these terms and conditions. We or our third party suppliers (as the case may be) will be the owner of the Equipment at all times.

The Equipment will meet the minimum specifications set out in your Order, and shall be in good condition and working order. We reserve the right to update or upgrade the Equipment from time to time at our discretion. We will endeavour to give you reasonable notice of any such modification or upgrade where this is reasonably practicable.

Data Centre

The location of the Data Centre will be as specified in the Order. The Equipment will be installed and operated in the Data Centre by us. You will have no physical right of access to the Equipment or the Data Centre.

Software

We will install the Operating System detailed in the product specification onto the Equipment in our standard configuration free of additional charge (although we reserve the right to introduce charges for any software provided by giving you 30 days written notice). We are not obliged to install onto the Equipment any additional software for you, or modify the configuration of the Operating System from its default. You acknowledge that should we agree to do so, there may be additional fees payable.

You may only use the Services and the Equipment for the purpose of being a validator and/or an RPC server on the Solana network. You will need to download and configure the necessary software from Solana, which can be found here(the Software). The Software is provided by The Solana Foundation (Solana) and is subject to their licence terms, a copy of which can be found here. You agree to comply with any third party licence terms and any breach of such third party licence terms shall be deemed to also be a breach of this agreement. We will have no liability for the operation of the Software.

Connectivity

We provide connectivity to the Equipment with a Committed Data Rate (CDR) as specified in your Order. If your use of the Equipment at any point in the month results in a more demand on connectivity than the CDR specified in your Order, then you will be charged an overage fee at the rates in effect at the time and we may, at our sole discretion, suspend and/or terminate this agreement, in which case you will not be entitled to any refund.

For example, if your Order states a 300 Mbps CDR and your use of connectivity to the Equipment reaches 600Mbps at any point during a calendar month, and the overage rate is set at $0.42 per Mbps, the additional charge will be $126.

Support and Managed Services

Technical support is limited to delivery of a server to you that is reachable from the internet with a functioning base install of supported operating system image. Additional support will be chargeable at our applicable rates.

We will not provide technical support or management services in respect of:

• Software not installed as standard by us;
• Software configured or modified by you other than through our web-based control panel;
• Correction of faults arising from your failing to follow our instructions or recommendations as provided by us directly or through our documentation and manuals; or
• The rectification of lost or corrupted data.

We recommend that you make appropriate backups of any data or software on the Equipment.

Monitoring and Management Agent

We may monitor, collect, store and use information on the use and performance of the Services to detect threats or errors to the Services and/or our or our third party supplier’s operations and for the purposes of the further development and improvement of the performance of servers and the Services, and we may install monitoring and management agents on the servers for that purpose.

Your obligations

You will keep secure any identification, password or other confidential information relating to your account or our Services and must notify us immediately of any known or suspected unauthorised use of our Services or breach of security (which shall include any loss, theft or unauthorised disclosure of your password or other security information).

In using the Services, you will comply with any and all applicable laws, and any policy issued by us from time to time and published on our website.

You agree that you will not use the Services for any purpose other than as a validator on the Solana Network.

You are solely responsible for the content of any postings, data or transmissions using our Services. You warrant and represent to us that the use of the Services, and in particular the Software to process transactions and participate in consensus on the Solana network, is lawful in any territory that has jurisdiction over you, and you further warrant and represent that neither you nor any other person shall use our Services for illegal, unlicensed, unlawful, disruptive or objectionable purposes and that you will at all time comply with our Acceptable Use Policy which can be accessed here https://edgevana.com/privacy-policy

If we have reasonable grounds to believe that you or any third party are, or have been, using our Services in breach of the Acceptable Use Policy and/or for any illegal, unlicensed, disruptive or objectionable purposes then we may immediately, and without prior notice to you:

• Suspend the Services;
• Terminate this agreement
• Amend, remove from the Equipment or prevent access to the offending or infringing material or content; and
• Access the Equipment or grant access to the Equipment to third party licensors.

Fees and Payment

All Fees payable by you for the Services shall be in accordance with our scale of charges and rates published from time to time on our website (errors and omissions excepted) and which will be due and payable in advance of the provision of the Services.

We reserve the right to change pricing at any time, although pricing is guaranteed for any period of pre-payment.

Payment is due monthly in advance until this agreement is terminated in accordance with its terms. Where you have selected to pay by credit or debit card, you authorise us to debit your account renewal fees from the payment card details you supplied.

All payments must be made in US dollars (USD$). Where we agree to accept payment in another currency or in cryptocurrency, it’s value will be determined by our third party payment processor at the time of payment. If you do pay in cryptocurrency, it is your responsibility to ensure that payment is correctly made into our wallet. If you make a payment into any other wallet you will remain liable to pay us the full amount.

Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date we will be entitled (but not obliged) to suspend the provision of the Services to you.

