Terms of Service

pbx.earth and terminal.pbx.earth are front-end user interfaces that provide a visual representation of on-chain data and a mechanism through which users may interact directly with Third-Party DEXs and the Protocol. The Interface is not, and the Company does not operate as, a broker, dealer, exchange, alternative trading system, financial adviser, investment adviser, commodity trading adviser, swap dealer, money services business, or financial intermediary of any kind. The Company does not execute trades on behalf of users, hold custody of any digital assets, act as counterparty to any transaction, or provide liquidity to any pool.

The Company never takes custody of, exercises control over, or has access to your digital assets at any time. When you connect a Wallet to the Interface, you retain sole and exclusive control over your private keys and digital assets. The Company cannot initiate, cancel, modify, or reverse any transaction on the Solana blockchain.

The Interface may route certain user-initiated interactions to Third-Party DEXs, including Orca and Jupiter. These platforms are independent third parties operating under their own terms of service and are not owned, controlled, or operated by the Company. By accessing any Third-Party DEX through the Interface, you agree to be bound by that platform’s applicable terms of service and policies.

The Protocol, including the Rebalancing Engine and all associated Smart Contracts, operates independently of the Interface on the Solana blockchain. The Company does not own or control all underlying software through which the Solana network operates, and the Company has no ability to cancel, reverse, pause, or otherwise modify on-chain transactions once submitted.

The Rebalancing Engine is an automated, protocol-controlled system deployed on the Solana blockchain. It processes Air Quality Data inputs and executes swaps according to its programmed logic without human intervention on a transaction-by-transaction basis. The activity of the Rebalancing Engine does not constitute investment advice, financial advice, commodity trading advice, market manipulation, or trading on behalf of any user.

City Token prices are influenced by Air Quality Data sourced from PurpleAir’s sensor network (70,000+ sensors, used by the U.S. Environmental Protection Agency). Air Quality Data is posted on-chain by decentralized harvester functions at periodic intervals; the update cadence is subject to change as the Protocol evolves. The Company does not own, control, or operate the PurpleAir sensor network. Sensor outages, data feed failures, API errors, sensor tampering or manipulation, cross-network anomalies, changes to update cadence, or any other interruption in Air Quality Data availability may materially affect City Token prices. The Company makes no representation that any data feed will be uninterrupted, accurate, timely, or free from error.

The Rebalancing Engine targets relative price alignment across cities based on Air Quality Data. It does not establish, guarantee, or maintain any specific price level, price floor, or investment return. City Token prices are inherently volatile and may decline substantially, including to zero.

The Protocol relies on decentralized harvester functions callable by any external wallet: the Air Quality Harvester (which posts Air Quality Data on-chain), the Agent Harvester (which triggers Rebalancing Engine activity), and the Fee Harvester (which distributes protocol fees to designated streams). The Company will call harvesters to support system continuity but makes no guarantee of continuous harvester availability, performance, or execution timing.

A city is only activated in the Protocol if it contains fifty (50) or more active PurpleAir sensors at the time of activation. This threshold is designed to reduce the risk that any single malfunctioning or tampered sensor can materially distort a city’s aggregate Air Quality Data reading. The Company reserves the right to modify this threshold as the Protocol evolves.

The Interface is not available to, and may not be used by, any person located in, incorporated in, or a citizen or resident of the United States of America, including its territories and possessions. By accessing the Interface, you represent and warrant that you are not a U.S. person as defined under applicable U.S. federal law and that you are not accessing the Interface from within the United States.

The Interface is not available to any person located in, incorporated in, or subject to the jurisdiction of: (a) any country or territory subject to comprehensive U.S. Office of Foreign Assets Control (OFAC) sanctions programs, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; or (b) any other jurisdiction in which use of the Interface would be unlawful under applicable local law.

The use of virtual private networks (VPNs), proxy servers, the Tor network, or any other technical means to circumvent the geographic restrictions set forth in this Section 5 is strictly prohibited and constitutes a material breach of these Terms. Any transaction executed in violation of this Section is voidable at the Company’s election, and you hereby waive any and all claims arising from or related to any such transaction.

You are solely responsible for ensuring that your access to and use of the Interface complies with all applicable laws and regulations in your jurisdiction. The Company makes no representation that the Interface is lawful, appropriate, or available for use in any particular jurisdiction.

