Kernel

Version business-2.0

Kernel Terms of Service (Business & Enterprise)

Effective date: August 28, 2026

These Terms of Service (the "Terms") are a binding agreement between the business or other legal entity you represent ("Customer," "you," "your") and Even Flow LLC, a Texas limited liability company doing business as Kernel ("Kernel," "we," "us," "our").

By creating an account on behalf of an entity, accepting these Terms during installation, issuing or redeeming invitations for that entity, or using the Software or Services for an entity's operations, you represent that you have authority to bind that entity, and the entity agrees to these Terms.

These are the Business & Enterprise terms. They apply to organizations using Kernel for internal operations or other Commercial Use. Individuals using Kernel personally, for education or research, or to found their own ventures are governed by the Individual Terms of Service instead.

1. Agreement and order of precedence

1.1 These Terms, together with each Order and any Written Permission we issue, are the entire agreement regarding Customer's use of the Software and Services and supersede prior agreements on that subject, including any earlier Kernel terms that contained an equity or success-fee commitment.

1.2 If an executed Order conflicts with these Terms, the Order controls for that conflict. These Terms control over marketing materials, website copy, and oral statements.

1.3 Electronic acceptance has the same force as a signed writing.

2. Who we are; contact

Kernel is operated by Even Flow LLC. Legal notices: [email protected]. Public terms: https://app.kernel-os.ai/terms/business.

3. Definitions

Capitalized terms have the meanings in the Individual Terms unless this document defines them differently.

operate, automate, or support Customer's own business, as opposed to providing Kernel itself to unaffiliated third parties.

organization are Commercial Use.

seats, nodes, term, and fees.

identifies Customer's Subscription, fees, and term.

authorization from Kernel that expressly permits Commercial Use.

Kernel claims no equity and no revenue share in Customer's business or Output merely because Customer uses Kernel.

4. License

4.1 Grant. Subject to these Terms and to Written Permission (including an active Subscription when we offer one), Kernel grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license during the applicable term to install and use the Software on machines Customer owns or controls, for Internal Operations, up to the seats and node counts stated in the Order.

4.2 MIT-style permissions within the grant. Within that license, Customer may copy the Software as needed for licensed use, modify it for Customer's own Internal Operations, and create Output. This is not an OSI open-source license. The Software is proprietary. All rights not expressly granted are reserved.

4.3 Evaluation. Before Written Permission, Customer may evaluate the Software for up to thirty (30) days for internal, non-production evaluation. Evaluation is subject to these Terms except payment. Evaluation does not include production Internal Operations or providing Kernel to third parties.

4.4 Plans not yet generally offered. As of the effective date, Kernel does not generally sell Subscriptions. We intend to offer paid plans. Until a plan is available, Commercial Use (including production Internal Operations) requires our prior Written Permission. Requests: [email protected].

5. Subscription, fees, and payment

5.1 When Subscriptions are offered, fees, plan limits, and term are as stated in the Order. Except as stated in an Order, fees are payable in U.S. dollars, in advance, and are non-refundable except as these Terms expressly provide.

5.2 If Customer exceeds licensed seats or nodes, Customer will promptly true up. We may invoice for excess usage measured from when it began.

5.3 Overdue amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. We may suspend access for accounts more than thirty (30) days overdue after notice.

5.4 Fees are exclusive of taxes. Customer is responsible for taxes other than taxes on our income.

5.5 We may change list prices on renewal. We will give at least thirty (30) days' notice of a price increase affecting a renewal.

6. Restrictions

Customer will not: (a) redistribute, sell, rent, lease, sublicense, or provide the Software to third parties, including as a hosted or managed service, except as an Order expressly allows; (b) reverse engineer, decompile, or disassemble the Software except to the extent a law expressly permits it despite this restriction; (c) remove or alter proprietary notices; (d) circumvent Entitlement or security controls; (e) use the Software or Services in violation of law or the rights of others; (f) attempt unauthorized access to any node, account, or system not belonging to Customer; or (g) use the Software to build a competing runtime or protocol for distribution to others.

7. Accounts and administration

7.1 Customer's users must provide accurate names and email addresses. Customer is responsible for its users' compliance with these Terms and for all activity under its accounts, including actions of AI agents run on Customer's Nodes.

7.2 Customer's Nodes and their contents run on Customer's own machines. The Services do not host Node data by ordinary installation or use.

