SOLANA SERVER PROGRAM AGREEMENT
This SOLANA SERVER PROGRAM AGREEMENT (this “Agreement”) is entered into as of ___________ (the“Effective Date”), by and between Solana Foundation (“Foundation”), and _____________, a ______________
with a principal place of business at ______ (“Operator”) (each of Foundation and Operator, a “Party,” andtogether, the “Parties”).
RECITALSA.
The Solana Network (defined below) requires multiple Nodes (defined below) for confirming andvalidating transactions that occur on the network. Each Node facilitates software-driven confirmation andvalidation functions pursuant to the Solana Network’s proof of stake consensus algorithm.
B.
Foundation desires to help provide certain validators within the Solana community with analternative path to accessing premium servers, to further enable Operator Nodes to add to the security of the
Solana network and help facilitate the validation of transactions on the Solana Network to benefit the Solana
community.
C.

Operator desires to support the adoption and security of the Solana Network by operating a

Node.
The Parties agree as follows:
1.

DEFINITIONS

1.1“Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is undercommon control with a Party, but only for as long as such control exists. For the purpose of this definition,“control” means the direct or indirect ownership of more than 50% of the stock, shares, or interests entitled to votefor election of directors or other governing body or otherwise having the ability to direct the management andpolicies of such entity, through contract or otherwise.
1.2“Change in Control” means the (a) consolidation or merger of Operator with or into any entity(other than the consolidation or merger of with an Affiliate), (b) sale, transfer, or other disposition of all or
substantially all of the assets of Operator, or (c) acquisition by any entity, or group of entities acting in concert, ofbeneficial ownership of 50% or more of the outstanding voting securities or other ownership interests of Operator.
1.3“Confidential Information” means any confidential or proprietary information of a Party, whetherof a technical, business, or other nature (including trade secrets, know-how and information relating to the Party’s
technology, customers, business plans, finances, and other business affairs of such Party) that is disclosed to or
obtained by the receiving Party in connection with this Agreement and that is either designated as confidential or
proprietary or the receiving Party knows or has reason to know is confidential, proprietary, or trade secret
information of the disclosing Party. The existence of this Agreement, its terms and conditions and the identity ofFoundation are the Confidential Information of Foundation.
1.4“Eligibility Criteria” means the minimum criteria that Operator must meet to be eligible toparticipate in the Solana Server Program described in this Agreement, as set forth on Schedule A hereto and as
may be updated from time to time by Foundation in its sole and absolute discretion.
1.5“Solana Network” means the Solana blockchain network.

1.6“Force Majeure Event” means an event or circumstance beyond the reasonable control of a
Party, including natural catastrophes, governmental acts, war, terrorism, pandemics, and interruptions or failure of
the Internet.
1.7“Governmental Authority” means any federal, state, municipal, local, territorial or othergovernmental department, regulatory authority, judicial, or administrative body, whether domestic, foreign, orinternational.
1.8“IP Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks,
trade dress, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including
applications and registrations for any of the foregoing.

Solana Server Program Agreement

1.9“Law” means any declaration, decree, directive, legislative enactment, order, ordinance,
regulation, rule, or other binding restriction of or by any Governmental Authority applicable to either or both
Parties in respect of this Agreement.
1.10“Malicious Code” means any files, scripts, agents, code, or programs that are designed,
intended to, or have the effect of disrupting, damaging or interrupting any services or software, the data contained
therein, or the network through which the services or software is used, including any viruses, worms, time bombs,
Trojan horses, and other malicious code.
1.11“Node” means a computer server on the Solana Network used to monitor, audit, confirm, or
validate transactions on the Solana Network.
2.

