Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Kerne Protocol website at kerne.fi, the Kerne Protocol decentralized application at app.kerne.fi, and all related smart contracts, tools, and services (collectively, the "Service") provided by Kerne Labs ("Kerne Protocol," "we," "us," or "our").

Please read these Terms carefully before using the Service. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

These Terms contain important provisions including a binding arbitration clause, class action waiver, limitations on liability, and token forfeiture disclosures. Please review them carefully.

1. Acceptance of Terms

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to this page. Your continued use of the Service after any changes constitutes acceptance of the revised Terms.

2. Description of Service

Kerne Protocol is a decentralized finance (DeFi) protocol that provides yield infrastructure built on delta-neutral strategies. The Service may include, but is not limited to, the following features and mechanisms:

• Vault deposits and withdrawals: Users may deposit supported crypto assets into the protocol's smart contracts and subsequently withdraw them, subject to applicable fees (see Section 7: Fees), cooldown periods, available liquidity, and any other withdrawal procedures implemented by the protocol. Withdrawals are not instant and may require multiple steps and waiting periods. Assets remain subject to market risk at all times, including during any cooldown or processing period.
• kUSD: kUSD is a synthetic dollar token issued by the protocol. kUSD is not a stablecoin guarantee and may trade above or below its intended peg. The mechanisms that support the kUSD peg, including the Peg Stability Module (PSM), may not function as expected under all market conditions and are subject to liquidity constraints and protocol parameters.
• Yield generation: The protocol may generate yield through various strategies, which may change over time. Yield is not guaranteed and may be zero or negative. Past performance is not indicative of future results. Users should not expect any particular rate of return.
• Cross-chain functionality: The Service may facilitate asset transfers across blockchain networks via third-party bridge protocols not controlled by Kerne. Cross-chain operations carry additional risks (see Section 5: Risks) and are irreversible once initiated.

The Service includes the web interface, smart contracts deployed on supported blockchain networks (primarily Base), API endpoints, documentation, and related tooling. The features, parameters, and mechanisms described above are subject to change at any time through protocol governance or administrative action.

3. Eligibility

To use the Service, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater.
• Have the legal capacity to enter into a binding agreement.
• Not be a resident of, or located in, any jurisdiction where the use of the Service would be prohibited or restricted by law. Access to the Service is restricted from the following jurisdictions: Cuba, Iran, North Korea, Syria, Russia, Belarus, Myanmar, Venezuela, Sudan, Somalia, Yemen, Libya, South Sudan, Zimbabwe, Central African Republic, Democratic Republic of Congo, Lebanon, Iraq, Afghanistan, and certain regions within Ukraine. This list may be updated at any time.
• Not be listed on any government sanctions list or designated as a prohibited or restricted party by the United States (OFAC), European Union, United Nations, or any other applicable authority.

Access restrictions are enforced at the infrastructure level. Circumvention of these restrictions (including through the use of VPNs, proxies, or other means) constitutes a violation of these Terms. We reserve the right to restrict access to the Service from any jurisdiction at any time.

4. User Responsibilities

As a user of the Service, you agree to:

• Wallet Security: You are solely responsible for the security of your wallet, private keys, and seed phrases. We do not have access to your private keys and cannot recover lost or stolen funds.
• Transaction Verification: You are responsible for reviewing and verifying all transaction details before confirming any blockchain transaction. Blockchain transactions are irreversible once confirmed.
• Compliance: You are responsible for determining whether your use of the Service complies with the laws and regulations of your jurisdiction, including tax obligations arising from yield earned, token conversions, or rewards received.
• Lawful Use: You agree not to use the Service for any unlawful purpose, including but not limited to money laundering, terrorist financing, fraud, or market manipulation.
• No Interference: You agree not to interfere with or disrupt the integrity or performance of the Service, including attempting to exploit smart contract vulnerabilities outside of authorized security audits or our Bug Bounty Program.

5. Risks

The use of DeFi protocols involves significant risks. By using the Service, you acknowledge and accept the following risks:

Smart Contract Risk

The Service relies on smart contracts deployed on public blockchains. Despite security audits and testing, smart contracts may contain bugs, vulnerabilities, or errors that could result in the loss of funds. Smart contract risk is inherent to all blockchain-based protocols.

