1. Parties and Acceptance

These Terms of Service ("Agreement") are entered into by and between Kernax ("Company", "Kernax", "We", or "Us") and the individual developer or corporate entity ("User", "Client", or "You") accessing or utilizing Kernax services. By installing or launching the Kernax IDE, accessing our APIs, deploying autonomous agents, or provisioning computing resources, you agree to be bound by the terms and conditions set forth herein.

2. Scope of Service

Kernax provides an enterprise-ready AI Integrated Development Environment (IDE), autonomous terminal agent framework, local AST semantic indexing, and cloud-bridged inference orchestration. Kernax operates as a secure, high-performance execution layer interfacing between local developer environments and upstream foundational AI providers (such as Anthropic, OpenAI, DeepSeek, and specialized open-weights infrastructure).

3. Account Registration & Abuse Prevention

A valid, verified email address is required to register and access our platform.

• Credential Safeguarding: You are solely responsible for maintaining the confidentiality of your account credentials, session tokens, and bridge access keys ("IDE Token", "API Key"). Any actions performed under your credentials are your responsibility.
• Account Suspension: Kernax reserves the right to suspend accounts or revoke API tokens without prior notice upon detection of abnormal traffic patterns, credential compromise, or platform abuse.
• Anti-Abuse Verification: To safeguard trial allocations and maintain high service availability, Kernax utilizes cryptographic device-level anti-abuse tokens. Registering automated synthetic accounts, utilizing disposable email domains, or spoofing client identifiers to exploit promotional quotas is strictly prohibited and results in immediate revocation of access.

4. Team Workspaces & Master Wallet Governance

For engineering organizations and development teams, the Team Workspace module centralizes computational billing under a shared master wallet:

• Personal Balance Preservation: When an individual developer joins a Corporate Workspace, any personal prepaid USD balance in their account is preserved and isolated.
• Centralized Expense Routing: All token consumption, inference routing, and agent actions performed within a workspace context are billed directly to the Workspace Owner's master wallet.
• Spend Limits: Workspace administrators are responsible for establishing monthly or project-based spend limits for invited members. Kernax is not liable for consumption incurred due to member limits set by team administrators.
• Workspace Departure: When a developer leaves or is removed from a team workspace, their personal account balance remains unaffected and active for individual use.

5. Billing, Wallet Balances & Refund Policy

Kernax operates primarily on a usage-based Pay-As-You-Go model. Users deposit prepaid funds into their virtual platform wallet, from which usage deductions occur in real time as computational requests are completed. Kernax balances represent prepaid platform service credits; they do not constitute a bank deposit, accrue no interest, and are non-transferable.

Unused Balance Refunds (14-Day Statutory Window):

• If you deposit funds into your wallet and have zero computational consumption (0% usage, zero API/model calls), you are entitled to request a full refund within 14 calendar days of the original transaction date in accordance with applicable consumer protection standards. Approved refunds will be credited back to your original payment method via our authorized payment processor.

Consumed Compute & Non-Refundable Items:

• Consumed Tokens & Inference: Because computational inference and GPU resources are provisioned and expended instantaneously upon request, all wallet balances that have been partially or fully consumed (token deductions applied) are non-refundable.
• Domain Registrations & Cloud Allocations: Domain registrations are executed immediately and irreversibly with ICANN-accredited registries upon confirmation. Consequently, registered or renewed domains and provisioned cloud instances are strictly non-refundable once allocated.
• Dispute Resolution: Users agree to contact Kernax support at [email protected] to resolve billing inquiries prior to initiating a dispute or chargeback with their financial institution.

6. Usage Deduction & Platform Rates

All computational interactions across the Kernax IDE, autonomous agents, and APIs are billed on a usage basis per million tokens (including input, output, and cached context). Wallet deductions are calculated strictly based on token consumption at Kernax’s prevailing platform rates, which bundle underlying foundation model inference, local AST context optimization, orchestration overhead, and secure infrastructure transit into unified service rates. All rates displayed within the IDE model selector and pricing documentation represent final platform rates. Kernax does not disclose wholesale provider procurement costs or compute margins. Platform rates may be adjusted from time to time to reflect computational market conditions and infrastructure enhancements.

