Terms of Service

Last Updated: January 21st, 2025

Welcome to Aemula (the “Platform”), operated by Aemula LLC (“Aemula,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your (“you” or “User”) access to and use of the Platform, including any content, functionality, products, and services offered on or through our website (Services) or any related applications.

By accessing or using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use the Platform.

You represent and warrant that you are of legal age to form a binding contract, or if not, that you have received your parent's or guardian's permission to access and use our Platform and that your parent or guardian agrees to these Terms on your behalf.

1. Eligibility

a. Age Restriction

The Platform is intended for individuals who are at least 13 years old. By using the Platform, you represent and warrant that you are 13 years of age or older.
We do not knowingly solicit or collect information from children under 13. If we discover that we have inadvertently collected personal information from a child under 13, we will take steps to delete the information as soon as possible.

b. U.S. Users Only

You represent that you are located in the United States and that you will only use the Platform in compliance with all applicable U.S. laws and regulations.

c. Accepting the Terms

If you are using the Platform on behalf of an entity or organization, you represent and warrant that you have the authority to bind that entity or organization to these Terms.

d. Account

In order to use certain features of the Platform, you will need to register for an Account. By registering for an Account, you (a "Registered User") agree to provide accurate, current, and complete Account information and to maintain and prompty update your Account information as necessary.

e. Account Security

You are responsible for the security of your Account. You accept all risks of unauthorized access to your Account and the information you provide. You agree to immediately notify us if you discover or otherwise suspect any breaches of security related to your Account or the Services, including unauthorized use of your private keys.

f. Additional Information

We may require you to provide additional information and documents at the request of any competent authority or our third-party payment service provider ("PSP") and/or in order to help us comply with applicable law, regulation, or policy.

2. Our Service

a. Decentralized Publication

Aemula provides a decentralized platform for the publication of digital media (Articles). Users can publish Articles to the InterPlanetary File System (IPFS) and read Articles from IPFS via our IPFS gateway as managed by our third-party IPFS node provider.
We facilitate user authentication, Article publishing, Article interactions (support, disagree, report, etc.), and community moderation via smart contracts deployed on the Base blockchain ("Base" - currently the Base Sepolia test network, to be deployed on Base mainnet in the future) and indexed by a Graph Protocol subgraph (Subgraph).

b. Account Creation & Authentication

Users can create a "smart account" using authentication services provided by a third-party authentication provider. This process generates an ERC-4337 smart contract wallet on the Base blockchain for the User and is subject to the terms of service of the third-party authentication service provider as indicated at login. By accepting these Terms, you agree that you have downloaded or printed, and reviewed and agreed to, the terms of service of the third-party authentication service provider. Please note that Aemula is not a party to the third-party authentication provider's terms of service agreement and that you, the third-party authentication provider, and any other parties listed in the third-party authentication provider's terms of service are the parties to the third-party authentication provider's terms of service agreement, and that Aemula has no obligations, responsibility, or liabiltiy to any user or any other party under the third-party authentication providers's terms of service agreement.
Free Trials: We may offer limited-time free trials allowing you to explore some functionalities prior to creating and registering a full account.

c. Payments & Subscription

Subscription Plans: Aemula is a subscription-based platform that grants access to certain features based on paid subscriptions as processed by our third-party payment service provider (PSP). As a User, payments and other expenses must be paid through our PSP as indicated on the Services and are subject to the terms outlined below as part of Payments & Third Party Services.
Payment Handling: Our PSP processes subscription payments and settles proceeds in USDC (a regulated digital currency redeemable 1:1 for US Dollars) into the Aemula wallet on Base. Our PSP may also handle payouts to Users who publish Articles (Authors) and/or contribute to the community moderation process (Moderators), and may direct payments in USD to the preferred method of receipt as elected by the User with our PSP. Payout amounts to Authors and Moderators are programmatically determined by the Aemula Protocol and community moderation process.
Cancellations & Refunds: Your use of the Platform and any cancellation and/or refund requests are subject to our separate Cancellation and Refund Policy.

d. Content & Storage

IPFS Content: Published Articles are stored on IPFS. IPFS is a peer-to-peer network that we do not own or control. Content may continue to be available on IPFS even if it is removed or delisted from our Platform. Aemula, via our third-party node provider, manages an IPFS node to upload, store ("pin"), and serve Articles stored on IPFS. By design, anyone is able operate an IPFS node to upload, pin, and serve Articles related to Aemula.
Aemula Database: We utilize and store limited user and Article data in databases and servers (Aemula Servers) hosted by our cloud service provider (CSP) for the purposes of recommending and serving Articles and providing Platform services. The entirety of this data, with the exception of Platform-native user "aliases" (for anonymity purposes), are recreatable using publicly-available information and data stored, indexed, and extrapolated on/by IPFS, Base, and the Subgraph.

e. Open Source Algorithms

The algorithms we use to discover, rank, and recommend Articles to Users as part of the Platform Services, as well as to facilitate the community moderation reporting and decision processes are open sourced and available on the Platform.
Prior to establishing our community governance process for managing these open source algorithms, please reach out to support@aemula.com with any requests, revisions, questions, or concerns.