Market Risk

The value of crypto assets, including kUSD, may fluctuate significantly. While the protocol employs delta-neutral strategies designed to minimize directional market exposure, no strategy can eliminate all market risk. Funding rates may turn negative, leading to periods of reduced or negative yield. kUSD is a synthetic asset and is not FDIC-insured, not backed by any government or central bank, and may trade below or above its intended $1 value. The mechanisms designed to maintain kUSD's peg (including the Peg Stability Module and vault collateralization) may fail under extreme conditions.

Regulatory Risk

The regulatory landscape for DeFi and crypto assets is evolving and uncertain. Changes in law or regulation may adversely affect the Service, restrict your ability to use the Service, or require us to modify or discontinue certain features. You are solely responsible for understanding and complying with the laws of your jurisdiction.

Counterparty & Off-Chain Risk

The protocol interacts with third-party services including decentralized exchanges, centralized exchanges, oracles, and other protocols. A portion of vault assets may be held off-chain on centralized exchanges for hedging operations. Off-chain asset balances are reported by a trusted strategist role and are not independently verifiable on-chain by users. Centralized exchange failures, hacks, regulatory actions, or insolvency could result in partial or total loss of off-chain assets. Failures, exploits, or insolvency of any third party may result in losses.

Liquidity Risk

Under certain market conditions, there may be insufficient liquidity to process withdrawals immediately. The mandatory withdrawal cooldown period (currently 7 days) means your assets remain locked and exposed to market risk during this period. Withdrawal claims may fail if the vault lacks sufficient on-chain liquidity at the time of claim.

Oracle Risk

The protocol relies on external price oracles (including Pyth Network and Chainlink) for asset pricing, collateral ratio calculations, and PSM operations. Oracle failures, manipulation, or delivery of stale or inaccurate data could result in incorrect pricing, improper protocol behavior, or halted operations. Circuit breaker mechanisms may automatically pause certain functions during oracle anomalies, temporarily preventing swaps or other operations.

Cross-Chain Risk

Cross-chain operations are facilitated by third-party bridge protocols not controlled by Kerne. Cross-chain transactions are irreversible once initiated. Bridge failures, exploits, or delays may result in loss or temporary unavailability of assets. Gas estimates for cross-chain operations may be inaccurate. You assume all risks associated with cross-chain operations.

Circuit Breaker & Pause Risk

The vault may be automatically paused by smart contract logic if collateral ratios fall below safety thresholds. During a pause, all deposits, withdrawal requests, and withdrawal claims are suspended. Protocol administrators have emergency powers to halt operations and manage vault assets during adverse events. Resumption of operations requires both collateral recovery and administrative action. Your assets may be temporarily inaccessible during circuit breaker events.

Insurance Fund

The protocol maintains an insurance fund to provide partial coverage for certain adverse events. The insurance fund is protocol-controlled; users have no individual right to submit claims. The fund may be insufficient to cover all losses. Claims are subject to per-event caps and cooldown periods. The existence of the insurance fund does not constitute a guarantee, warranty, or insurance product within the meaning of any applicable law. Insurance fund parameters may be modified by governance at any time.

Slippage & MEV Risk

Transactions may be subject to slippage, front-running, sandwich attacks, and other forms of maximal extractable value (MEV) extraction. The protocol is not responsible for losses due to price movement between transaction submission and execution.

Technology Risk

The underlying blockchain networks may experience congestion, forks, or outages. These events are outside our control and may affect the availability or performance of the Service.

6. Token Terms

The protocol involves several digital tokens. By interacting with these tokens, you acknowledge and agree to the following:

KERNE Token

KERNE is a governance and utility token. The current on-chain supply is 100,000,000 KERNE. Mint authority is held exclusively by the Kerne 2-of-3 multisig through the contract's DEFAULT_ADMIN_ROLE, which means any future increase in supply requires multisig approval; no MINTER_ROLE is presently granted to any address. Kerne Labs has publicly committed not to grant MINTER_ROLE outside the multisig without thirty days of public notice. KERNE may be used for governance voting and other protocol functions. KERNE is burnable and may be paused by protocol administrators. The full deployed-source disclosure is published at /security/kerne-token-disclosure.

esKERNE (Escrowed KERNE)

esKERNE is a non-transferable (soulbound) escrowed token that vests linearly over 365 days from the time of minting. esKERNE cannot be sold, transferred, or traded on any market.