7.3 Customer will promptly revoke access when a user leaves or no longer requires it.

8. Confidentiality

Each party will protect the other's non-public information disclosed in connection with these Terms ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except to personnel and advisors under confidentiality obligations. Confidential Information excludes information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. A party may disclose Confidential Information as required by law with reasonable prior notice where lawful.

9. Privacy and data

The Services collect account information (names, email addresses), Terms-acceptance records, and operational records of the Services. Node contents remain on Customer's machines. We will not sell Customer personal information. Each party will comply with privacy laws applicable to it. If we process personal data as Customer's processor, we will do so only on Customer's documented instructions and will enter into additional processor terms if required by law.

10. Third-party software and models

The Software orchestrates and depends on third-party tools licensed separately (including AI coding agents and version-control tools). Customer's use of those tools is governed solely by their own terms. Kernel is not responsible for third-party tools or their output.

11. Customer's Output

As between the parties, Customer owns its Output. Kernel claims no equity or revenue share in Customer or in Customer's Output merely because Customer uses the Software.

12. Warranties; disclaimer

12.1 Each party warrants it has the authority to enter into these Terms.

12.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SOFTWARE ORCHESTRATES AUTONOMOUS AI AGENTS; CUSTOMER IS RESPONSIBLE FOR SUPERVISING THEIR ACTIONS AND FOR ALL DECISIONS MADE AND ACTIONS TAKEN ON CUSTOMER'S NODES.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, OR GOODWILL. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S BREACH OF SECTION 8 (CONFIDENTIALITY), OR CUSTOMER'S BREACH OF SECTION 4 OR 6, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE THOUSAND U.S. DOLLARS (US $1,000) IF NO FEES HAVE BEEN PAID.

14. Indemnification

14.1 Customer will defend and indemnify Kernel against third-party claims arising from Customer's use of the Software or Services in violation of these Terms or law, from Customer's Output, or from the operation of Customer's Nodes and the agents run on them.

14.2 Kernel will defend and indemnify Customer against third-party claims that the Software, as provided by us and used in accordance with these Terms, infringes a U.S. copyright or misappropriates a U.S. trade secret, provided Customer promptly notifies us and gives us control of the defense and any settlement. Our obligations do not apply to modifications, combinations, Customer data, or third-party tools. If such a claim is brought or threatened, we may procure the right for Customer to keep using the Software, modify it so it is non-infringing, or terminate the affected license and refund prepaid, unused fees for that portion.

15. Term, suspension, and termination

15.1 These Terms apply for as long as Customer has Written Permission, an active Subscription, or is in an evaluation period.

15.2 Either party may terminate for material breach uncured thirty (30) days after written notice.

15.3 We may suspend access for the reasons in Section 5.3, for a security emergency, or as required by law.

15.4 On termination or expiration, Customer's license ends and Customer will cease use of the Software. Customer's Nodes and data remain Customer's, on Customer's machines. Sections 8 through 11, 12.2, 13, 14, 15.4, and 16 through 20 survive.

16. Changes to these Terms

We may update these Terms. The version accepted is recorded with the account. For material changes we will notify Customer, and continued use after the effective date constitutes acceptance. If a material change adversely affects Customer during a paid term, Customer may terminate the affected Subscription before the change takes effect and receive a pro-rata refund of prepaid, unused fees.

17. Export and government users

Customer will comply with U.S. and other applicable export-control and sanctions laws. If Customer is a U.S. government end user, the Software is commercial computer software developed at private expense, provided with only those rights in these Terms.

18. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules and without regard to the CISG. The state and federal courts located in Travis County, Texas have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Each party waives a jury trial to the extent waivable. Either party may seek injunctive relief to protect intellectual property or confidential information.

19. Informal resolution

Before filing a claim, the parties will attempt in good faith to resolve the dispute for thirty (30) days after written notice to [email protected] (or to Customer's notice address). This Section does not limit either party's right to seek injunctive relief.

20. General

20.1 Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the successor agrees to be bound.

20.2 If any provision is held unenforceable, it will be modified minimally and the remainder remains in effect. Failure to enforce is not a waiver.

20.3 These Terms do not create a partnership or agency. "Including" means "including without limitation." The English version controls.

20.4 Notices to Kernel: [email protected]. Notices to Customer: the email on the Account. Notices are deemed given the next business day after sending.

21. Contact

Kernel — Even Flow LLC [email protected]

Public terms: https://app.kernel-os.ai/terms/business

End of Business & Enterprise Terms of Service.