SOLANA SERVER PROGRAM

2.1
SOLANA SERVER PROGRAM. Provided that Operator continues to meet the Eligibility Criteria,
Foundation will grant Operator access to discounted servers (“End Servers”) provided by third party data centers(“End Server Providers”) selected, from time to time in Foundation’s sole discretion (the “Solana Server
Program”), to be used by Operator solely as provided in Section 2.2 of this Agreement. Foundation may choose
to terminate Operator’s access to End Servers at any time.
2.2
Node Operation. Operator will host a Node (the “Operator Node”) pursuant to the Solana
Network’s proof of stake consensus algorithm and will operate the Operator Node in good faith and with therequisite skill, training and experience necessary. Operator agrees that it will operate the Operator Node and use
any End Server solely in furtherance of adding to the security of the Solana network and to help facilitate thevalidation of transactions on the Solana Network in order to benefit the Solana community.
2.3

End Server.

(a)
Operator acknowledges and agrees that access to an End Server shall be conditioned on
Operator, as soon as practicable and subject to End Server availability, executing an agreement with an End
Server Provider (an “End Server Agreement”) and Operator making all required payments to the End Server
Provider in accordance with such End Server Agreement. The parties acknowledge and agree that (1) in no
event shall this Agreement be construed as the Foundation guaranteeing the availability of any End Server for
any Operator and (2) the Operator’s payment obligations for access to any End Server shall be limited tothose set forth in any End Server Agreement between Operator and an End Server Provider.
(b)
Operator irrevocably and expressly authorizes the Foundation to share with any End
Server Provider the Operator’s intellectual property that the Foundation determines, in its sole discretion, isnecessary or appropriate to facilitate the Operator’s use of any End Server.
3.

OPERATOR OBLIGATIONS AND NODE SECURITY

3.1
Node Operation. Operator is solely responsible for all costs and expenses for its activities under
this Agreement, including for acquiring, installing, maintaining, and securing all hardware, software, hosting, andother equipment for the Operator Node necessary to connect to, and operate on, the Solana Network (“Operator
Systems”). Operator will not install or run any other software, hardware, or systems that could reasonably be
expected to disrupt or interfere with the proper operation of the Solana Network.
3.2

Node Security.

(a)Operator will establish and maintain reasonable and appropriate safeguards to protect
Operator Systems against the unauthorized use, destruction, loss, or alteration of the Operator Node andassociated digital assets. These safeguards will include implementing network and data security measuresconsistent with information technology industry standards (e.g., firewalls, monitoring, and counteraction of
external intrusion to the network, regular back-up of systems and data and troubleshooting). If Operator
discovers or is notified of a breach or potential breach of security relating to the Operator Node or the
Operator Systems, Operator will immediately (i) notify Foundation of such breach or potential breach, (ii)
investigate and cure the breach or potential breach, and (iii) provide Foundation with assurance satisfactory toFoundation that such breach or potential breach will not recur. Foundation will not be liable for any losses
caused directly or indirectly as a result unauthorized use, destruction, loss, or alteration of the Operator Node.
(b)

Operator will maintain, patch, and update the Operator Systems on a regular and timely
Solana Server Program Agreement-2-basis in accordance with best industry practices.
(c)
Operator will not introduce, and will take all required measures to prevent the introductionof, any Malicious Code into the Operator Systems. Operator will perform and maintain commerciallyreasonable Malicious Code protection and correction procedures and processes and will continue to review,
analyze, and implement improvements to and upgrades of such procedures and processes consistent withinformation technology industry standards. If Malicious Code is introduced into the Operator Systems,
Operator at its sole cost and expense, will diligently work to mitigate and eliminate the effects of the Malicious
Code. Foundation will not be liable for any direct or indirect losses as a result of the introduction of Malicious
Code to the Operator Systems.
(d)Operator will not operate Operator Nodes in a manner that could harm the best interestsof the Solana network.
3.3
Regulatory Inquiries. Operator shall inform Foundation promptly of any investigation or inquiry
by a court or regulatory body investigating or conducting proceedings (whether formal or informal) which could
impair the Operator’s ability to operate the Operator Node
3.4
Conflicting Obligations. Operator certifies that it has no outstanding agreement or obligationthat is in conflict with any of the provisions of this Agreement or that would preclude the Operator from complying
with the provisions of this Agreement. Operator agrees it will not enter into any such conflicting agreement during
the term of this Agreement.
4.