Forfeiture Warning: If you withdraw your assets from KerneVault, ALL unvested esKERNE in your possession will be permanently and irreversibly forfeited. Forfeited esKERNE is redistributed pro-rata to remaining esKERNE holders. This forfeiture is automatic, executed by smart contract logic, and cannot be reversed.

After the full 365-day vesting period, esKERNE may be converted to liquid KERNE at a 1:1 ratio, subject to the contract holding sufficient KERNE. By receiving esKERNE, you acknowledge and accept the risk of total forfeiture of unvested tokens upon withdrawal from the vault.

kUSD

kUSD is a synthetic dollar token backed by vault collateral. kUSD is not a stablecoin guaranteed to maintain a $1 value. kUSD may only be minted by authorized protocol contracts. kUSD may be burned by any holder.

veKERNE (Voting Escrow)

veKERNE is an ERC-721 (NFT) token representing locked KERNE for governance purposes. Locking KERNE for veKERNE is voluntary and may involve lock periods of up to 4 years. Locked KERNE cannot be withdrawn until the lock period expires. Voting power decays linearly over the lock period.

Token Disclaimers

KERNE, esKERNE, kUSD, veKERNE, and Opal Fragments are utility and governance instruments. They are not securities, investment contracts, or financial instruments.

• Token holders have no equity, ownership, dividend, or revenue rights in Kerne Labs or any affiliated entity.
• There is no expectation of profit solely from the efforts of others. Any yield generated by the protocol is a function of market conditions, not guaranteed returns.
• There is no guarantee of value, liquidity, or listing on any exchange. Tokens may have zero monetary value.
• The protocol makes no promises regarding token value appreciation.

7. Fees

The following fees may apply to your use of the Service:

• Deposit Fee: A fee of 0.05% (5 basis points) is deducted from deposited assets before vault shares are calculated. This fee is hard-capped at 1% (100 basis points) by smart contract logic.
• Performance Fee: A fee is taken from gross yield, tiered by total value locked (TVL): 0% at $0-$100k TVL, 5% at $100k-$1M TVL, and 10% at $1M+ TVL. Performance fees reduce net yield received by depositors.
• PSM Swap Fees: Fees may apply when swapping between USDC and kUSD through the Peg Stability Module. Swap fee rates are configurable per stablecoin pair.
• Blockchain Gas Fees: All blockchain transactions require gas fees paid to network validators. These fees are not collected by Kerne and are outside our control.

Fee rates may be modified by protocol governance within the limits set by smart contract logic. Current fee rates are displayed in the application interface. All fees are non-refundable.

8. Programs

Referral Program

The protocol may offer a referral program allowing users to refer others. The following terms apply:

• Referral relationships are recorded on-chain, are permanent, and cannot be changed once established.
• Each wallet may have only one referrer (first-referrer-wins).
• Each referrer is limited to a maximum of 10 referrals to prevent abuse.
• Self-referral is prohibited.
• Referrers may receive bonus yield from referee activity. Current rates are displayed in the application and are subject to change.

Kerne reserves the right to modify, suspend, or terminate the referral program and adjust bonus rates at any time without notice. Referral rewards are not guaranteed.

Opal Rewards Program

The protocol may offer an Opal Rewards program in which users earn "Opal Fragments" based on vault deposits, deposit duration, and other criteria. The following terms apply:

• Opal Fragments have no monetary value and are not tokens on any blockchain.
• Fragment balances are maintained off-chain by the protocol and are not independently verifiable on a public blockchain.
• Fragments may convert to KERNE tokens at a Token Generation Event (TGE), but no TGE is guaranteed to occur. If a TGE does occur, the conversion rate is determined by Kerne at its sole discretion.
• Fragments cannot be transferred, sold, assigned, or redeemed for cash or other consideration.
• Fragment balances may be adjusted or reset by Kerne at its discretion to address errors, abuse, or program changes.

