Shared language for the agreement.
Account
An account, project, workspace, credential, or other access arrangement through which Customer uses the Services.
Customer Content
Prompts, inputs, files, tool definitions, tool results, instructions, and other material submitted by or for Customer.
Documentation
Technical documentation, model information, usage instructions, and policies Kernelwright makes available for the Services.
Order Form
An order form, service schedule, statement of work, online purchase, or other written ordering document accepted by both parties.
Output
Content generated by the Services in response to Customer Content.
Usage Data
Operational information about use of the Services, excluding Customer Content.
Authority to enter the agreement.
You must be at least 18 years old and legally capable of entering a binding agreement. The Services are intended for organizations and business users. You may use them only if you are not prohibited from receiving them under applicable law.
If you access the Services through a marketplace, integration partner, reseller, or employer, additional terms may apply between you and that party. Those terms do not expand Kernelwright’s obligations unless we expressly agree in writing.
Model-specific inference as a measured service.
Kernelwright provides access to model-specific inference runtimes, compatible API surfaces, technical documentation, operational tooling, and related support. “OpenAI-compatible” describes compatibility with certain request and response formats; it does not mean Kernelwright is affiliated with, endorsed by, or sponsored by OpenAI.
Available models, hardware, regions, limits, features, and performance envelopes may vary by plan, capacity, qualification status, and Order Form. Unless an Order Form or service-level agreement states otherwise, we do not promise that any model, endpoint, feature, or capacity tier will remain available indefinitely. Documentation may include technical limits and required configuration that form part of permitted use.
Credentials identify the customer boundary.
You are responsible for the accuracy of registration and billing information, activity under your accounts and projects, and everyone you authorize to use the Services. Keep API keys and credentials confidential, apply least-privilege access, rotate exposed secrets, and notify security@kernelwright.dev promptly of suspected compromise.
You may not share credentials outside your organization except with an authorized service provider bound to protective terms. You may not resell or sublicense access unless an Order Form expressly permits it. We may establish reasonable usage, concurrency, and rate limits to protect customers and the Services.
Your content remains yours.
“Customer Content” means prompts, inputs, files, tool definitions, tool results, and other material you submit. As between the parties, you retain all rights in Customer Content. You grant Kernelwright a limited, non-exclusive right to host, transmit, reproduce, and otherwise process Customer Content only as needed to provide, secure, and support the Services, comply with your instructions, and meet legal obligations.
Kernelwright does not use Customer Content to train or fine-tune models. As between the parties and to the extent permitted by law, Kernelwright assigns to you any right it may have in output generated specifically for you. You are responsible for reviewing and using output lawfully.
Output may be inaccurate, incomplete, offensive, insecure, or unsuitable, and different customers may receive identical or similar output. Kernelwright does not represent that output is unique, factually correct, or eligible for intellectual-property protection.
Third-party components retain their terms.
The Services may provide access to open-weight models, software, data, tools, or integrations governed by third-party licenses or terms. We will identify additional terms when they materially govern your use. You are responsible for complying with them and for third-party systems you connect.
Kernelwright is not responsible for applications, data sources, tool execution, or destinations controlled by you or a third party. Enabling an integration authorizes the exchanges necessary to perform your instruction.
Do not turn speed into harm.
You may not use or help others use the Services to:
- Violate law, sanctions, export controls, privacy, intellectual-property, publicity, or other rights
- Generate, distribute, or facilitate child sexual abuse material, exploitation, trafficking, or non-consensual intimate content
- Develop or deploy malware, phishing, credential theft, destructive code, unauthorized intrusion, or evasion of security controls
- Defraud, impersonate, deceive, harass, threaten, or cause unlawful discrimination or physical harm
- Submit content you lack the rights, notices, consents, or lawful basis to process
- Probe, scan, overload, disrupt, bypass rate limits, or access non-public systems without written authorization
- Reverse engineer or extract source code, model weights, system prompts, or protected components except where law prohibits restriction
- Use outputs as the sole basis for decisions producing legal or similarly significant effects without appropriate human review
- Misrepresent generated output as verified fact, professional advice, or a human-authored statement when that would be deceptive
- Remove proprietary notices or use the Services to create a product that falsely suggests endorsement by Kernelwright
Authorized good-faith security research must stay within a written scope. You may publish accurate benchmark results if you disclose the tested model, hardware, configuration, workload, methodology, date, and material limitations and do not imply Kernelwright’s endorsement.