7. Trial Allocations, Promotional Quotas & Referral Credits

Kernax may, at its sole discretion, grant promotional benefits, evaluation quotas, or referral rewards to eligible accounts:

• Free Trial & Beta Quotas: Trial allocations may be granted as daily or monthly prompt/request allowances, computational token pools, or temporary platform credits. Trial allowances are provided strictly for individual technical evaluation, carry no uptime service level agreement (SLA), and may be throttled, updated, or terminated at any time. In the event of quota exhaustion, requests may default to basic reasoning models or pause until credits are replenished.
• Non-Transferability & Non-Cash Value: All free allowances, promotional credits, prompt quotas, and referral balances are strictly personal to the registered account. They possess no monetary cash value, cannot be redeemed for fiat currency, and are non-transferable, non-assignable, and non-resellable under any circumstances.
• Abuse & Revocation: Creating automated scripts, duplicate accounts, or fraudulent referral loops to harvest trial prompt allowances or promotional credits constitutes a material breach of this Agreement. Kernax reserves the absolute right to immediately revoke promotional credits and terminate offending accounts without notice.

8. Intellectual Property and Client Code

All source code, scripts, software architectures, and intellectual property generated, edited, or indexed within the Kernax IDE remain 100% your proprietary property. Kernax asserts zero ownership, copyright, or licensing rights over your code.

9. Zero-Retention and Privacy Commitment

To meet enterprise security standards, Kernax enforces an uncompromising Zero-Retention Policy:

Code snippets, system prompts, and file diffs transmitted through the IDE are proxied in-memory (RAM) via secure TLS 1.3 tunnels and permanently purged milliseconds after inference completion. Your code is never written to persistent disk or stored in Kernax databases. Only non-content token volume telemetry is retained for accounting purposes. Customer code is never used to train public or proprietary AI models (GDPR and CCPA compliant).

10. Autonomous Agents & Terminal Execution

The Kernax IDE incorporates autonomous AI agents capable of executing commands in the user's local operating system command-line (Terminal, PowerShell, CMD, Bash), manipulating local files, installing packages, and spawning background processes. Consequently:

• User Supervision: All terminal commands, shell scripts, database migrations, and file modifications proposed or triggered by autonomous agents are executed at the User's sole discretion and supervision. The user bears the responsibility to review, verify, and approve all automated actions before and during execution.
• Local System Waiver: Under no circumstances shall Kernax, its officers, founders, affiliates, or engineers be held liable for any local system crash, OS corruption, registry modification, computer wipe or reset, accidental file deletion, database drop/truncate, production outage, or security vulnerability resulting from autonomous agent actions.
• Version Control Mandate: Users are expected to maintain active distributed version control (Git) and regular external backups when operating autonomous coding agents. Kernax disclaims liability for data losses arising from neglected backups.

11. AI Inaccuracies, Hallucinations and Warranty Disclaimer

Services and AI outputs are delivered "AS IS" and "AS AVAILABLE" without warranty of any kind. Due to the probabilistic nature of generative AI, outputs may contain errors, omissions, or hallucinations. Kernax expressly disclaims all warranties, express or implied, including fitness for a particular purpose and merchantability.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Kernax and its affiliates shall not be liable for any lost profits, lost revenues, loss of business reputation, data loss, or indirect, consequential, or punitive damages.

Liability Cap: In no event shall the total cumulative liability of Kernax arising out of or related to this Agreement exceed the greater of: (a) the total net amount actually paid by you to Kernax in the thirty (30) days immediately preceding the event giving rise to liability, or (b) Fifty United States Dollars ($50.00 USD).

13. Acceptable Use Policy (AUP)

You agree not to use Kernax or its agents to:

• Develop, distribute, or optimize malware, ransomware, exploits, or automated cyber-attack tooling.
• Perform reverse engineering, decompilation, or prompt injection attacks against Kernax agent memory, local AST modules, or platform systems.
• Abuse Kernax APIs for automated bulk web scraping or training competing artificial intelligence systems.

14. Termination and Account Suspension

Kernax may terminate or suspend your access to the platform immediately, without prior notice, upon any material breach of this Agreement. Balances on accounts terminated for breach of acceptable use are forfeited and non-refundable.

15. Severability and Governing Law

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to reflect the parties' original intent to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.

16. Legal Notices, Contact and Jurisdiction

All legal inquiries and notices regarding this Agreement must be addressed to [email protected] or [email protected]. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the competent courts where Kernax maintains its corporate operations.