Terms of Service

Preamble

Wyra AI, Inc., a Delaware corporation with its principal office at 633 3rd Avenue, Suite 19F, New York, NY 10017 ("Wyra," "we," "us," or "our"), designs and operates a GTM Intelligence Layer platform called Wyra (the "Platform"), which combines AI-powered prospect enrichment, outreach intelligence, and autonomous multi-channel campaign execution across email, LinkedIn, and calling.

These Terms apply to any entity or person acting on behalf of an entity that has subscribed to the Platform and associated services, either online through wyra.ai, by completing a checkout, or by executing an Order Form with Wyra ("Customer" or "you").

By accepting these Terms, Customer also accepts Wyra's Privacy Policy, Cookie Policy, Data Processing Agreement (DPA), and Acceptable Use Policy, each incorporated by reference.

1. Definitions

Acceptable Use Policy: Wyra's policy governing permitted and prohibited uses of the Platform.
Agreement: these Terms, together with any applicable Order Form and all documents incorporated by reference.
Authorised Users: employees, contractors, and agents of Customer permitted to access the Platform.
Commitment Period: the minimum subscription term, being no less than six (6) months unless otherwise agreed.
Customer Data: all data, content, and information submitted, uploaded, or generated by Customer through the Platform.
Order Form: the document or checkout confirmation specifying subscription tier, pricing, Commitment Period, and Active Prospect volume.
Platform: Wyra's proprietary GTM Intelligence Layer SaaS application, including all AI agents, APIs, interfaces, and services.
Platform Outputs: AI-generated outreach ideas, offering frameworks, enrichment data, campaign content, and other outputs produced through Customer's use of the Platform.
Prospect Credits: the unit of consumption used for prospect enrichment and outreach execution within the Platform.
Subscription Fees: recurring fees payable by Customer for access to the Platform, exclusive of taxes.

2. Purpose of the Agreement

The purpose of this Agreement is to govern the provision and use of the Platform and associated services to Customer and its Authorised Users for their own internal business needs on a non-exclusive basis, as agreed and detailed in the applicable Order Form.

3. Description of the Platform

3.1 What Wyra Is. Wyra is a cloud-based GTM Intelligence Layer that helps technology companies, SaaS businesses, and system integrators identify outreach opportunities, build structured sales offerings, and execute autonomous multi-channel outreach across email, LinkedIn, and calling. Wyra accelerates go-to-market execution. It does not replace the judgment, relationships, or closing ability of your sales team. Wyra makes no guarantee of specific business outcomes, meetings booked, replies received, or pipeline generated.

3.2 LinkedIn Integration. The Platform offers optional integration with LinkedIn through Customer's own LinkedIn account credentials. LinkedIn actively monitors for automated activity. Despite Wyra's technical safeguards — including throttled connection request rates, randomised send timing, and session behaviour controls — LinkedIn may restrict, suspend, or permanently ban any account it identifies as engaging in automated or policy-violating behaviour. Wyra has no control over LinkedIn's enforcement decisions. Account restrictions imposed by LinkedIn do not constitute a breach by Wyra and do not entitle Customer to any refund, credit, or early termination. Where Customer connects a LinkedIn account, Wyra stores credentials encrypted using AES-256 encryption. Credentials are permanently deleted within 30 days of disconnection or termination.

3.3 Integrations and Third-Party Services. The Platform may include optional integrations with CRM systems, email infrastructure providers, calling platforms, and data enrichment tools. These services are governed by their own terms. Wyra is not liable for any disruption caused by third-party platform changes or enforcement actions. Customer's use of any third-party integration is at Customer's own risk.

Wyra reserves the right to update, enhance, suspend, or discontinue any part of the Platform at any time, with at least 30 days' advance notice for material changes during an active Commitment Period.

4. Access and Account Registration

Customer must register for a Wyra account and provide accurate, current, and complete information. Customer is solely responsible for maintaining the confidentiality of login credentials and for all activities under its account. Credentials must not be shared with anyone who is not an Authorised User.