Human accountability does not route around the API.
Professional decisions
Medical, legal, financial, employment, housing, education, credit, insurance, and similar decisions require qualified review and all legally required disclosures, testing, and safeguards.
Safety-critical systems
Do not use the Services as the sole or primary control for weapons, emergency dispatch, critical infrastructure, life support, autonomous vehicles, or another system where failure could cause death or serious injury.
Evaluation duty
You must evaluate models and outputs for your use case, including accuracy, bias, security, latency, failure modes, and legal suitability, before production deployment.
Human accountability
You remain responsible for decisions, communications, products, and services built with outputs, including meaningful human oversight where appropriate.
Unless covered by an appropriate written agreement, do not submit protected health information, payment-card data, classified information, export-controlled technical data, or regulated data requiring commitments beyond these Terms.
Usage and commitments are measured as agreed.
Prices, currencies, billing metrics, minimum commitments, credits, and payment dates are stated in the applicable Order Form or ordering interface. Unless stated otherwise, fees are non-cancelable and non-refundable except as required by law, and usage records maintained by the Services control absent manifest error.
Fees exclude taxes. You are responsible for applicable sales, use, value-added, withholding, and similar taxes, other than taxes on Kernelwright’s net income. Overdue undisputed amounts may accrue the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. You must raise a good-faith invoice dispute before its due date where practicable.
Non-public information stays within purpose.
“Confidential Information” means non-public information identified as confidential or that a reasonable person would understand to be confidential, including Customer Content, security information, product plans, pricing, and technical materials. The receiving party will protect it using at least reasonable care and use it only to perform or exercise rights under the agreement.
Confidential Information excludes information independently developed without use, lawfully received without restriction, or publicly available without breach. A recipient may disclose information when legally required after giving notice where permitted and reasonable assistance at the discloser’s expense.
Data processing follows role and instruction.
Our Privacy Policy describes processing for which Kernelwright acts as a controller or business. When Kernelwright processes personal data in Customer Content on your behalf, the applicable data processing addendum or Order Form governs. You are responsible for providing required notices, obtaining permissions, and establishing a lawful basis for Customer Content and connected systems.
Kernelwright may use Usage Data to provide, secure, meter, support, troubleshoot, and improve the Services and to generate aggregated or de-identified statistics. We will not use Usage Data to reconstruct Customer Content or train or fine-tune models on Customer Content.
To protect the privacy posture of the Services, you must not enable content retention, logging, or third-party transfer without understanding and documenting the resulting obligations.
The service layer remains Kernelwright technology.
Kernelwright and its licensors retain all rights in the Services, software, API adapters, routing and qualification logic, operational tooling, documentation, designs, marks, and underlying technology, including improvements. Except for the limited right to use the Services during the agreement, no right is granted by implication or otherwise.
If you provide feedback, you grant Kernelwright a perpetual, worldwide, irrevocable, royalty-free right to use it without restriction or attribution, provided we do not identify you publicly without permission.
Experimental surfaces are labeled.
We may maintain, update, or modify the Services and may impose emergency limits to protect security, integrity, or capacity. Material reductions to paid functionality will be handled under the applicable Order Form. Support, credits, and uptime commitments apply only if expressly stated in an Order Form or SLA.
Previews, evaluations, and beta features may be changed or withdrawn at any time and are provided without service levels, warranties, credits, or indemnities. Do not use them for production or sensitive workloads unless we approve that use in writing.
Protect the service before damage spreads.
We may suspend access when reasonably necessary to address a security threat, suspected unlawful use, material breach, risk to the Services or others, nonpayment, or a legal requirement. When practical, we will provide notice and a reasonable opportunity to cure and will limit suspension to the affected scope.
