Kernel Terms of Service for Authorized Customer Users

These Terms of Service (these “Terms of Service”) form a binding contract between you (“AUTHORIZED CUSTOMER USER, “you” or “your”) and HI, LLC, d/b/a Kernel (together with its subsidiaries, agents, employees, successors and assigns, “KERNEL,” “we,” “us”).

PLEASE CAREFULLY READ THESE TERMS OF SERVICE.  THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.  BY ACCESSING OR USING THE KERNEL TECHNOLOGY OR ANY DATA COLLECTED FROM THE KERNEL TECHNOLOGY, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AND YOU AGREE TO BE BOUND HEREBY. 

1. Definitions

1. “Customer” means the institution or other entity through which you are accessing or using the Kernel Technology. 
2. Kernel Technology” means, collectively all Kernel-issued products and KERNEL’s: website interface(s); proprietary platform referred to as the Kernel Cloud; user operating manual for the Kernel Cloud, the Kernel-issued products and/or software and any modifications to such documentation KERNEL may deliver to you from time to time; and proprietary software solution that facilitates the collection, storage and analysis of data from Kernel products and any KERNEL updates thereto.

2. Additional Terms

These Terms of Service are subject to the agreement (the “Underlying Agreement”) between KERNEL and the Customer for use of the Kernel Technology.  You have confidentiality and other obligations under the Underlying Agreement.  For more information about these obligations, please consult the Customer.  By using the Kernel Technology, you also consent to our collection, use, disclosure and other handling of personal information about you as set forth in our Privacy Policy.

3. Term Modification 

These Terms of Service will remain in force for as long as you use and/or access the Kernel Technology and Sections 6, 7 and 8 below will remain in force after the termination of these Terms of Service.   We may, in our sole discretion, suspend or terminate your Account (defined below) or your right to use the Kernel Technology at any time and without any notice to you if you violate any of these Terms of Service or you or Customer violate any terms of the Underlying Agreement. We may revise these Terms of Service from time to time in our sole discretion. If we do, we will post a revised version on https://docs.kernel.com and/or provide you notice of material changes as required by law.  Your continued use of the Kernel Technology after the effective date of such revised Terms of Service means that you accept and agree to the changes.

4. Kernel Account

To access and/or use the Kernel Technology, you are required to create a Kernel account (“Account”) and provide KERNEL personal information about yourself.  This information will be treated in accordance with our Privacy Policy.  You represent and warrant to KERNEL that all such information will remain true, accurate, current, and complete during your use of the Kernel Technology, and that you are authorized to provide such information.  You may not impersonate anyone to create an account, create or use an account for anyone else, or permit anyone else to use your Account.  You are solely responsible for maintaining the confidentiality of your log-in credentials and for all activities that occur through the use of your Account.  You agree to notify KERNEL immediately of any suspected unauthorized use. To the extent allowed by law, KERNEL is not liable for any losses by any party caused by unauthorized use of your Account.  

5. Intellectual Property 

1. Ownership. As between us, the Kernel Technology and all associated intellectual property rights are, and will remain, the property of KERNEL. Except as expressly stated in these Terms of Service, you are not granted any intellectual property rights in or to the Kernel Technology.   
2. License Grant. KERNEL grants you a personal, revocable, non-exclusive, non-transferable, limited right to use the Kernel Technology: (a) in accordance with these Terms of Service, KERNEL’s Acceptable Use Policy, and the Customer’s obligations under the Underlying Agreement; and (b) until you are no longer authorized to access the Kernel Technology on behalf of Customer.  You and Customer (not KERNEL) are responsible for ensuring that your use of the Kernel Technology is within the scope of your authority on behalf of Customer. Without limiting the foregoing, you shall not decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Kernel Technology, for any purpose; or modify, adapt, improve, or create any derivative work from the Kernel Technology.

6. Use Restrictions

1. You shall not violate any applicable laws, rules, or regulations in connection with your use of the Kernel Technology or any data collected through the use of the Kernel Technology; export, or re-export the Kernel Technology or any portion thereof in violation of U.S. law or any other applicable export control laws or regulations; only use the Kernel Technology to collect data from minors in accordance with applicable law including all regulations and local laws;  use the Kernel Technology for any other purpose not permitted by KERNEL hereunder, under the Underlying Agreement or under KERNEL’s Acceptable Use Policy; circumvent, disable, or tamper with any security-related components or protective measures applicable to the Kernel Technology or remove, alter or obscure any KERNEL proprietary notice; and/or refuse to accept or implement required updates or patches to the Kernel Technology.
2. You agree to abide by the rules and policies established from time to time by KERNEL, including, for example, KERNEL’s Acceptable Use Policy (as the same may be updated by us from time to time).
    
    WITHOUT LIMITING THE FOREGOING, YOUR USE OF KERNEL TECHNOLOGY IS INTENDED FOR INFORMATIONAL AND/OR INVESTIGATIONAL PURPOSES ONLY AND IS NOT INTENDED FOR USE IN CONNECTION WITH THE DIAGNOSIS, PREVENTION, TREATMENT, OR CURE OF ANY MEDICAL CONDITION. KERNEL DOES NOT ENDORSE ANY SUCH USAGE AND DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY SUCH USAGE. 

7. Confidentiality

As noted above, you are subject to Customer’s confidentiality obligations under the Underlying Agreement.   Without limiting the foregoing, you acknowledge and agree that you will not (i) use any confidential or proprietary information of KERNEL for any purpose other than those permitted under the Underlying Agreement, or (ii) disclose such information to any third parties.

8. Your Representations 

By using the Kernel Technology, you represent that: (a) you are authorized to access and use the Kernel Technology on behalf of Customer; and (b) your use of all data you collect in connection with your use of the Kernel Technology complies with all applicable law and the Underlying Agreement, KERNEL’s Acceptable Use Policy.  

10. Feedback 

In your discretion, you may provide KERNEL suggestions or other feedback, including for product or service offerings or improvements or new features (“Feedback”). You grant KERNEL a non-exclusive, perpetual, irrevocable, transferrable license to use Feedback and ideas generated therefrom without any restrictions, attribution, or compensation to you.

11. Governing Law.

These Terms will be governed by the laws governing the Underlying Agreement.