The Company takes the position that City Tokens are digital tools or digital commodities within the meaning of the joint SEC-CFTC Interpretive Release dated March 17, 2026 (Release No. 33-11412) (the “Interpretive Release”). City Token prices are determined by real-world Air Quality Data and supply-and-demand dynamics within AMM liquidity pools, and are not derived from representations of essential managerial effort from which purchasers would reasonably expect to derive profits under the standard established in SEC v. W.J. Howey Co., 328 U.S. 293 (1946). Nothing in these Terms, the Interface, or any communication by or on behalf of the Company constitutes an offer or solicitation to purchase a security or regulated financial instrument.

Notwithstanding the foregoing, the regulatory classification of automated protocol-layer mechanisms, including the Rebalancing Engine, under the Commodity Exchange Act (CEA) and CFTC jurisdiction remains an evolving and unsettled area of law. The CFTC has publicly stated its intention to develop guidance concerning the application of its intermediary registration requirements to decentralized finance applications. No assurance can be given that future regulatory interpretations, guidance, rulemakings, or enforcement actions will not materially affect the Protocol, the Interface, or the Company. By using the Interface, you expressly accept all regulatory risk arising from this uncertainty.

The regulatory characterization of any crypto asset under applicable law depends in part on the specific facts and circumstances of how it is offered, marketed, and sold. The Company does not make, and expressly disclaims, any promotional representations concerning expected investment returns, guaranteed yields, or investment performance. Any materials purporting to make such representations are not authorized communications of the Company and may not be relied upon.

This Section 6 addresses federal law only. The Interpretive Release and other federal guidance do not preempt applicable state securities laws, state money transmission licensing requirements, or other state-level regulatory obligations. You are solely responsible for compliance with all applicable state and local laws in your jurisdiction.

The Interface may display algorithmic Signals, including probability estimates, trend indicators, historical pattern analyses, seasonal and time-of-day air quality observations, next cycle projections, and expected move estimates. All Signals are generated programmatically from historical air quality data and statistical modeling. Signals are provided solely for informational and transparency purposes and do not reflect real-time predictive certainty regarding any future event, condition, or price.

No Signal displayed on the Interface constitutes investment advice, a trading recommendation, a price prediction, or a solicitation to buy, sell, or hold any City Token or other digital asset. The Company does not recommend that any user act or refrain from acting on the basis of any Signal. Each user is solely and exclusively responsible for all trading decisions, including decisions made after viewing any Signal on the Interface.

Where the Interface displays probability estimates — including any stated percentage likelihood that air quality conditions will improve or deteriorate within a given timeframe — such estimates reflect historical statistical frequencies derived from past air quality data only. They do not and cannot constitute predictions of future air quality conditions, future City Token prices, or future Rebalancing Engine activity. Actual outcomes may differ materially from any statistical estimate displayed. A stated probability of any magnitude, including a high probability, does not represent a guarantee, prediction, or assurance that the described outcome will occur.

Where the Interface displays an “Expected Move If Filled,” a directional price estimate, or any similar forward-looking indicator of potential price impact, such estimates are derived solely from recent historical rebalancing patterns and are provided to illustrate potential order impact based on past behavior only. Such estimates are not guarantees, predictions, promises, or representations of any future price, return, or outcome. Rebalancing Engine activity depends on Air Quality Data conditions at the time of actual execution and may not occur as displayed or at all. A positive expected move estimate does not represent a promise, likelihood, or assurance of any investment gain.

Information displayed on the Interface regarding the Rebalancing Engine’s anticipated next cycle activity — including any indication that the Engine may buy or sell a City Token in an upcoming cycle — reflects the Engine’s current programmed logic applied to current data at the moment of display only. Such information is provided for transparency purposes only. It does not constitute a recommendation to trade in advance of or alongside the Rebalancing Engine, a guarantee that any Rebalancing Engine activity will occur as indicated, or a representation regarding future City Token prices. Market conditions, Air Quality Data, and Protocol parameters may change materially between the time information is displayed and the time of any actual execution.

Where the Interface displays a badge, label, or other indicator suggesting that a City Token is the subject of a rebalance buy or rebalance sell in the current or a future cycle, such indicators reflect the Rebalancing Engine’s current programmed assessment based on current inputs only. Such indicators are not trading recommendations. The Rebalancing Engine’s activity does not guarantee price appreciation or prevent price decline in any City Token.