Customer must be at least 18 years old and legally capable of entering into a binding agreement. If acting on behalf of a company, Customer must have authority to bind that entity.

Wyra reserves the right to suspend or terminate accounts used in violation of these Terms, for unlawful purposes, or in a manner that may harm the Platform, other users, or third parties.

5. Subscription Plans and Payment

5.1 Commercial Terms. All commercial terms — subscription tier, pricing, Active Prospect volumes, and Commitment Period — are set out in the applicable subscription plan or Order Form. All subscriptions are subject to a minimum Commitment Period. Customer's obligation to pay Subscription Fees continues for the full Commitment Period regardless of Platform use.

5.2 Billing and Renewals. All subscriptions are billed in advance. Payment is processed via Stripe for online subscriptions. Unless Customer provides written notice of non-renewal at least 30 days before the end of the then-current term, the subscription auto-renews at then-current pricing. Wyra will send a renewal reminder no less than 45 days before renewal. Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law). If payment is not received within 10 days of the due date, Wyra may suspend access without notice.

5.3 Prospect Credits. Prospect Credits are allocated monthly. Unused included credits roll over for up to 12 months while the subscription remains active. Credits do not roll over on cancellation or downgrade.

5.4 Taxes. Customer is responsible for all applicable taxes, duties, and assessments (excluding taxes on Wyra's net income).

5.5 Billing Disputes. Customer must notify Wyra of any billing dispute within 10 days of the invoice date at billing@wyra.ai. Customer agrees not to initiate chargebacks for fees properly charged. A chargeback initiated without prior good-faith resolution constitutes a material breach.

6. Refunds and Cancellation

All Subscription Fees are non-refundable except:

Wyra materially fails to deliver the Platform as described and fails to cure that failure within 30 days of Customer's written notice — remedy is a pro-rata refund of prepaid fees for the uncured period only.
Customer cancels within 7 days of the Effective Date and has not used the Platform to execute any outreach campaigns — Wyra will refund the first month's Subscription Fee only.

There are no refunds for partial use, plan downgrades, periods of inactivity, or early cancellation within a Commitment Period. Customer may cancel at any time by emailing support@wyra.ai. Cancellation takes effect at the end of the then-current term or Commitment Period. Customer remains liable for all Subscription Fees through the end of the Commitment Period.

7. Licence and Use Restrictions

7.1 Licence Grant. Subject to payment and compliance with these Terms, Wyra grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the subscription term solely for Customer's internal business purposes.

7.2 Restrictions. Customer shall not:

Resell, sublicense, or make the Platform available to persons other than Authorised Users.
Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Platform.
Use the Platform to build a competing product or service.
Use automated scripts, bots, or crawlers to circumvent rate limits.
Remove or alter any proprietary notices or branding on the Platform.
Share account credentials or permit access by non-Authorised Users.
Use the Platform for any unlawful, fraudulent, or malicious purpose.
Introduce malicious code, viruses, or malware into the Platform.

7.3 Prohibited Industries. The Platform may not be used for: illegal gambling; unlicensed financial services; adult or sexually explicit content; multi-level marketing; political campaigns without prior written approval; or healthcare services involving regulated data without Wyra's written authorisation.

8. Customer Obligations and Compliance

8.1 Compliance with Law. Customer is solely responsible for ensuring all Platform use complies with applicable law, including CAN-SPAM, GDPR, CCPA/CPRA, CASL, applicable telemarketing regulations, and LinkedIn's User Agreement.

8.2 Data Lawfulness. Customer represents and warrants that all Customer Data has been lawfully obtained and that Customer has all necessary rights, consents, and legal bases to use such data for outreach purposes. Customer shall indemnify Wyra against claims arising from failure to comply with this warranty.

8.3 Acceptable Use. Customer shall not use the Platform to engage in or facilitate: illegal or fraudulent activity; spam and abuse; malicious code or attacks; intellectual property infringement; privacy violations; impersonation; or resource abuse. Violations may be reported to abuse@wyra.ai. Wyra may suspend or terminate access for violations with or without notice.

