Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you, or the company you represent ("Customer," "you," or "your"), and KernelRun, Inc. ("KernelRun," "we," "our," or "us"), a Delaware corporation headquartered at 2100 Geng Road, Palo Alto, CA 94303. David Okonkwo serves as Chief Executive Officer and authorized signatory for KernelRun.
By creating an account, accessing the KernelRun platform, or using any of the Services (as defined below), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Services.
KernelRun reserves the right to modify these Terms at any time. We will notify you of material changes by sending an email to your registered account address at least 30 days before the modified Terms take effect. Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the changes.
KernelRun provides a cloud cost optimization platform for engineering teams (the "Services"). The Services include:
KernelRun reserves the right to modify, enhance, or discontinue any feature of the Services with reasonable notice to customers. Discontinuation of material features will be preceded by at least 90 days' notice to allow customers to make alternative arrangements.
To use the Services, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify KernelRun immediately at info@kernelrun.com if you suspect any unauthorized access to your account.
Each KernelRun account represents a single organization. You may create multiple user seats within your organization account under your subscription plan's seat limits. You may not share account credentials across organizations or use a single account to manage cloud infrastructure belonging to multiple legal entities without KernelRun's prior written consent.
KernelRun may suspend or terminate accounts that violate these Terms, provide false registration information, or engage in activity that threatens the security or availability of the Services.
The Services require read-only access to your cloud accounts via IAM roles (AWS), service accounts (GCP), or app registrations (Azure). By connecting your cloud accounts to KernelRun, you represent and warrant that:
KernelRun does not store long-term AWS access keys. All AWS access uses temporary credentials via IAM role assumption. For GCP and Azure, credentials are encrypted at rest and are accessible only to the KernelRun service components that require them for analysis. You may revoke KernelRun's access to your cloud accounts at any time by removing the IAM role, service account, or app registration from your cloud account configuration.
Schedule execution (the automated stopping and starting of instances based on your approved schedules) uses AWS Lambda functions deployed in your own AWS account. KernelRun's Lambda functions operate within your account's IAM policy boundaries. You control what actions the Lambda functions can take by configuring the IAM role attached to the Lambda execution environment.
KernelRun offers subscription plans as described on our Pricing page at kernelrun.com/price.html. All prices are in USD ($). Current plan tiers include a Starter plan, a Growth plan, and an Enterprise plan, with pricing based on monthly cloud spend under management or user seat count as specified on the Pricing page.
KernelRun offers a 30-day free trial for new accounts. During the trial period, you have access to all features of the Growth plan. No credit card is required to start a trial. After 30 days, you must subscribe to a paid plan to continue using the Services.
Paid subscriptions are billed monthly or annually in advance. Annual subscriptions are billed in full at the start of each annual term. Monthly subscriptions are billed on the same date each month. All payments are processed through Stripe. By providing payment information, you authorize KernelRun to charge your payment method for the subscription amount plus any applicable taxes.
If your payment method is declined or payment otherwise fails, KernelRun will notify you by email and retry the charge after 3 business days. If payment remains outstanding after a second retry, access to the Services may be suspended until payment is received. Accounts with outstanding balances more than 30 days past due may be subject to late fees of 1.5% per month on the unpaid balance.
You may upgrade your plan at any time. Upgrades take effect immediately, and you will be charged a prorated amount for the remainder of the current billing cycle. You may downgrade your plan at the end of the current billing cycle by notifying KernelRun at info@kernelrun.com at least 5 business days before renewal.
Monthly subscriptions: KernelRun does not provide refunds for partial months. If you cancel a monthly subscription, your access continues until the end of the current billing period. Annual subscriptions: KernelRun provides prorated refunds for annual subscription cancellations requested within 30 days of the annual renewal date. Refunds for cancellations requested after 30 days of an annual renewal date are at KernelRun's discretion. Trial periods: No charge is made during the trial period; there is nothing to refund.
Prices listed on the Pricing page do not include applicable taxes. KernelRun may be required to collect and remit sales tax, VAT, GST, or other transaction taxes in certain jurisdictions. Any such taxes will be added to your invoice and you are responsible for paying them.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:
KernelRun reserves the right to suspend access to the Services if we reasonably determine that your use violates these acceptable use terms, pending investigation. We will notify you of any such suspension by email and will work with you in good faith to resolve the underlying issue.