All Signals, probability estimates, trend data, seasonal analyses, and historical pattern analyses displayed on the Interface are derived from past air quality and price data. Historical performance and statistical patterns are not predictive of future results. Air quality conditions are driven by weather systems, human activity, industrial events, environmental conditions, and other variables that are inherently subject to uncertainty and cannot be predicted with accuracy.

You expressly acknowledge and agree that you will not rely on any Signal, probability estimate, trend indicator, expected move projection, next cycle indicator, or any other informational content displayed on the Interface as the primary or sole basis for any trading decision. The Company expressly disclaims all liability for any loss, damage, or expense of any kind arising from or related to your reliance on any such information.

The Interface may contain links to or integrations with third-party websites, platforms, analytics tools, and data providers. Such links and integrations are provided for convenience only and do not constitute an endorsement, sponsorship, or recommendation of any third-party service by the Company. The Company does not operate, control, or assume any responsibility for any third-party service, and your use of any third-party service is governed solely by that party’s applicable terms and policies.

The Interface interacts with Smart Contracts deployed by third parties, including the automated market maker liquidity pools operated by Orca and Jupiter on the Solana blockchain. The Company has no ownership, control, or oversight over such third-party Smart Contracts and expressly disclaims all liability for their operation, code quality, bugs, vulnerabilities, economic exploits, or failures.

Air Quality Data is provided by PurpleAir, LLC, an independent third-party sensor network operator whose data is used by the U.S. Environmental Protection Agency and integrated into the EPA’s AirNow Fire and Smoke Map. The Company has no control over PurpleAir’s operations, data accuracy, sensor integrity, network uptime, or API availability. The Company disclaims all liability for any inaccuracy, interruption, or manipulation of PurpleAir data.

pbx.earth is hosted on Vercel Inc. and terminal.pbx.earth is hosted on Render Services, Inc. These hosting providers operate independently under their own terms of service and privacy policies. The Company is not liable for any loss, damage, or interruption of access arising from the performance, service interruptions, outages, or actions of Vercel or Render.

All transactions executed through the Interface are recorded on the Solana public blockchain. Transaction data, including public wallet addresses, token amounts, and timestamps, is publicly visible and permanently immutable once confirmed. The Company has no ability to delete, modify, restrict access to, or otherwise alter on-chain data.

Transaction fees on the Solana network are determined by network conditions and validator economics entirely outside the Company’s control. All network fees are non-refundable and do not constitute grounds for reversing, voiding, or challenging any transaction.

City Token prices are highly volatile and are subject to rapid, material fluctuations driven by real-world PM2.5 air quality conditions, capital flows, Rebalancing Engine activity, and general cryptocurrency market conditions. PM2.5 concentrations routinely fluctuate by 300% or more within a single day. City Token prices may decline substantially, rapidly, and without prior warning, up to and including a total loss of value. Past performance, including beta testing results and historical Signal data, is not indicative of future results.

The Interface and Protocol are experimental software systems operating on the Solana blockchain. They may contain defects, bugs, vulnerabilities, or coding errors that have not yet been identified. The Protocol may be subject to cyberattacks, economic exploits, oracle manipulation attacks, or other unanticipated failure modes that could result in the partial or total, permanent and irreversible, loss of digital assets with no available legal or technical recourse.

Air Quality Data is sourced from PurpleAir’s independent sensor network. Hardware failures, provider outages, API unavailability, inaccurate sensor readings, and deliberate sensor data manipulation by third parties are outside the Company’s control and may cause City Token prices to diverge materially from actual real-world air quality conditions. The dependence of the Protocol on a third-party data feed constitutes a risk factor that does not exist in conventional decentralized finance systems.

Signals displayed on the Interface are derived from historical air quality data and statistical modeling and are not predictive of future outcomes. Trading decisions made in whole or in part in reliance on Signals — including probability estimates, expected move projections, and next cycle indicators — may result in significant financial loss. The Company expressly disclaims all liability for any loss arising from Signal-influenced trading decisions.

The regulatory treatment of City Tokens, the Rebalancing Engine, and automated decentralized finance mechanisms under U.S. federal and state law remains uncertain and subject to change. The Interpretive Release of March 17, 2026 provides interpretive guidance but is not binding on federal courts, does not have the force of formal rulemaking under the Administrative Procedure Act, and may be superseded, revised, or distinguished by future regulatory action. The CFTC has specifically indicated that guidance on intermediary registration requirements for decentralized finance applications is forthcoming. Regulatory investigations, enforcement actions, legislative developments, or judicial decisions could restrict, prohibit, or materially and adversely affect the Protocol, the Interface, or the value of City Tokens.