We may charge interest on any amounts payable but not paid at the annual compound rate of 10% from the due date to the date of actual payment (whether before or after judgment), such interest to be accrue daily and be compounded quarterly.

Termination by you

You may terminate this agreement at any time, although no refunds will be given for pre-paid services.

Consequences of termination

On termination of this agreement, we will be entitled to immediately stop access to the Equipment and the Services and to remove all data located on the Equipment.

In addition, you will be required to release to us any internet protocol numbers, addresses and address blocks used in connection with the Services.

Indemnity

You agree to defend, indemnify and hold us harmless against any liabilities, losses (whether direct or indirect), claims and expenses (including reasonable professional costs and expenses) suffered or incurred by us arising from or in connection with your use of the Services or any breach by you of the terms of this agreement.

Limitation of Liability

Nothing in this agreement limits or excludes our liability for:

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability which cannot be limited or excluded by applicable law.

Subject to the above, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with this agreement for:

• Loss of profits;
• Loss of revenue;
• Any negligence on our part (other than in the case of gross negligence or wilful default);
• Service interruptions;
• Server network failures;
• Bandwidth theft, denial of service attacks, or any other malicious act caused by third parties;
• Any acts or omissions of our third party suppliers;
• Loss of use or corruption of software, data or information; or
• Any indirect or consequential loss.

Subject to the above, our total liability to you arising out of, or in connection with, this agreement or the Services, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, will be limited to an amount equal to the fees paid by you in the previous 3 months in respect of the Services which are the subject of any such claim.

Except as expressly stated in these terms and conditions, we do not give any representations, warranties or undertakings in relation to the Services including with respect to security, fitness for a particular purpose, non-infringement or that any information provided is accurate, reliable or complete. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.

TdS Referral Program

Solana is the promoter of the TdS Referral Program (“Program”), and we merely assists its eligible customers to participate in the Program by passing on relevant credentials to Solana.

The Program is only open to customers whilst they are deploying Solana validators over infrastructure provided by us. For eligibility criteria, FAQ and information about TdS please visit Solana’s page at solana.org/tds22/faq.

To participate in the Program eligible customers, and those they refer, must strictly follow the procedure set out at https://solana.org/tds22.

You authorise us to pass such relevant credentials and other information provided by you to Solana for any purpose connected to the Program.

All responsibility for the Program and the provision of rewards under the Program rests with Solana and we shall have no responsibility or liability for the provision of rewards or any other liability in connection with the Program, its operation, its non-operation, any reliance placed upon its ongoing operation, or its termination.

You should note that any SOL distributed by Solana as a reward under the Program will come as a stake account with a 12-month lock. Further details are provided at the web addresses referred to above. You should also note that the Program and any rewards under it may be modified, updated or terminated at any time, immediately upon notice from Solana and in its sole discretion.

Data Privacy

Details of how we process your personal data are included in our Privacy Policy which can be accessed here https://www.edgevana.com/privacy-policy

Force Majeure

We will have no liability to you for any failure or delay in performance of our obligations under this agreement arising out of, or caused, directly or indirectly, by circumstances beyond our reasonable control.

Notices

Any notice to be given by either party to the other may be sent by email, or next day or recorded delivery service to the address of the other party as appearing in this agreement or order forms or such other address as may have been communicated to the other party for such purpose from time to time.

If sent by email the notice shall, unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by next day or recorded delivery shall be deemed to be served three days following the date of posting.

General

Headings and interpretation

Headings are included in this agreement for convenience only and shall not affect the construction or interpretation of this agreement.

An obligation not to do an action will also include an obligation not to permit such an action.

A reference to writing or written will include email.

Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and shall not be exhaustive and limit the sense of the words preceding those terms.

Intellectual property

We and our third party suppliers shall retain ownership of all intellectual property rights in the Services and in any materials created by us (or anyone acting on our behalf) in the course of providing the Services, whether those materials are provided to you or not.

Subject to the following paragraph, you will retain ownership of all intellectual property rights in your data on the servers, and grant us a limited licence in such data for the purposes of monitoring and managing the Services.

In addition, you grant us an exclusive right to collect data concerning your use of the server (including network traffic, server log files or other attributes which have been calculated or derived from your use of the server) and use and/or share it in anonymized form in such manner as we may at our sole discretion determine.

Non-waiver

Any forbearance or failure by us to enforce a term of this agreement or any other right or remedy available to us will not affect our right to require such performance at any subsequent time or a waiver of any term of this agreement.

Assignment

We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this agreement.

You acknowledge that due to worldwide anti-money laundering regulations this agreement is personal to you, and you may not assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this agreement without our prior written consent, which we may make conditional, including upon the passing of our verification processes from time to time.

Severance

Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

Entire Agreement

These terms and conditions together with the Order details contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals in relation to such matters.

In agreeing to these terms and conditions you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this agreement.

Governing Law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York.

Jurisdiction

Each party irrevocably agrees that the courts of Manhattan in the State of New York shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).