3. User-Generated Content

a. Ownership of Content

Users who publish Articles (Authors) retain full ownership of any content they create. By submitting, posting, or otherwise making content available on the Platform, you affirm that you are the rightful owner of such content or have all necessary rights, licenses, and permissions to publish it.
By publishing Articles via Aemula, Article data will be uploaded and stored on IPFS via Aemula's IPFS node and gateway as operated by our third-party IPFS node provider. Your publication and ownership of the Article data will be recorded as an event emitted on the Base blockchain containing your Base account address and the IPFS content identifier (IPFS CID) of the Article data. This event will be subsequently indexed by the Subgraph, and the publication event will persist on Base archival nodes and Subgraph archival nodes. IPFS CIDs remain constant as long as the underlying data is unchanged, meaning that your account address and it's ownership of the IPFS CID will provide record of your ownership of the published Article.
You grant Aemula a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide, royalty-free, "as-is" license to display, perform, distribute, and adapt (solely for formatting or technical purposes) the content you post on the Platform in order to provide the services and operate the Platform.
Payouts to Authors for the use and distribution of published Articles are programmatically determined by the Aemula Protocol and facilitated by our PSP as outlined in these Terms.

b. Prohibited Content and Activities

You agree not to post or transmit any content that:

Is illegal or promotes illegal activity;
Violates any person’s rights, including intellectual property rights, privacy rights, or proprietary rights;
Contains personal data of minors or otherwise violates applicable child protection laws;
Is harmful, harassing, threatening, defamatory, obscene, pornographic, or otherwise objectionable.

You are solely responsible for any content you post and any consequences arising from posting it.

c. Community Moderation

Aemula relies on a community moderation approach for the removal of prohibited content. Some content may appear on the Platform before being flagged or reported and subsequently removed. We do not guarantee that content that violates these Terms will be immediately removed.
Users may elect to contribute to the community moderation process (Moderators) and may earn compensation for their contributions. Payments related to community moderation contributions are determined by the community moderation process, and payouts to Moderators are handled by our PSP and subject to the terms of service of the PSP.
Reporting: If you discover content that you believe violates these Terms, please report the content to flag it for the community moderation process. If you have any concerns, please contact us at support@aemula.com.

d. Disclaimer on IPFS & Immutable Ledger

Articles are stored on IPFS, a peer-to-peer network, which we do not control and do not have full authority to direct the removal of content. In the event that a community moderation decision results in the removal of an Article from the Platform, Aemula will unpin the Article data and stop serving the Article via our IPFS gateway through our third-party IPFS node provider, as well as emit an event to the Base blockchain to record the removal of the Article from Aemula. Anyone is able to operate an IPFS node to upload, pin, and serve data stored on IPFS, which may result in the persistance of Article data on IPFS after removal via the community moderation process.
Article publication, Article interaction, account registration, subscriptions, reporting, moderation, and similar interactions with the Platform Services are recorded on the Base blockchain, which is an immutable ledger, and indexed by the Subgraph. You acknowledge that once information is written on the blockchain, it cannot be altered or removed and that Aemula does not have the authority to alter or remove data written on the blockchain.

4. Intellectual Property

a. Copyright Infringement

Aemula respects intellectual property rights. If you believe your work has been copied in a way that constitutes copyright infringement, please notify us at support@aemula.com.

5. Payments & Third-Party Services

a. Third-Party Payment Processor

All payments are handled by our PSP. You may be required to register with the PSP, agree to the terms of service of the PSP, provide your payment details to the PSP, and go through a vetting process at the request of the PSP to set up an account with the PSP (the "PSP Services Agreement"). By accepting these Terms, you agree that you have downloaded or printed, and reivewed and agreed to, the PSP Services Agreement. Please note that Aemula is not a party to the PSP Services Agreement and that you, the PSP, and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement, and that Aemula has no obligations, responsibility, or liability to any user or any other party under the PSP Services Agreement.

b. Billing Information

You agree to provide current, complete, and accurate billing information for use by our PSP.
You authorize our PSP to charge the fees for the subscription or other services you opt in to.

c. Refunds

Any refund requests will be governed by our separate Cancellation & Refund Policy, which is incorporated by reference into these Terms.

d. Tax Compliance

You are solely responsible for determining what, if any, taxes apply to your transactions involving Aemula and the reporting and payment of such taxes. As a User, you warrant that you will at all times comply with all laws and regulations relating to the taxes applicable to your use of the Services. If, at any point while you are a Registered User, any tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition on you of any penalty or interest relating to tax) or if any litigation, inquiry, or investigation is commenced against you that is in connection with, or that may lead to, any occurrence of tax non-compliance, you agree that you will notify us by email at support@aemula.com within seven days of the occurrence of the non-compliance or the commencement of the litigation, inquiry, or investigation (as applicable). Aemula is not responsible for advising you on your taxes and will not be liable for any non-payment of taxes by Users.

