Legal

Terms of Service

These Terms govern your use of the Inyoke platform. They are a contract between you and Learnly Ventures Inc. Please read section 5 carefully — it sets out the calling and messaging obligations that rest with you rather than with us.

1. Agreement

These Terms of Service (the “Terms”) are entered into between Learnly Ventures Inc, a Delaware corporation trading as Inyoke (“Inyoke,” “we,” “us”), and the entity or person agreeing to them (“you,” “Customer”). By creating an account, accessing the platform, or placing a call or message through it, you accept these Terms. If you are accepting on behalf of an organisation, you represent that you are authorised to bind it.

These Terms incorporate the Acceptable Use Policy, the Privacy Policy and, where applicable, the Data Processing Addendum. Where a signed order form or master agreement exists between us, that document controls to the extent of any conflict.

2. The Services

Inyokeprovides a hosted customer relationship management platform for agencies, together with an outbound dialer, SMS campaign tooling, call recording and transcription, reporting, and related features we make generally available (the “Services”). We may add, change or withdraw features. Where a change materially reduces core functionality you are actively using, we will give reasonable advance notice.

The Services are made available on a subscription basis and are licensed, not sold. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription term.

3. Accounts, seats and access

  • Access is licensed per seat. A seat is for one named individual and may not be shared. You are responsible for all activity under your account and for the acts and omissions of your users.
  • Your administrators control who is invited, what role each user holds and what each role can see and do. Provisioning and de-provisioning users promptly is your responsibility, particularly when someone leaves your organisation.
  • You must keep credentials confidential and notify us promptly at support@inyoke.com if you suspect unauthorised access.
  • Accounts are for business use by users who are at least 18 years old. The Services are not offered to consumers for personal or household purposes.

4. Your data

As between the parties, you own all data you or your users submit to the Services, and all data generated on your behalf — including lead and contact records, notes, call recordings, transcripts, messages and reports (“Customer Data”). We claim no ownership of it.

You grant us a limited licence to host, copy, transmit, display and process Customer Data solely to provide, secure and support the Services, and as otherwise permitted by the Data Processing Addendum. We do not sell Customer Data, and we do not use it to train models that serve other customers. Where AI features process your data, they do so to produce output for you.

You are responsible for the accuracy and legality of Customer Data and for having the rights and permissions necessary for us to process it as contemplated by these Terms.

5. Calling, messaging and recording — your obligations

You are the caller and the sender of record for all voice and messaging traffic originated through your account. Inyoke supplies tooling; you decide who is contacted, when, and with what message. Compliance obligations attach to you. Specifically, you represent and warrant on an ongoing basis that:

  • Consent. You hold the consent required for each contact under the Telephone Consumer Protection Act and its implementing rules, and under any applicable state analogue — including prior express written consent where the traffic requires it — and you can evidence that consent on request.
  • Do-not-call. You scrub against the National Do Not Call Registry, applicable state registries, and your own internal do-not-call list, and you honour opt-out requests promptly and permanently.
  • Calling windows.You observe federal and state permitted calling hours based on the called party’s location.
  • Recording. Where you enable call recording, you obtain the consent and give the disclosures required in every relevant jurisdiction, including all-party-consent states. You determine what is recorded and for how long it is retained.
  • Caller identification. You transmit accurate caller identification and do not use caller ID in a manner intended to defraud, cause harm or wrongfully obtain anything of value.
  • Messaging. You register messaging campaigns accurately where registration is required, describe your traffic truthfully, honour STOP and other opt-out keywords, and follow applicable carrier and industry messaging guidelines.
  • Licensing. Where your business requires insurance producer licensing or other regulatory authorisation, you and your users hold it in each jurisdiction in which you operate.

The platform includes compliance features — do-not-call checking, calling-window enforcement, licence-scope checks and an audit trail of dial attempts. These are aids, configured by you and dependent on the data you supply. They are not legal advice, they do not guarantee compliance, and their presence does not shift any obligation in this section to us.

6. Acceptable use

Your use of the Services is subject to the Acceptable Use Policy, which is incorporated here. You must not use the Services to violate law, infringe rights, transmit malicious code, probe or circumvent our security or rate limits, resell access without authorisation, or reverse engineer the Services except to the extent that restriction is unenforceable.

