DefiBillboards — Terms of Use

Last updated: October 26, 2025

1) Acceptance of Terms

These Terms of Use (the “Terms”) are a binding agreement between you and Empyrean222, Inc. d/b/a DefiBillboards (“DBB,” “we,” “us,” or “our”). By accessing or using our websites, dashboards, smart-contract interfaces, 3D scenes, or related services (collectively, the “Services”), you agree to these Terms and to our Privacy Policy and Cookie Notice. If you do not agree, do not use the Services.

2) Eligibility; Jurisdiction; Prohibited Uses

• Age. You must be 18 years or older (or the age of majority in your jurisdiction) to use the Services.
• Jurisdiction. The Services are controlled from New York, USA and intended for lawful use. We may restrict access in embargoed or OFAC-sanctioned jurisdictions.
• No unlawful use. Do not use the Services in violation of any law/regulation (e.g., AML, sanctions, export controls) or for prohibited purposes (fraud, market manipulation, infringement, etc.).

3) Non-Custodial Nature; Smart Contract Risk

• Keys & wallets. DBB never has access to your private keys, seed phrases, or wallet credentials.
• On-chain interactions. Transactions are irreversible; you accept risks from gas, congestion, reorgs, contract bugs, front-running/MEV, and L1/L2 issues.
• Third-party protocols. Bridges, DEXs, storage (e.g., Arweave/IPFS), and metaverse/game platforms are third-party systems outside our control.

4) Tokens, Credits & No Investment Advice

• Utility only. Any DBB tokens/“credits” are for product utility (access, feature gating, coupon redemptions). They are not an investment, deposit, or security, and no expectation of profit should be formed.
• No earnings promises. We do not promise, guarantee, or target yield, return, price appreciation, or interest. Jurisdictional restrictions may apply.
• No advice. Nothing here is financial, legal, tax, or investment advice. Do your own research.

5) Accounts; Security; KYC/AML Rights

You are responsible for activity under your account or wallet connection. We may request information for compliance/security and may deny or limit access consistent with our policies.

6) Services & Deliverables; Statements of Work (SOWs)

For custom design/modeling/campaign services, scope, deliverables, file formats, timelines, and fees are defined in a written SOW. The SOW controls if there is a conflict with this Section.

• Deposits & milestones. Upfront/milestone payments may apply (see SOW).
• Formats & delivery. Delivery occurs via agreed formats; extra conversions may incur fees.
• Acceptance & revisions. The SOW defines acceptance criteria and included revisions; additional revisions may require change orders/fees.
• Maintenance. Ongoing updates/support are out of scope unless included in the SOW.

7) Pricing; Fees; Taxes; Volatility

• Quotes. Price quotes are estimates until a signed SOW or order confirmation.
• Accepted on-chain payments (single address). Pay to 0x1abE4d72eE3624E797204dBF584260bD4054b78C on the network/asset listed below:
  • ETH on Ethereum Mainnet (chainId 1) — Open in wallet
  • ETH on Base Mainnet (chainId 8453) — Open in wallet
  • DBB (ERC-20) on Ethereum Mainnet — token contract 0x1c6a09d955033f4762ecf37f9c74ddf99cd1693c — Open DBB (ETH Mainnet) in wallet
  • DBB (ERC-20) on Base Mainnet — token contract 0x08ad71edd154a4150a1352d0e874dd3be3c0d671 — Open DBB (Base) in wallet
  Send only the specified asset on the specified network. Payments on the wrong network/token may be irrecoverable.
• Payment window & rate lock. On-chain invoices include a rate-lock window shown at checkout; payments received after the window may require a make-up transaction or a revised invoice.
• Exact token, exact network, exact amount. You are responsible for sending the exact asset on the exact network to the exact pay-to address shown at checkout. Payments to wrong networks/tokens/addresses may be unrecoverable.
• Confirmations & posting. Deliverables/milestones credit after the transaction reaches the required confirmations for the relevant network.
• Network fees. All gas and network fees are paid by you. Failed or reversed transactions still consume gas.
• Taxes. You are responsible for all applicable taxes. We do not provide tax advice.
• Refunds & reversals. Except as required by law or expressly stated in the applicable SOW, on-chain payments are non-refundable once a milestone is delivered. If a refund is approved, it will be returned in the same asset less network fees; no guarantee of USD-equivalent value due to price volatility.

8) Intellectual Property; Licenses

• Our IP. The Services, code, designs, logos, and content are owned by DBB or licensors. We grant a limited, revocable, non-exclusive, non-transferable license to use the Services for their intended purpose.
• 3D Assets & Art. Unless explicitly stated in an SOW, purchasing a model/scene/artwork does not transfer underlying IP. By default, you receive a non-exclusive, purpose-limited license. Broader rights (exclusive license or assignment) must be expressly agreed in writing and may require additional fees.
• Client Materials. You represent Client Materials don’t infringe and grant us a limited license to use them to perform the Services and to showcase portfolio work (unless the SOW forbids portfolio use).
• DMCA. See Section 19 for notices.