VOTING RIGHTS
Operator may have the right to vote on all Solana Network governance matters open to Node Operator.

5.

TERM AND TERMINATION

5.1
Term. The term of this Agreement will begin on the Effective Date and continue for an initial termof thirty (30) days (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew forsuccessive thirty (30) day terms (each a “Renewal Term,” and collectively, the “Term”), unless Foundation
decides to terminate this Agreement.
5.2
Termination. Either Party may terminate this Agreement: (a) upon written notice to the otherParty if the other Party commits a material breach of this Agreement and fails to cure such breach within 30 daysof having received noticed of such breach (b) immediately upon written notice if the other Party ceases doing
business, terminates its existence, dissolves or liquidates, or proceedings are instituted by or against such Party
under any bankruptcy or insolvency law (which proceedings are not dismissed within 60 days) or © by the
Operator with 60 days notice. The Foundation may also terminate this Agreement for any reason
whatsoever at any time without providing notice of any kind, and without any recourse for Operator.
5.3
Change in Control. Operator must promptly notify Foundation in writing before the closing of a
Change in Control transaction involving Operator.
5.4
Effect of Termination. The following Sections will survive any termination of this Agreement:
Sections 1, 5.4, 7-11.
6.

[Reserved]

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7.

CONFIDENTIALITY

7.1
Protection. Each Party that receives Confidential Information (“Receiving Party”) of the otherParty (“Disclosing Party”) will: (a) use the Disclosing Party’s Confidential Information only to exercise its rights or
perform its obligations under this Agreement; (b) protect the Disclosing Party’s Confidential Information using thesame degree of care as it takes to protect its own Confidential Information of similar nature, but in no event using
less than a reasonable standard of care; and (c) not disclose the Disclosing Party’s Confidential Information to
any third party, except (i) to its affiliates, employees, or contractors who need to know such information inconnection with the performance of this Agreement and who have agreed in writing (or are otherwise legallybound) to keep it confidential with terms no less restrictive than those contained in this Agreement, and (ii) whenlegally compelled by a court or other government authority; provided, that, unless prohibited by Law, theReceiving Party will promptly provide the Disclosing Party with notice of all available details of the legal
requirement and reasonably cooperate with the Disclosing Party’s efforts sufficiently in advance to challenge thedisclosure, seek an appropriate protective order, or pursue such other legal action, as the Disclosing Party may
deem appropriate.
7.2
Exclusions. The duties described in Section 7.1 will not apply to any information that: (a) is or
becomes part of the public domain without a breach of any duty owed to the Disclosing Party; (b) is rightfully
known by the Receiving Party prior to disclosure by the Disclosing Party; or (c) is rightfully obtained by the
Receiving Party from a third party without restrictions on disclosure.
7.3
Ownership. Each Party retains exclusive ownership of its Confidential Information. Except as
expressly provided in this Agreement, neither Party has any other rights or interests in or to the other Party’s
Confidential Information.
8.