7. Telephony terms

  • No emergency services. The Services are not a telephone service and do not support calls to 911 or any other emergency number. They must not be relied on to contact emergency services. Maintain an alternative means of doing so.
  • Numbers. Telephone numbers made available to you are licensed for the term and are not property you own, except where number portability rules provide otherwise. We may reassign a number that has been unused or that a carrier or regulator requires us to reclaim.
  • Delivery. Call completion and message delivery depend on carriers, filtering systems and other networks we do not control. We do not warrant that any call will connect or any message will be delivered, nor that traffic will not be blocked or labelled by a carrier or analytics provider.
  • Traffic conduct. We may throttle, block or suspend traffic that we or a carrier reasonably believe to be unlawful, fraudulent, abusive or in breach of the Acceptable Use Policy, and may act without prior notice where the traffic presents immediate risk.

8. Fees, billing and suspension

  • Fees are as set out in your order, plan or the billing page applicable to your account. Subscription fees are billed in advance; usage-based charges such as telephony and messaging are billed in arrears.
  • Unless stated otherwise, fees are non-refundable and exclusive of taxes. You are responsible for applicable taxes and for regulatory surcharges passed through by carriers.
  • Subscriptions renew automatically for successive terms unless cancelled before the renewal date. We may change pricing effective at your next renewal on reasonable notice.
  • If an amount is overdue, we may suspend access to paid functionality, including the dialer and messaging, after notice. Suspension for non-payment does not relieve you of accrued fees.

9. Third-party services

The Services interoperate with third parties, including carriers, quoting providers, spreadsheet and calendar services and AI providers. Those services are governed by their own terms, we do not control them, and we are not responsible for their acts or omissions. Where you direct us to connect an integration, you authorise the exchange of data that integration requires.

10. Confidentiality

Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law — in which case the receiving party will give notice where legally permitted.

11. Term and termination

  • These Terms apply for as long as you hold an account or use the Services.
  • Either party may terminate for material breach that remains uncured 30 days after written notice. We may suspend or terminate immediately for breach of section 5, breach of the Acceptable Use Policy, or where continued service would expose us or our carriers to legal or network risk.
  • On termination your right to access the Services ends. For 30 days afterwards we will make Customer Data available for export on request; after that we may delete it in accordance with our retention practices and the Data Processing Addendum. Export your data before you terminate.
  • Sections concerning Customer Data ownership, confidentiality, disclaimers, indemnification, limitation of liability, and governing law survive termination.

12. Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. We will provide the Services with reasonable skill and care.

Except as expressly stated, the Services are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted or error-free, that call or message delivery will succeed, or that use of the Services will cause you to be compliant with any law.

13. Indemnification

You will defend, indemnify and hold harmless Learnly Ventures Incand its officers, employees and agents from any third-party claim, and any resulting loss, arising from: your Customer Data; your calling, messaging or recording activity; your breach of section 5 or the Acceptable Use Policy; or your violation of law or of a third party’s rights. This expressly includes claims and regulatory proceedings under the TCPA, state telemarketing and do-not-call statutes, call recording statutes, and insurance advertising rules.

We will defend you against a third-party claim that the Services as provided by us infringe a US patent, copyright or trademark, and pay damages finally awarded, provided you notify us promptly, give us control of the defence and reasonably cooperate. This does not apply to claims arising from Customer Data, from your use in breach of these Terms, or from combination with anything not supplied by us.

14. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or exemplary damages, or for lost profits, revenue, goodwill or data, however caused and on any theory of liability.

Except for your payment obligations, your indemnity obligations under section 13, and either party’s breach of confidentiality, each party’s total aggregate liability arising out of or relating to these Terms is limited to the amounts you paid us for the Services in the twelve months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, in which case the limitations apply to the greatest extent permitted. These limits apply notwithstanding the failure of any limited remedy.

15. Changes to these Terms

We may update these Terms. For material changes we will give reasonable notice, by email or in the product, before they take effect. Continued use after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to stop using the Services and terminate. The current version is always at this URL, dated September 4, 2026.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of laws rules. The parties will attempt in good faith to resolve any dispute informally for 30 days after written notice. Any dispute not resolved will be brought exclusively in the state or federal courts located in Delaware, and each party consents to that jurisdiction and venue.

17. General

  • Assignment.Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets.
  • Notices. Notices to us go to support@inyoke.com and to the registered address below. Notices to you go to the email on your account.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
  • Severability and waiver. If a provision is unenforceable it is modified to the minimum extent necessary and the rest remains in effect. A failure to enforce is not a waiver.
  • Entire agreement. These Terms and the documents they incorporate are the entire agreement on this subject and supersede prior discussions. No independent contractor, partnership, employment or agency relationship is created.

18. Contact

Learnly Ventures Inc (DBA Inyoke)
251 Little Falls Drive
Wilmington, DE 19808
United States
support@inyoke.com

Last updated September 4, 2026.