9) User Content; Acceptable Use

You are solely responsible for content you upload. Do not upload illegal/infringing/defamatory content, malware, or content that violates privacy/platform rules. By submitting content, you grant DBB a worldwide, royalty-free license to host, display, and process it solely to operate/improve the Services. This license ends when you remove content, except where retention is required by law or to enforce our rights.

10) Third-Party Services & Links

Links to third-party sites/protocols are provided for convenience. We do not control or endorse them and are not responsible for their content, security, policies, or availability.

11) Disclaimers

The Services are provided “AS IS” and “AS AVAILABLE.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage.

12) Limitation of Liability

To the fullest extent permitted by law, DBB and its affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, data, goodwill, or business interruption, even if advised of the possibility. Our aggregate liability for claims relating to the Services will not exceed the greater of (a) US$500 or (b) the amount you paid us for the Service giving rise to the claim in the 3 months prior to the event.

13) Indemnification

You agree to defend, indemnify, and hold harmless DBB and its affiliates from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Services; (b) your content/materials; (c) your violation of these Terms or law; or (d) infringement/misappropriation arising from your assets, data, or instructions.

14) Changes; Suspension; Termination

We may modify the Services or update these Terms. Material changes will be posted with a new “Last updated” date and, if required by law, additional notice. Continued use after changes means you accept the updated Terms. We may suspend or terminate access for violations, security concerns, legal risk, or operational reasons.

15) Dispute Resolution; Governing Law

• Governing law & venue. New York law (excluding conflicts rules). The state and federal courts in New York County, NY have exclusive jurisdiction for permitted court matters.
• Arbitration; Class Waiver. Except for small-claims or injunctive relief, any dispute shall be resolved by binding arbitration administered by JAMS under its rules. You and DBB waive class actions and jury trials.

16) Export; Sanctions; Anti-Corruption

You represent you are not in a comprehensively sanctioned jurisdiction and not on restricted-party lists. You will comply with export controls, sanctions, and anti-corruption laws.

17) Children

The Services are not directed to children under 13. If you are 13–17, you may use the Services only with a parent/guardian’s consent and if you can lawfully use non-custodial web3 tools.

18) Notices; Electronic Communications

You consent to receive notices/disclosures electronically. We may provide notices by posting to the site/app or by email to the address you provide.

19) Contact; DMCA Agent

Empyrean222, Inc. d/b/a DefiBillboards
P.O. Box 650461, Fresh Meadows, NY 11365 (USA)
Email: defibillboards@gmail.com
DMCA Agent: Same as above (Attention: Legal).

20) Miscellaneous

• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a provision is not a waiver.
• Assignment. You may not assign without our consent; we may assign.
• Entire agreement. These Terms + our Policies + any SOW comprise the entire agreement for the Services.

Exhibit A — Service-Specific Terms (3D Modeling & Creative)

1. Scoping & Estimates. Complexity metrics (e.g., triangle budgets) are estimates; SOW confirms scope/timelines/fees.
2. Payment Schedule. Deposits/milestones per SOW; late invoices may accrue interest/late fees as allowed by law.
3. Deliverables & Formats. Default delivery is a single project-ready format (e.g., GLB/GLTF) unless otherwise stated.
4. Revisions. SOW specifies included rounds; additional rounds billed per SOW/rate card.
5. Acceptance. Review window per SOW; no response within window constitutes acceptance.
6. Refunds. Except as required by law or stated in SOW, fees are non-refundable once a milestone is delivered.
7. Portfolio Use. We may display non-confidential work samples unless SOW prohibits it.
8. Client Dependencies. Timely access, decisions, and materials are required; delays can affect schedule/fees.
9. Third-Party Platforms. We don’t control metaverse/game platforms; policy changes/downtime may require out-of-scope updates.
10. Risk & Backups. You are responsible for backups and access credentials for deployed scenes/wallets.

Exhibit B — Token & Web3 Feature Disclosures

1. Utility Scope. DBB token/credit functions are for product utility. We may modify, gate, or discontinue features to comply with legal or platform constraints.
2. Jurisdictional Gating. Certain features (e.g., rewards, referrals, coupon redemptions) may be disabled for specific jurisdictions.
3. No Promises of Yield. We do not offer staking, interest, dividends, or profit-sharing to consumers.
4. Airdrops/Promotions. Promotional credits are discretionary, revocable, have no cash value, and may expire.
5. Security & Audits. Smart contracts may contain bugs or be upgraded/deprecated. Audits reduce but do not eliminate risk.
6. Bridge/Exchange Risk. Bridging and trading involve third parties and market risk; we do not operate these services.

Exhibit C — Reference Pricing (3D Scenes & Assets)

Non-binding, for scoping only. Final pricing, deliverables, formats, and timelines are confirmed in the SOW. Prices exclude taxes, third-party platform/marketplace fees, and blockchain/network fees.