KernelRun retains all intellectual property rights in the Services, including the platform software, analysis models, recommendation algorithms, user interface, documentation, and any improvements or derivative works. These Terms do not grant you any ownership interest in the Services. KernelRun grants you a limited, non-exclusive, non-transferable license to access and use the Services solely for your internal business purposes during your subscription term.
You retain all intellectual property rights in your cloud infrastructure metadata, cost data, and other data you provide to KernelRun or that is collected from your cloud accounts in connection with the Services ("Customer Data"). You grant KernelRun a limited license to access, process, and store Customer Data solely for the purpose of providing the Services to you and as described in our Privacy Policy.
KernelRun may use anonymized, aggregated data derived from Customer Data — in a form that cannot reasonably be used to identify you or your organization — to improve the Services, develop new features, and publish industry research. No individual account data is shared with other customers or disclosed publicly in identifiable form.
KernelRun targets 99.5% monthly uptime availability for the Services, excluding scheduled maintenance windows announced at least 48 hours in advance and force majeure events. Scheduled maintenance is typically performed between 02:00 and 06:00 UTC on weekends.
If the Services experience downtime below the 99.5% monthly target in any calendar month due to causes within KernelRun's reasonable control, customers on paid plans may request a service credit equal to 5% of that month's subscription fee for each full percentage point of downtime below the 99.5% target, up to a maximum credit of 30% of that month's fee. Service credits must be requested within 30 days of the affected month by emailing info@kernelrun.com with the subject line "SLA Credit Request." Service credits are the sole remedy for service availability failures and do not affect KernelRun's other obligations under these Terms.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KERNELRUN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
KERNELRUN DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RECOMMENDATIONS AND OPTIMIZATION PROPOSALS GENERATED BY THE SERVICES WILL RESULT IN ANY SPECIFIC LEVEL OF COST SAVINGS; OR (D) THE RESULTS OF USING THE SERVICES WILL BE ACCURATE OR RELIABLE. ALL OPTIMIZATION PROPOSALS ARE RECOMMENDATIONS ONLY AND REQUIRE YOUR REVIEW AND APPROVAL BEFORE IMPLEMENTATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KERNELRUN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, EVEN IF KERNELRUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
KERNELRUN'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO KERNELRUN IN THE TWELVE MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500 USD).
THE LIMITATIONS IN THIS SECTION APPLY EVEN IF THE ABOVE LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless KernelRun and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party intellectual property or other rights; or (d) any data or content you submit to KernelRun that violates applicable law or these Terms.
These Terms are governed by the laws of the State of California, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows:
You may terminate your subscription at any time by notifying KernelRun at info@kernelrun.com. Upon termination, your access to the Services will continue until the end of the current billing period (for monthly subscriptions) or will cease immediately (for annual subscriptions where no prorated refund is applicable). Following termination, KernelRun will initiate deletion of your cloud metadata and utilization data within 30 days and will decommission any Lambda functions deployed in your AWS account as part of the scheduling execution feature.
KernelRun may terminate your subscription: (a) immediately if you materially breach these Terms and the breach remains uncured 14 days after written notice; (b) immediately if you violate the acceptable use provisions; (c) with 30 days' notice for any reason, with a prorated refund for unused subscription periods.
Upon termination, all licenses granted to you under these Terms will cease. Sections of these Terms that by their nature should survive termination (including sections on intellectual property, limitation of liability, indemnification, and governing law) shall survive termination.
Entire Agreement: These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and KernelRun with respect to the Services and supersede all prior agreements and understandings.
Severability: If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
Waiver: KernelRun's failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future.
Assignment: You may not assign these Terms or any rights hereunder without KernelRun's prior written consent. KernelRun may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees to be bound by these Terms.
Notices: Legal notices to KernelRun must be sent by email to info@kernelrun.com and by certified mail to KernelRun, Inc., 2100 Geng Road, Palo Alto, CA 94303. KernelRun may send notices to you at the email address associated with your account.
Contact: For questions about these Terms, contact KernelRun at info@kernelrun.com or by phone at +1 (650) 417-8263.