Kerne reserves the right to modify, suspend, or terminate the Opal Rewards program at any time without notice.

9. Non-Custodial Nature

Kerne Protocol is a non-custodial protocol. We do not take custody of your assets at any point. All interactions with the protocol occur through self-executing smart contracts on public blockchains. You retain full control of your wallet and assets at all times.

We do not have the ability to freeze, reverse, or modify blockchain transactions. We cannot recover funds sent to incorrect addresses or lost due to compromised private keys.

10. Intellectual Property

The Service and its original content (excluding user-generated content), features, and functionality are and will remain the exclusive property of Kerne Labs and its licensors. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws.

"Kerne," "Kerne Protocol," "kUSD," the Kerne logo, and other marks are trademarks of Kerne Labs. You may not use these marks without our prior written consent.

Certain components of the protocol may be released under open-source licenses. Such components are governed by their respective license terms.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• Kerne Labs, its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, digital assets, or other intangible losses.
• Our total aggregate liability for all claims arising out of or relating to the Service shall not exceed the greater of (a) the amount you paid to us in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100).
• We shall not be liable for any loss or damage arising from your failure to maintain the security of your wallet or private keys.
• We shall not be liable for any loss or damage arising from the actions of third-party protocols, exchanges, bridges, oracles, or services that interact with the Service.
• We shall not be liable for any loss resulting from esKERNE forfeiture, withdrawal cooldown periods, vault pauses, circuit breaker activations, oracle failures, or cross-chain operations.
• We shall not be liable for any loss resulting from price volatility, slippage, front-running, MEV extraction, or market conditions.

12. Disclaimers

The Service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied.

• We do not warrant that the Service will be uninterrupted, secure, or error-free.
• We do not warrant the accuracy, reliability, or completeness of any information provided through the Service, including yield rates, APY figures, projected returns, or fragment balances.
• Past performance of the protocol, including historical yield data and backtest results, is not indicative of future results.
• Nothing in the Service constitutes financial, investment, legal, or tax advice. You should consult with qualified professionals before making any financial decisions.
• We disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13. Indemnification

You agree to indemnify, defend, and hold harmless Kerne Labs, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from:

• Your use of or access to the Service.
• Your violation of these Terms.
• Your violation of any third-party rights, including intellectual property rights.
• Any claim that your use of the Service caused damage to a third party.
• Your failure to comply with applicable laws and regulations.

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the applicable jurisdiction, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be submitted to binding arbitration in accordance with the rules of a recognized arbitration institution.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a plaintiff or class member in any class, collective, or representative action. No arbitration shall be combined with another without the consent of all parties.

Jury Trial Waiver: Both you and Kerne Labs waive any right to a jury trial in any proceeding arising from or related to these Terms or the Service.

Any claim arising from or related to these Terms or the Service must be filed within one (1) year after the claim accrues. After one year, the claim is permanently barred.

15. Termination

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason, including but not limited to a breach of these Terms.

Upon termination, your right to use the Service will immediately cease. However, because the protocol operates on public blockchains, you will retain the ability to interact directly with the smart contracts independently of our web interface, subject to the immutable rules encoded in those contracts.

All provisions of these Terms which by their nature should survive termination shall survive, including risk acknowledgments, token terms, ownership provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.

16. Modifications to the Service

We reserve the right to modify, suspend, or discontinue the Service (or any part or feature thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

Smart contracts deployed on blockchains may be immutable. Any modifications to protocol functionality may require deploying new smart contracts and migrating user positions, which will be communicated in advance when feasible.

17. General Provisions

Force Majeure: Kerne Labs shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, epidemics, pandemics, government actions, internet or telecommunications failures, blockchain network failures, oracle outages, or exchange failures.

Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to any third party without your consent. These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns.

No Agency: No agency, partnership, joint venture, or employment relationship is created by these Terms. You are an independent user and not an employee, agent, or representative of Kerne Labs.

Waiver: The failure of Kerne Labs to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.

Electronic Acceptance: By accessing or using the Service, you agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature.

18. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

19. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and Kerne Labs regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral.

20. Contact Information

If you have any questions about these Terms of Service, please contact us: