These Terms of Service ("Terms") govern your access to and use of the Tidemint website, services, and applications (collectively, the "Service"). The Service is an interface provided by Tidemint S.L., a company registered in Spain with CIF [TBD] ("we," "us," or "our"), to interact with the SAT (Self-Assessed Token) Protocol (the "Protocol"), an autonomous, on-chain protocol deployed on the Ethereum/Optimism Mainnet network.
1. Acceptance of Terms & Assumption of Risk
By connecting your Ethereum wallet and using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Community Guidelines.
You understand and irrevocably accept the significant and inherent risks associated with using cryptographic and blockchain-based systems, including the SAT Protocol. By using the Service, you agree that you are using the Protocol at your own risk and that Tidemint S.L. has no liability for any losses you may incur. These risks include, but are not limited to:
- Smart Contract Risk: The Protocol's smart contracts are autonomous and may contain bugs, vulnerabilities, or errors that could result in a total loss of your funds or SATs.
- Economic & Harberger Tax Risks: You are obligated to pay continuous royalties on your SATs. Failure to do so will result in the automatic and irreversible depletion of your token. The economic model is experimental and may have unforeseen consequences.
- Forced Sale Risk: By setting a Self-Assessed Value (SAV), you are creating a binding and irrevocable offer to sell your SAT at that price. Anyone can purchase your SAT at any time without your further consent.
- Blockchain Risk: All transactions are final, irreversible, and publicly recorded on the blockchain. Gas fees can be volatile. Network congestion can delay transactions.
- Wallet Security: You are solely responsible for securing your private keys and wallet. A compromised wallet can result in the permanent loss of all your assets.
- Regulatory Uncertainty: The legal and regulatory landscape for blockchain technology is evolving. Changes in regulations could materially impact the Protocol and the value of your assets.
2. The Service and The Protocol: A Critical Distinction
2.1 The SAT Protocol
The SAT Protocol is a set of autonomous smart contracts on the Optimism blockchain that implements a Harberger tax system for NFT content. Key features include self-assessed valuation, continuous royalties, forced sales, and creator royalties. The Protocol operates independently of Tidemint S.L.
2.2 The Tidemint Service (Our Role)
Tidemint S.L. provides a non-custodial interface (this website) to help users interact with the Protocol. We are not a broker, financial institution, exchange, or custodian. We do not have custody or control over:
- Your funds, cryptocurrency, or SAT tokens.
- Your private keys or wallet.
- The underlying SAT Protocol smart contracts.
- The outcomes of any transactions you initiate.
Your interactions are peer-to-peer transactions on the blockchain that you control directly.
2.3 Protocol Governance by DAO
The SAT Protocol is governed by a decentralized autonomous organization (DAO) through VSAT token voting. Tidemint S.L. does not control the Protocol's rules, parameters, or treasury. The DAO can vote to change any aspect of the Protocol, which may affect your SATs.
3. Eligibility and User Responsibilities
3.1 Age Requirement
You must be at least 16 years of age to use the Service. By using the Service, you represent and warrant that you meet this requirement.
3.2 Jurisdictional Restrictions
You may not use the Service if you are located in a jurisdiction where such use is illegal or if you are subject to economic sanctions by Spain, the European Union, or the United States.
3.3 Compliance and Tax Responsibility
You are solely responsible for ensuring your use of the Service and the Protocol complies with all applicable laws in your jurisdiction. This includes, without limitation, reporting and paying any and all taxes arising from your SAT transactions.
4. SAT Token Operations
4.1 Minting SATs
- Content Ownership: You represent and warrant that you own the intellectual property rights to the content you mint, or have the necessary licenses to do so. You retain your copyright.
- Protocol Fees: Minting may be subject to protocol-level fees as set by the DAO.
- Initial SAV: You must set an initial Self-Assessed Value (SAV) above the protocol's minimum floor.
4.2 License Grant to Tidemint S.L.
To allow us to operate the Service, you grant Tidemint S.L. a worldwide, non-exclusive, royalty-free, perpetual license to display, distribute, cache, index, and create derivative works (like thumbnails) of the content associated with your SATs solely for the purpose of operating, promoting, and improving the Tidemint interface. This license does not affect your ownership rights.
4.3 Buying, Selling, and Royalty Obligations
- Forced Sales: Setting a SAV constitutes a binding offer to sell at that price.
- Lock Period: Newly acquired tokens are subject to a lock period with specific rules on SAV adjustments, as defined by the Protocol.
- Royalty Payments: You are responsible for maintaining a sufficient ETH balance in the Protocol's entrypoint contract to cover your continuous royalty obligations. Failure to do so will result in automatic and irreversible depletion.
5. User Obligations and Prohibited Activities
You agree not to engage in any of the following activities:
- Exploiting or attempting to attack the SAT Protocol.
- Using the Service for any illegal purpose, including money laundering or terrorist financing.
- Manipulating SAT prices through wash trading, coordinated schemes, or other deceptive practices.
- Minting content that violates intellectual property rights, or is illegal, hateful, or harassing as defined in our Community Guidelines.
- Impersonating others or misrepresenting your affiliation with any person or entity.
- Reverse engineering or copying our proprietary interface code.
6. Content Moderation and Digital Services Act (DSA) Compliance
This section details the rules governing content on our Service and the procedures we follow to enforce them, in compliance with regulations such as the EU's Digital Services Act (DSA).
6.1 Prohibited Content
You agree not to mint or display content on the Service that violates our Community Guidelines, which are incorporated by reference into these Terms. This includes, but is not limited to, illegal content, hate speech, harassment, spam, and copyright infringement.
6.2 Our Moderation Process
Our moderation actions are strictly limited to the display of content on our Service interface. We cannot delete or modify SATs on the blockchain. When content displayed on our interface is found to violate these Terms or our Community Guidelines, we may take the following actions:
- Hiding Content: For most violations, we will hide the content from public view by default on our interface. A notice will explain which rule was broken. Minted content remains on the blockchain and may be accessible through other means.
- Interface Removal: For severe or repeated violations, we will remove the content entirely from our interface's display.
- Wallet Address Blocking: In extreme cases of abuse or illegal activity, we may block a wallet address from being able to use the Tidemint.io interface. This does not prevent the user from interacting with the Protocol directly or through other services.
6.3 Appeals Process
If you believe a moderation decision affecting the display of your content on our interface was made in error, you have the right to appeal.
- How to Appeal: Please contact [email protected] with your wallet address, the SAT token ID, and a brief explanation of your appeal.
- Timeline: We will review appeals and provide a reasoned decision within a reasonable timeframe.
6.4 Distinction from Protocol Mechanics
The following are automated, programmatic functions of the SAT Protocol and are not moderation actions taken by Tidemint S.L. We have no control over these outcomes.
- Forced Sale: If another user purchases your SAT at its Self-Assessed Value (SAV), this is a core, intended feature of the Protocol.
- Depletion: If your SAT is depleted due to an insufficient balance for royalty payments, this is an automatic and irreversible Protocol function.
Our moderation actions are strictly limited to the display of content on our Service interface. We cannot delete or modify SATs on the blockchain.
7. Fees
- Protocol Fees: The SAT Protocol charges fees (a percentage of royalties, and possibly minting fees) as determined by DAO governance. These fees are paid in ETH directly to the Protocol's smart contracts and are transparent on-chain.
- No Tidemint Fees: Tidemint S.L. does not charge any additional fees for using the Service.
- Gas Fees: You are responsible for all blockchain network transaction fees (gas fees).
8. Business Model & Advertising Policy
We are committed to a transparent and user-respecting business model.
- No Third-Party Advertising: The Tidemint Service is and will remain free of third-party banner ads and ad trackers.
- No Sale of Data: Our business model does not and will not involve selling user data. This is a core commitment detailed in our Privacy Policy.
- Sponsored Content: In the future, we may feature content sponsored by ecosystem participants. Any such content will be clearly and conspicuously labeled as "Sponsored." Sponsored content will not include any third-party trackers or collect any data beyond our standard security logging and your opt-in analytics choices.