6. User Conduct & Acceptable Use

a. Compliance with Laws

You agree to comply with all applicable laws, regulations, and these Terms when using the Platform.
You may not use the Platform to conduct, promote, or facilitate any illegal activities.

b. US-Only Use

By using the Platform, you represent and warrant that you reside in the United States and that all usage of the Platform will occur within the United States unless otherwise authorized by us in writing.

7. Privacy Policy

a. Separate Policy

Our Privacy Policy explains how we collect, use, and share your personal data. That policy is incorporated by reference into these Terms.
By using the Platform, you agree to the terms of our Privacy Policy.

8. Disclaimer of Warranties

a. As-Is, As-Available

The Platform (including all information, content, and materials) is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied.
Aemula does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

b. No Liability for Third-Party Content

User-generated content is created by Users, not by Aemula. We are not responsible for any opinions, advice, statements, or other information provided by third parties, and we do not endorse any user-generated content.

c. Decentralized Technologies Disclaimer

You acknowledge that the use of decentralized technologies such as blockchains and IPFS storage comes with its own risks. Data stored on the blockchain or on IPFS may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable. Aemula is not responsible for any losses you may incur when using decentralized technologies.

9. Limitation of Liability

a. Exclusion of Certain Damages

To the fullest extent permitted by law, in no event shall Aemula, its affiliates, directors, employees, or agents be liable for any indirect, consequential, incidental, special, or punitive damages arising out of or related to your use of (or inability to use) the Platform.

b. Cap on Liability

To the extent permitted by law, the total liability of Aemula for any claim arising out of or relating to these Terms or the Platform shall not exceed the amount you paid to Aemula in the form of Platform fees for the specific service during the 6 months prior to the event giving rise to the claim.

c. Jurisdictional Limitations

Some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply, and you may have additional rights.

10. Indemnification

You agree to defend, indemnify, and hold harmless Aemula and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorneys’ fees) arising from:

Your use of and access to the Platform;
Your violation of any term of these Terms;
Your violation of any third-party right, including any intellectual property, confidentiality, or privacy right; or
Any claim that your content caused damage to a third party.

11. Dispute Resolution & Arbitration

a. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

b. Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Wilmington, Delaware, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its applicable rules. Judgment on the award may be entered in any court having jurisdiction.

c. Class Action Waiver

You and Aemula agree that any arbitration shall be conducted in your and Aemula’s individual capacities only and not as a class action or other representative action. You and Aemula expressly waive any right to file a class action or seek relief on a class basis.

d. Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending completion of arbitration.

12. Termination

a. Termination by You

You may terminate your account at any time by discontinuing your use of the Platform and following the procedures outlined in our Cancellation & Refund Policy.

b. Effect of Termination

Upon termination, all rights granted to you under these Terms will immediately cease. Data related to your account will be removed from Aemula Servers within a reasonable timeframe. However, you acknowledge that data written and emitted to Base, indexed by the Subgraph, and stored on IPFS may persist beyond the termination of your account and may remain permanently available to the public due to the inherent nature of decentralized technologies.

13. Modifications & Updates

a. Changes to the Terms

We may update or modify these Terms from time to time. If we make material changes, we will notify you by posting a notice on the Platform or by sending you an email (if you have elected to share your email address).
Your continued use of the Platform after any such change constitutes your acceptance of the revised Terms.

b. Changes to the Platform

We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice.

14. General Provisions

a. Entire Agreement

These Terms, together with our Privacy Policy, Cancellation & Refund Policy, and any additional policies to which you agree when using the Platform, constitute the entire agreement between you and Aemula regarding your use of the Platform.

b. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

c. No Waiver

Our failure to enforce any provision of these Terms shall not be deemed a waiver of the right to later enforce that or any other provision.

d. Assignment

You may not assign or transfer these Terms or any rights or obligations herein without our prior written consent. We may assign or transfer these Terms, in whole or in part, at our discretion.

e. Contact Us

If you have any questions or concerns regarding these Terms, please contact us at support@aemula.com.

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.