9. Intellectual Property

9.1 Wyra's Intellectual Property. All rights in and to the Platform — including AI models, algorithms, agents, interfaces, software code, features, and documentation — are and remain the exclusive property of Wyra AI, Inc. Nothing in these Terms transfers any ownership to Customer.

9.2 Customer Data. Customer retains all rights in Customer Data. Customer grants Wyra a limited licence to process Customer Data solely to deliver the Platform services. Wyra does not use Customer Data to train foundation AI models.

9.3 Platform Outputs. Platform Outputs may be used by Customer for internal business purposes. Wyra retains all rights to the underlying generation methodology.

9.4 Feedback and Aggregated Data. If Customer provides feedback, Wyra may use it freely to improve the Platform. Wyra may use aggregated, anonymised data derived from Platform use to improve performance, provided such use does not identify Customer or any individual.

10. Data Protection

The processing of personal data by Wyra on Customer's behalf is governed by Wyra's Data Processing Agreement (DPA) at wyra.ai/dpa, incorporated by reference. Customer is the Data Controller; Wyra is the Data Processor. In the event of conflict between these Terms and the DPA on data processing matters, the DPA governs.

11. User Data and Privacy

Upon termination, Customer Data is available for export for 30 days, after which Wyra will permanently delete it within a further 30 days. Customer is solely responsible for exporting data before account closure.

Wyra AI, Inc. does not sell or share personal information as defined under CCPA/CPRA. See the Privacy Policy at wyra.ai/privacy for full California resident rights.

12. Service Levels and Support

12.1 Availability. Wyra targets high Platform availability but does not guarantee uninterrupted service. Unless expressly agreed in an Enterprise agreement, Wyra does not provide service credits or compensation for downtime.

12.2 Support Response Times:

Critical (platform unavailable, data loss risk): response within 4 business hours.
High (major feature malfunction): response within 24 business hours.
Normal (general questions, minor bugs): response within 48 business hours.
Low (feature requests, documentation): response within 5 business days.

Business hours are Monday–Friday, 9:00 AM–6:00 PM Eastern Time, excluding US federal holidays.

13. API Usage

API access is governed by these Terms and Wyra's API documentation. API requests are subject to rate limiting based on subscription tier. Customer is responsible for maintaining the confidentiality of API keys.

Wyra will provide at least 90 days' advance notice before deprecating material API functionality.

14. Termination and Suspension

14.1 Termination for Cause. Either party may terminate upon written notice if the other materially breaches these Terms and fails to cure within 30 days. Wyra may additionally suspend or terminate immediately and without notice for: (a) violation of Section 8.3; (b) conduct creating material legal or reputational risk; or (c) Customer insolvency.

14.2 Platform Discontinuation. Wyra will provide at least 30 days' advance notice of full Platform discontinuation, with a pro-rata refund of prepaid fees for the unused subscription period.

14.3 Effect of Termination. Upon termination: all licences cease; Customer remains liable for fees through the Commitment Period; Customer Data is available for export for 30 days then permanently deleted.

14.4 Survival. Sections 1, 5 (amounts due), 9, 15, 17, 18, 19, 21.1, and all provisions that by their nature should survive, survive termination.

15. Confidentiality

Each party shall protect the other's confidential information using at least the same degree of care it uses for its own confidential information of similar sensitivity. Each party shall use confidential information solely for the purpose of performing obligations under these Terms and shall not disclose it to any third party without prior written consent.

Confidentiality obligations do not apply to information that is publicly available, was already known to the receiving party, is received from a third party without breach, or is independently developed without use of confidential information.

Confidentiality obligations survive termination for five (5) years for general confidential information and indefinitely for trade secrets.

16. Copyright and Abuse Reporting

To report copyright infringement, submit written notice to legal@wyra.ai including: signature of the copyright owner's authorised representative; description of the copyrighted work; location of the infringing material; your contact information; a good-faith belief statement; and a statement under penalty of perjury that the information is accurate.

To report abuse or misconduct, contact abuse@wyra.ai with a description of the incident, date and time, account information, and supporting evidence.