- Sustainable Funding: Tidemint S.L. is funded by its own resources and may, in the future, receive grants from the SAT Protocol's DAO treasury, subject to community governance. The long-term sustainability of this Service is intended to be supported by the community it serves, not by extractive practices. If this model proves unsustainable, the Service will be discontinued.
9. VSAT Governance Token & No Expectation of Profit
9.1 Governance Participation
VSAT tokens are utility tokens that grant holders the ability to participate in the governance of the autonomous SAT Protocol. This includes proposing and voting on changes to protocol parameters, smart contract upgrades, and treasury management.
9.2 No Investment Contract or Security
You acknowledge and agree that the VSAT token is not an investment, security, share, or any form of financial instrument.
- Free Distribution: All VSAT tokens are to be distributed for free, with an initial value of zero, to foster community participation.
- No Expectation of Profit from Tidemint S.L.'s Efforts: Tidemint S.L. is a for-profit software development company that built the initial version of the Protocol and this Service. Our business model is to provide valuable services for our own benefit and that of our shareholders. Our efforts are separate from the collective governance of the Protocol. Any potential future value of the VSAT token is incidental and would depend on the decentralized efforts of the global community of DAO participants, not on the managerial or entrepreneurial efforts of Tidemint S.L.
- Public Good: The Protocol is designed as a public good, and Tidemint S.L. makes no representation, warranty, or promise regarding the value, utility, or future development of the VSAT token or the Protocol itself.
10. Regulatory Compliance
Based on legal analysis, the SAT Protocol and the Tidemint Service do not constitute a Crypto Asset Service Provider (CASP) under the EU's MiCA regulation, as SATs are considered unique digital content representations (NFTs) and not regulated crypto-assets. However, Tidemint S.L. reserves the right to implement KYC/AML procedures or restrict access from certain jurisdictions if required by future changes in law or regulation.
11. Intellectual Property
Tidemint S.L. owns all rights to the Tidemint interface design, code, logos, and branding. The SAT Protocol smart contracts are open source. You retain ownership of the content you create, subject to the license granted in Section 4.2.
12. Privacy and Data Protection
Your use of the Service is subject to our Privacy Policy, which details how we handle on-chain (public) and off-chain (private) data in compliance with GDPR.
13. Termination
We may suspend or terminate your ability to use the Tidemint interface by blocking your wallet address for violations of these Terms. This will not affect your SATs or your ability to interact with the Protocol through other means (e.g., directly with the smart contracts).
14. Disclaimers and Limitation of Liability
14.1 "AS IS" Service
THE SERVICE AND THE PROTOCOL ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.
14.2 No Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIDEMINT S.L. SHALL NOT BE LIABLE FOR ANY LOSSES INCURRED FROM YOUR USE OF THE SERVICE OR INTERACTION WITH THE PROTOCOL, INCLUDING BUT NOT LIMITED TO LOSSES ARISING FROM: SMART CONTRACT FAILURES, FORCED SALES, DEPLETION, PROTOCOL GOVERNANCE DECISIONS, OR WALLET COMPROMISES.
14.3 Liability Cap
TIDEMINT S.L.'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS SHALL NOT EXCEED ONE HUNDRED EUROS (EUR100).
14.4 Indemnification
You agree to indemnify and hold harmless Tidemint S.L. from any claims arising from your use of the Service, your content, or your violation of these Terms.
15. Dispute Resolution
- Governing Law: These Terms shall be governed by the laws of Spain.
- Jurisdiction: You agree to submit to the exclusive jurisdiction of the courts located in Barcelona, Spain.
- No Class Actions: All disputes must be brought on an individual basis.
16. Modifications to Terms
We reserve the right to modify these Terms. We will provide at least 30 days' notice of material changes via the Service interface. Continued use after changes constitutes acceptance.
17. Definitions
- SAT: Self-Assessed Token, an NFT with Harberger tax mechanics.
- SAV: Self-Assessed Value, the price you set for your SAT.
- VSAT: The governance token for the SAT Protocol DAO.
- Protocol: The autonomous SAT Protocol smart contracts on the Optimism blockchain.
- Service: The Tidemint.io website and interface provided by Tidemint S.L.
- DAO: The Decentralized Autonomous Organization governing the Protocol.
For any questions, please contact us at [email protected].