You have independently and thoroughly appraised and investigated the Protocol, City Tokens, Air Quality Data mechanisms, Signals, and all associated risks prior to using the Interface. You represent that you have not relied on any statement, projection, financial model, simulation, Signal, representation, or communication by or on behalf of the Company in making your decision to use the Interface or to acquire any City Token.

The Protocol operates exclusively on the Solana blockchain. Network outages, validator failures, consensus failures, protocol upgrades, hard forks, or other network-level disruptions could prevent transaction execution, result in transaction failures, or cause the loss of digital assets.

The Interface is hosted on Vercel and Render, each of which is an independent third-party infrastructure provider. Service outages, performance degradation, data center failures, or other disruptions at Vercel or Render may render the Interface temporarily or permanently inaccessible. The Company is not liable for any loss resulting from hosting infrastructure failures.

The Company is not liable for any loss, cost, or inconvenience arising from your inability to access the Interface as a result of geographic access restrictions, IP-level blocking, regulatory action directed at the Company or you, or jurisdictional limitations applicable to you.

Digital assets held in your Wallet and transacted through the Interface are not insured, guaranteed, or protected by any government-sponsored deposit insurance program, including without limitation the Federal Deposit Insurance Corporation (FDIC) or the Securities Investor Protection Corporation (SIPC).

The Company’s total aggregate liability to you for all claims arising out of or relating to these Terms or your use of the Interface, regardless of the form of action or the basis of the claim, shall not exceed the greater of: (a) one hundred United States dollars (USD $100.00); or (b) the total amount of fees, if any, actually paid by you to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim.

You acknowledge and agree that the limitations of liability set forth in this Section 13 reflect a reasonable allocation of risk between the parties, are an essential element of the basis of the bargain between you and the Company, and that the Company would not provide the Interface in the absence of such limitations. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

These Terms, and all disputes arising out of or relating to these Terms or the Interface, shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction.

Before initiating any arbitration or legal proceeding, you agree to provide written notice of your dispute to the Company at team@pbx.earth and to engage in good-faith informal negotiations for a period of not less than thirty (30) calendar days from the date of such notice. The Company agrees to reciprocate good-faith negotiation efforts during this period.

Subject to Section 15.6, any dispute, controversy, or claim arising out of or relating to these Terms, the Interface, or any transaction conducted through the Interface that is not resolved through informal negotiation under Section 15.2 shall be finally and exclusively resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. The seat of the arbitration shall be Denver, Colorado, United States. The arbitration shall be conducted in the English language. The arbitrator’s award shall be final, binding, and non-appealable, and judgment upon the award may be entered in any court of competent jurisdiction.

You and the Company irrevocably waive the right to bring or participate in any class action, collective action, consolidated arbitration, private attorney general action, or other representative proceeding of any kind. All disputes shall be resolved exclusively on an individual basis. The arbitrator shall have no authority to consolidate claims of more than one person or entity or to preside over any form of representative, class, or collective proceeding.

You may opt out of the mandatory arbitration agreement set forth in this Section 15 by delivering written notice of your election to opt out to team@pbx.earth within thirty (30) calendar days of the date you first access the Interface or agree to these Terms. Opting out of arbitration does not affect the applicability of any other provision of these Terms. In the event of a valid opt-out, all disputes shall be resolved exclusively in the state or federal courts of competent jurisdiction located in Denver, Colorado, and each party hereby irrevocably submits to the personal jurisdiction of such courts.

Notwithstanding the foregoing arbitration requirement, either party may seek emergency injunctive relief or other provisional equitable remedies in any court of competent jurisdiction to prevent irreparable harm pending the commencement or completion of arbitration proceedings.

If any portion of the arbitration agreement set forth in this Section 15 is found to be invalid, unenforceable, or inapplicable under applicable law, such portion shall be severed and the remaining provisions of the arbitration agreement shall continue in full force and effect.

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

If any provision of these Terms is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

These Terms, together with the Privacy Policy and any other policies or notices expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Interface and supersede all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral, between you and the Company relating to the subject matter hereof.

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may freely assign its rights and obligations under these Terms without your consent.

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and the Company.