Either party may terminate as stated in an Order Form or for an uncured material breach after 30 days’ written notice, or immediately if the breach cannot be cured, the other party becomes insolvent, or law requires termination. On termination, access ends and amounts already due remain payable. Customer Content is handled under the Privacy Policy, DPA, and applicable Order Form.
Service access follows the law.
Each party will comply with applicable anti-bribery, sanctions, and export-control laws. You represent that you are not a restricted party and will not permit access from an embargoed location or for a prohibited end use. You are responsible for classification, licensing, and end-use requirements applicable to your content, application, users, and use of outputs.
Service limitations.
Each party represents that it has authority to enter the agreement. For paid Services, Kernelwright warrants that the Services will perform materially in accordance with applicable Documentation. The exclusive remedy is for us to use commercially reasonable efforts to correct a reported nonconformity; if we cannot, either party may terminate the affected Service and we will refund prepaid fees allocable to the terminated period.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THAT EXPRESS WARRANTY OR ONE IN AN ORDER FORM, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KERNELWRIGHT DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR A PARTICULAR USE; THAT OUTPUTS WILL BE ACCURATE OR UNIQUE; OR THAT CONTENT WILL NOT BE LOST. THESE DISCLAIMERS DO NOT APPLY WHERE LAW PROHIBITS THEM.
Responsibility follows control.
You will defend Kernelwright, its affiliates, and their personnel against third-party claims arising from Customer Content, your applications or connected systems, or your use of the Services in violation of the agreement or law, and will pay resulting damages, settlements, and reasonable legal fees.
Kernelwright will promptly notify you, provide reasonable cooperation at your expense, and allow you to control the defense and settlement, except you may not admit fault for or impose obligations on Kernelwright without written consent. Any Kernelwright indemnity is limited to one expressly stated in an Order Form.
A measured allocation of risk.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR AMOUNTS THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM THE SERVICES OR AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. IF NO FEES WERE PAID OR PAYABLE, THE CAP IS US$100.
The exclusions and cap do not limit your payment obligations, your indemnity obligations, or liability arising from your violation of Acceptable Use or misuse of Kernelwright intellectual property. Different limits in an Order Form control.
Resolve the issue before escalating it.
Before filing a proceeding, each party will give written notice describing the dispute and allow 30 days for good-faith resolution, except either party may seek urgent injunctive relief to protect confidential information, security, or intellectual-property rights.
The governing law and forum stated in an Order Form control. If none is stated, applicable law governs without applying rules that would require the law of another jurisdiction, and any proceeding must be brought in a court with competent subject-matter and personal jurisdiction. These Terms do not require arbitration and do not contain a class-action waiver.
The rest of the operating contract.
Assignment
You may not assign these Terms without our written consent, except with a merger or sale of substantially all relevant assets if the assignee agrees in writing. We may assign these Terms as part of a corporate reorganization or transaction.
Independent parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, agency, or employment relationship.
Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control, except payment obligations.
Severability and waiver
An unenforceable provision will be modified only as necessary and the remainder stays effective. A waiver must be written and is not a continuing waiver.
No third-party beneficiaries
These Terms benefit only the parties and permitted successors, except indemnified parties expressly protected by them.
Entire agreement
The agreement is the complete understanding about the Services and replaces earlier proposals or communications on that subject. Purchase-order terms do not apply unless expressly accepted in writing.
Survival
Payment, confidentiality, ownership, disclaimers, indemnity, liability limits, dispute terms, and provisions that by nature should survive remain effective after termination.
If documents conflict, the following order applies unless an Order Form expressly says otherwise: the Order Form; the DPA for personal-data issues; these Terms; then incorporated policies and documentation.
Changes apply prospectively.
We may update these Terms as the Services or law changes. We will post the revised version, update the date above, and provide additional notice of material changes where required. Changes apply prospectively. Continued use after the effective date constitutes acceptance, except an Order Form may require a different amendment process.
Legal notices to Kernelwright must be sent to support@kernelwright.dev with the subject “Legal Notice.” We may send notices to the account or business email you provide or through the Services. Electronic notices satisfy written-notice requirements where permitted by law.