Tier	Typical Use	Approx. Complexity	Est. Range (USD)	Typical Timeline
S-Tier (Starter)	Simple prop or micro-scene	≤ 3–4k tris	$2,000 – $4,000	2–3 weeks
M-Tier (Standard)	Single branded booth/room	4k–15k tris	$6,000 – $18,000	3–5 weeks
L-Tier (Advanced)	Multi-room or small outdoor	15k–40k tris	$26,000 – $48,000+	~5–7 weeks
XL-Tier (Custom/World)	Large venue/multi-parcel	40k+ tris & systems	Custom (>$50k)	Scoped per SOW

Deliverables & Formats

• Default delivery: one primary runtime format (e.g., GLB/GLTF).
• Extra exports/conversions (FBX/VOX/USDZ): from $200+ per format depending on complexity.
• LOD packs, lightmap UVs, atlas/bake passes, collision meshes: scoped as add-ons if not included.

Interactivity & Add-Ons

• Basic interactions (buttons, triggers, media frames): $500 – $2,000.
• Custom scripts/gameplay (quests, coupon hooks, analytics events): $2,000 – $8,000+.
• Avatar/character variants, wearables, rigging: $1,500 – $6,000+ each.
• Brand pack (logos, signage, color tokens, fonts): $500 – $1,500.
• Optimization passes for target platforms: $800 – $3,000+.

Revisions, Rush, and Change Orders

• Included revisions: as specified in the SOW (commonly 1–2 minor rounds). Additional rounds billed at the hourly/day rate in the SOW.
• Rush delivery (<50% of standard timeline): 1.5× – 2.0× multiplier, subject to capacity.
• Scope changes after milestone acceptance require a written change order with updated fees & schedule.

Payment Structure (typical)

• Deposits:
  • S-Tier: 100% upfront
  • M-Tier: 75% upfront; 25% on delivery
  • L/XL-Tier: 60% upfront; then milestone payments
• Method: card/transfer; crypto may be accepted where permitted. Client pays network fees.
• Refunds: non-refundable once milestones are delivered, except as required by law or stated in the SOW.

For public pages, present as “From $X” and link to: “Final pricing confirmed in SOW.”

Exhibit D — Master Services Agreement (Short Form)

Pairs with SOWs. Where this MSA and a signed SOW conflict, the SOW controls for project-specific terms.

1. Parties. Empyrean222, Inc. d/b/a DefiBillboards (“DBB”) and the client identified in the SOW (“Client”).
2. Effective Date. As of the last signature date on the initial SOW.
3. Services. DBB will provide the services in each SOW; Client provides timely inputs/access/materials.
4. Fees & Payment. Per SOW; late amounts may accrue interest/late fees as permitted by law; Client responsible for taxes and third-party fees.
5. Changes. Scope/schedule/deliverable changes require a written Change Order signed by both parties.
6. Acceptance. Deliverables are accepted upon written acceptance or end of review window without a defect list tied to SOW criteria.
7. IP & Licenses. Unless the SOW expressly assigns IP, DBB retains ownership of Background IP and project IP and grants Client a non-exclusive license limited to the SOW purpose/channels. Any assignment/exclusivity must be explicit in the SOW and may require additional fees. Client grants DBB a limited license to use Client Materials to perform the Services and for portfolio unless the SOW prohibits it.
8. Confidentiality. Mutual; use only for performance; standard exceptions apply.
9. Warranties & Disclaimers. DBB will perform in a professional and workmanlike manner; otherwise “AS IS” to the extent permitted by law.
10. Limitation of Liability. DBB’s aggregate liability under an SOW will not exceed the fees paid by Client to DBB for that SOW in the 3 months preceding the event; no indirect/special/consequential/lost profits/punitive damages.
11. Indemnity. (a) DBB indemnifies for third-party IP claims alleging deliverables as delivered infringe, excluding Client Materials or non-DBB modifications; (b) Client indemnifies for claims arising from Client Materials/instructions/misuse.
12. Term & Termination. Either party may terminate an SOW for a material breach by the other party that remains uncured after written notice: For undisputed payment breaches by Client: if not cured within 10 days of written notice; For all other material breaches: if not cured within 30 days of written notice. Client pays for work through termination and non-cancelable commitments.
13. Compliance. Each party will comply with applicable laws (including export/sanctions). Client warrants rights to Client Materials.
14. Independent Contractor. No partnership/franchise/employment created.
15. Publicity. DBB may list Client name/logo and non-confidential work unless the SOW prohibits it.
16. Governing Law; Disputes. New York law; disputes follow the ToU arbitration clause unless the SOW states otherwise; venue NY County.
17. Miscellaneous. Assignment with consent (not unreasonably withheld) except to successors; notices per SOW; entire agreement = MSA + SOW(s).

Exhibit F — Change Order (CO) Template

Use when scope/schedule/fees change after the SOW is signed.

CO No.: [Fill]	Related SOW No.: [Fill]	Date: [Fill]
Project Title: [Fill]
Summary of Change: [Fill]
Reason for Change: [Fill]
Impact on Scope: [Fill]
Impact on Schedule: [Fill]
Impact on Fees: $[Fill] (fixed) / [hrs] @ $[rate]/hr
New Milestones (if any): [Fill]
Assumptions/Dependencies: [Fill]
Approvals: DBB — Name/Title: [Fill] Signature: [Sign] Date: [Fill]   |   Client — Name/Title: [Fill] Signature: [Sign] Date: [Fill]

please read our privacy statement.