17. Disclaimers and No Warranties

To the maximum extent permitted by law, the Platform is provided on an 'as-is,' 'as-available,' and 'with all faults' basis. Wyra expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

No outcome guarantee. Wyra does not guarantee any specific number of meetings booked, replies received, leads generated, or pipeline value created. Outreach results depend on factors outside Wyra's control, including market conditions, prospect responsiveness, ICP accuracy, copy effectiveness, and Customer's own sales process. All Platform Outputs are provided on an 'as-is' basis.

18. Limitation of Liability

To the maximum extent permitted by law, in no event shall Wyra AI, Inc. be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including loss of revenue, profits, business, goodwill, or data; business interruption; or cost of substitute services.

Wyra's total aggregate liability to Customer shall not exceed the total Subscription Fees actually paid by Customer to Wyra in the three (3) months immediately preceding the event giving rise to the claim.

Wyra has no liability for: (a) LinkedIn account restrictions; (b) loss arising from Customer's failure to comply with applicable law or third-party platform terms; (c) reliance on AI-generated outputs or third-party enrichment data; or (d) loss arising from Customer's failure to export data before account closure.

Class Action Waiver. Each party waives any right to a trial by jury and any right to participate as a plaintiff or class member in any class action or representative proceeding arising out of or related to these Terms.

19. Indemnification

Customer shall indemnify, defend, and hold harmless Wyra AI, Inc. from and against any third-party claims arising out of: (a) Customer's breach of any representation, warranty, or obligation; (b) Customer's violation of applicable law; (c) Customer Data infringing any third party's intellectual property or privacy rights; (d) any outreach communications sent through the Platform; or (e) Customer's misuse of any third-party integrations.

Wyra shall indemnify Customer from any third-party claim that the Platform — as delivered by Wyra and used in accordance with these Terms — infringes that third party's intellectual property rights, provided Customer: (a) gives Wyra prompt written notice; (b) grants Wyra sole control of the defence; and (c) cooperates reasonably. This indemnity does not apply where infringement arises from Customer's modification or use outside the scope of these Terms.

20. Amendments

Wyra may update or revise these Terms at any time. For material changes, Wyra will provide at least 30 days' notice via email or in-Platform notification. Customer's continued use after the effective date constitutes acceptance. The most current version is always available at wyra.ai/terms.

21. Miscellaneous

21.1 Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. Disputes shall first be subject to good-faith negotiation for 30 days. If unresolved, disputes shall be submitted to binding arbitration under AAA Commercial Arbitration Rules, with a single arbitrator in Wilmington, Delaware. Jury Trial Waiver: both parties waive any right to a trial by jury.

21.2 Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement between the parties. In the event of conflict: (1) the DPA governs personal data processing; (2) the Order Form governs commercial terms; (3) these Terms govern all other matters.

21.3 No Waiver. Any failure or delay by Wyra to exercise any right shall not constitute a waiver.

21.4 Assignment. Customer may not assign these Terms without Wyra's prior written consent. Wyra may assign without restriction in connection with a merger, acquisition, or asset sale.

21.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary. All other provisions remain in effect.

21.6 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, including acts of God, pandemic, war, government actions, or failures of third-party infrastructure.

21.7 Independent Contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

21.8 Trade References. Wyra may identify Customer by name and display Customer's logo in marketing materials from the date Customer accepts these Terms. Customer may withdraw this authorisation at any time by written notice to legal@wyra.ai; Wyra will cease new use within 30 days.

21.9 Limitation on Claims. Any claim arising out of these Terms must be filed within one (1) year after such claim accrues.

21.10 Export Control. Customer warrants it is not located in any jurisdiction subject to US government trade embargoes and is not listed on any US government restricted-party list including the OFAC SDN List or BIS Entity List.

Contact

Wyra AI, Inc. — 633 3rd Avenue, Suite 19F, New York, NY 10017

Legal: legal@wyra.ai | Support: support@wyra.ai | Billing: billing@wyra.ai | Privacy: privacy@wyra.ai

Wyra aims to respond to all legal enquiries within five (5) business days.