REPRESENTATIONS; DISCLAIMERS

8.1
Mutual Representations and Warranties. Each Party represents and warrants to the otherParty: (a) such Party has the full and unencumbered right, power, and authority to enter into this Agreement andto otherwise carry out its obligations under this Agreement; (b) this Agreement constitutes the legal, valid, andbinding obligation of such Party, enforceable against it in accordance with its terms; and (c) the execution,delivery, or performance of this Agreement does not violate, conflict with, or constitute a default under any
agreement or instrument (including corporate charter or other organizational documents) to which it is a party orby which it is otherwise bound.
8.2
Operator Representations and Warranties. Operator additionally represents and warrants toFoundation that: (a) Operator, its performance under this Agreement, and its Node Operator activities will comply
with all applicable laws, regulations, and other court orders that are in effect, including without limitation the
Financial Crimes Enforcement Network regulations, Office of Foreign Assets Control requirements, federal
securities laws, federal commodity laws, and state money transmitter and virtual currency laws throughout theTerm of this Agreement and thereafter; (b) Operator maintains all licenses and registrations necessary to engage
in Node Operator activities; (c) Operator’s performance of its obligations and the Node Operator activities will not
infringe on, misappropriate, or violate the rights of any third party, including without limitation any IP Rights orcontractual rights; (d) Operator shall not act as an agent on behalf of, or hold itself out as an agent, of,Foundation; (e) Operator has not been convicted of a felony been the subject of an investigation by any regulatory
authority or been a defendant in any proceeding where fraud or a violation of laws is alleged; (f) Operator will
inform Foundation promptly if any of the foregoing cease to be true and (g) Operator shall use the End Servers
exclusively to validate transactions on the Solana blockchain.
8.3
Warranty Disclaimer. To the maximum extent permitted by applicable Law, Foundation
expressly disclaims all representations or warranties (statutory, express or implied, oral or written) with respect tothis Agreement, including all warranties of merchantability, fitness for a particular purpose, warranties of
non-infringement, or any warranty regarding the amount of rewards or any other economic benefit Operator may
obtain during the Term. In addition, Foundation does not warrant that the Solana Network will operate
uninterrupted, be malicious code or error-free, or that all defects will be corrected, and Foundation makes nowarranty concerning the accuracy, reliability, or completeness of any information or data obtained or derived
through the use of the Solana Network. Operator understands that the Solana Network operates on a distributed
network and Foundation disclaims any responsibilities with respect to access of data from or the functioning of
Solana Server Program Agreement-4-Nodes on the Solana Network. Operator acknowledges that Foundation does not control the transfer of data
between Nodes and over communications facilities, including the Internet, and that the Solana Network may besubject to limitations, delays, and other problems inherent in the use of such communications facilities.
8.4
the following:

Additional Disclaimers. Foundation will not have any responsibilities or liability with respect to(a)
The Solana Network could be impacted by one or more regulatory inquiries or actions,which could prevent or limit the ability of Foundation to continue its activities.
(b)Foundation is not responsible or liable for the actions or omissions of any Node, whether
such actions or omissions interoperate, communicate, or otherwise involve or implicate the Operator Node orOperator’s participation on the Solana Network. Foundation hereby disclaims all warranties, obligations, andliabilities relating to Operator’s interaction with other Nodes on the Solana Network, including any data ortransactions conducted with other Operators.
9.

INDEMNIFICATION

9.1
Operator will indemnify, defend, and hold harmless Foundation and its agents harmless against
any taxes, claims, damages, liabilities, losses, costs, fines, penalties or expenses (including reasonable attorneys’fees) arising from (whether directly or indirectly) (a) any third-party claim alleging that the Operator Systems
violate any third-party right, including (i) any IP Rights and (ii) any claim by any End Server Provider; (b) arisingfrom Operator’s breach of any of the representations, warranties, or covenants contained in this Agreement or the
End Server Agreement (c) any negligent, reckless or intentionally wrongful act of the Operator; (d) any failure ofOperator to perform its obligations under this Agreement or the End Server Agreement in accordance with allapplicable laws, rules and regulations. Operator acknowledges that money damages and other remedies at law
may be inadequate to protect against breach of this Agreement by Operator and the Operator agrees to the
granting of injunctive or other equitable relief in Foundation’s favor without proof of actual damages.
9.2
Conditions. The indemnification obligations in this Section 9 are contingent on the Party seeking
indemnification: (a) giving the indemnifying Party prompt written notice of any such claim, provided that any failure
or delay to provide such notice will not relieve the indemnifying Party of its obligations under this Section 9 except
to the extent such failure or delay materially prejudices the indemnifying Party; (b) permitting the indemnifying
Party to solely defend or settle any such claim at its sole expense through counsel of its own choice; and (c)providing, at the indemnifying Party’s expense, reasonable cooperation in the defense of such claim and all
related settlement negotiations. The indemnified Party will have the right to participate in the defense and all
related settlement negotiations with its own counsel, at its own expense. Neither party will settle any claim
resulting from its obligations under this Section 9 without the prior written consent of the other Party.
10.

LIMITATION OF LIABILITY

Foundation’s entire liability arising from or relating to this Agreement, whether in contract, tort(including negligence), or other cause of action will not exceed $1,000. Operator acknowledges andagrees that Foundation would not enter into this Agreement for the consideration specified herein without
the limitations and disclaimers in this Agreement. The limitations, exclusions, and disclaimers in thisAgreement will apply to the maximum extent permitted by applicable law, even if any remedy fails of its
essential purpose.
11.

GENERAL PROVISIONS

11.1
Entire Agreement. This Agreement constitutes the entire understanding of and between theParties with respect to its subject matter, and supersedes all prior or contemporaneous representations,
proposals, understandings, and agreements. This Agreement may only be amended or modified in a writing
signed by the Parties.
11.2
Assignment. Operator may not assign or transfer this Agreement or any of its rights or
obligations hereunder without Foundation’s prior written consent. Foundation may assign or transfer thisAgreement without Operator’s consent. Subject to the foregoing, this Agreement is binding upon and inures to thebenefit of the Parties and their respective successors and permitted assigns.
Solana Server Program Agreement
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11.3
Severability. If any provision of this Agreement is determined to be invalid, unlawful, void, or
unenforceable to any extent, such provision or any portion thereof will be interpreted to best reflect the Parties’
intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable tothe fullest extent permitted by Law.
11.4
Waiver. No waiver of or amendment to any provision of this Agreement, or any rights or
obligations of either party under this Agreement, will be effective except pursuant to a written instrument signed by
the Parties.
11.5
Relationship/Authority. Nothing contained in this Agreement will be construed to create a joint
venture or partnership between the Parties. Neither Party is authorized as an agent or legal representative of theother Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility,
express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner.
11.6
Force Majeure. Each Party is excused from performance of this Agreement and will not be liable
for any delay in whole or in part caused by a Force Majeure Event for so long as the Force Majeure Event exists.
A Party subject to a Force Majeure Event will promptly notify the other Party in writing, will use commerciallyreasonable efforts to mitigate the effects of the Force Majeure Event, and promptly resume performance after theForce Majeure Event ceases. If a Force Majeure Event affecting Operator continues for more than 30 consecutive
days, Foundation may terminate this Agreement upon written notice to Operator.
11.7
No Third-Party Beneficiary. Nothing contained in this Agreement will be deemed to create, orbe construed as creating, any third-party beneficiary right of action upon any third party, in any mannerwhatsoever.
11.8
Governing Law and Venue. This Agreement will be governed by and construed and enforced inaccordance with the laws of Switzerland, without regard to conflict of law rules or principles that would cause theapplication of the laws of any other jurisdiction.
11.9
Interpretation. The headings of this Agreement are for reference only and will not be used tointerpret the meaning of this Agreement. Any reference to “includes” or “including” will be understood to be
exemplary and not limiting and followed by “but not limited to.”11.10 Notices. To be valid, all notices permitted or required under this Agreement must be sent inwriting, via certified mail (or email followed by certified mail), by a Party to the other Party at the address set forthin this Agreement. Notices will be deemed given on receipt by the applicable Party.
11.11 Counterparts. This Agreement may be executed in any number of identical counterparts, each ofwhich will be deemed an original and all of which will be construed as and constitute the same agreement.
[signature page follows]

Solana Server Program Agreement-6-Each of Foundation and Operator has caused this Node Operator Agreement to be signed and deliveredby its duly authorized representative.
SOLANA FOUNDATION_____________________(Operator Name)

Signature: ______________________________

Signature: ______________________________

Name:

Name:

Title:

Title:

Date:__________________________________

Date: __________________________________

Solana Server Program Agreement-7-

SCHEDULE A
ELIGIBILITY CRITERIA

Pre-requisites:● Operators must have passed KYC onboarding as provided by the Foundation in a satisfactorymanner, as determined by the Foundation in its sole and absolute discretion.
Ongoing requirements:● Operator must operate the Operator Nodes such that the Operator Node is online and actively
serving RPC requests from clients or consensus vote for a reasonable duration in accordancewith industry standards. Operator Nodes will be periodically polled to ensure active participationin the Solana network.

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