Last Update: July 09, 2024

Terms of Service

Welcome to the WORKPLACE21, Inc. (“WP21” or “our”) website located at https://wp21.com/, https://heyvicky.com,  or any successor site(s) (the “Site”). Please carefully read these Terms of Service (the “Terms”) and our Privacy Policy located at www.heyvicky.com/privacy (“Privacy Policy”) because they govern your use of our Site and our technology services accessible via our Site (collectively called the “Services”).

  1. Agreement to Terms.

By accessing and using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

  1. Privacy Policy.

Please refer to our Privacy Policy for information on how we collect, use, and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND WP21 THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

  1. Changes to Terms or Services.

We may update the Terms at any time in our sole discretion. If we update the Terms, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the updated Terms before you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 15(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  1. Who May Use the Services?

(a) Eligibility.

You may use the Services only if you are 18 years or older and capable of forming a binding contract with WP21 and are not barred from using the Services under applicable law.

(b) Registration and Your Information.

If you want to use certain features of the Services, you’ll have to create an account (“Account”). Your Account is personal to you, and you may use the same Account to access programs that may be offered by your employer via our Services and other Services we may offer now or in the future.

(c) Linking to Third-Party Services.

We may allow you to link your Account to accounts you have with third-party services, such as email or Slack (“Third-Party Services”). Certain features and functionality of the Services may require access to such Third-Party Services or may be improved by connecting with additional Third-Party Accounts. By granting us access to your Third-Party Services, you understand and agree that we may process content and data, including your communications, on those Third-Party Services, solely for the purpose of providing and improving the Services. You represent and warrant that you have all rights required to provide us access to any Third-Party Services that you link to your Services and that doing so will not violate any agreement between you and the entity that offers the applicable Third-Party Services. Any Third-Party Services you use are governed by the terms between you and the provider of the Third-Party Services.

(d) Artificial Intelligence Services. 

Some of our Services rely on third-party artificial intelligence services (“AI Services”), your use of which is subject to additional sharing and publicity policies. Artificial intelligence is an evolving technology, and the AI Services may not be accurate, error-free, or reliable, and may produce “hallucinations.” You should not rely on the AI Services in place of a professional, and you should confirm the accuracy of the AI Services results.  WP21 makes no representation that the AI Services will be error-free, accurate, or suitable for the purposes you may elect to use them, and the AI Services are provided as-is without warranty. 

(e) Accuracy of Account Information.

It’s important that you provide us with accurate, complete, and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete, and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

  1. Feedback.

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at communications@heyvicky.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

  1. Content Ownership, Responsibility and Removal.

(a) Our Content Ownership. 

WP21 and its licensors exclusively own all right, title and interest in and to the Services and the content we make available via the Services (“Our Content”), including all associated intellectual property rights. You acknowledge that the Services and Our Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

(b) User Content. 

WP21 does not claim any ownership rights in any data or other content you upload to the Services, including derivatives in that data or content resulting from your use of the Services (the “User Content”), and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. 

(i) Some of the Services, e.g. Vicky, allow you to provide input (“Input”) and receive output from the Services based on that Input (“Output”). Input and Output are included in the definition of User Content. As between you and WP21, and to the extent permitted by applicable law, you retain all ownership rights in Input and own all Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

(ii) You acknowledge that due to the nature of some of our Services and artificial intelligence or machine learning generally, Output may not be unique, and other users may receive similar content from the Services. Responses that are requested by and generated for other users are not considered your Output. Our assignment of Output above does not extent to other users’ output or any content delivered as party of a third-party offering. Additionally, due to the evolving technology underlying such Services, you should review the Outputs for accuracy, bias, tone, context, and other potential errors as necessary prior to sharing or making public those Outputs or your User Content in which the Outputs are included. 

(c) Our Obligations for User Content. 

WP21 will process and store User Content in accordance with our Privacy Policy commitments. We will only use your User Content as necessary to provide you with the Services, comply with applicable law, enforce these Terms, and enforce our policies or those of our third-party service providers. We will not use User Content to develop or improve the Services.

(d) Rights in User Content Granted by You.

By making any User Content available through the Services you hereby grant to WP21 a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify (for formatting purposes only), distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services and Content to you and to other Account holders.

(e) Your Responsibility for User Content.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content through the Services, nor any use of your User Content by WP21 on or through the Services will infringe, misappropriate, or violate a third party’s intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(f) Removal of User Content.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(g) Rights in Content Granted by WP21.

Subject to your compliance with these Terms, WP21 grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to access and use Our Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

  1. General Prohibitions and WP21’s Enforcement Rights.

You agree not to do any of the following:

(a) Post, upload, publish, submit, transmit, or grant us access to any User Content that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b) Use, display, mirror, or frame the Services or any individual element within the Services, WP21’s name, any WP21 trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without WP21’s express written consent;

(c) Access, tamper with, or use non-public areas of the Services, WP21’s computer systems, or the technical delivery systems of WP21’s providers;

(d) Attempt to probe, scan, or test the vulnerability of any WP21 system or network or breach any security or authentication measures;

(e) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by WP21 or any of WP21’s providers or any other third party (including another user) to protect the Services or Our Content;

(f) Attempt to access or search the Services or Our Content or download Our Content from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by WP21 or other generally available third-party web browsers;

(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;

(h) Use any meta tags or other hidden text or metadata utilizing a WP21 trademark, logo, URL, or product name without WP21’s express written consent;

(i) Use the Services or Our Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Our Content to send altered, deceptive or false source-identifying information;

(k) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services or Our Content;

(l) Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

(m) Collect or store any personally identifiable information from the Services of other users of the Services without their express permission;

(n) Impersonate or misrepresent your affiliation with any person or entity;

(o) Violate any applicable law or regulation; or

(p) Encourage or enable any other individual to do any of the foregoing. 

Although we’re not obligated to monitor access to or use of the Services or User Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of Our Content or User Content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  1. DMCA/Copyright Policy.

WP21 respects copyright law and expects its users to do the same. It is WP21’s policy to terminate in appropriate circumstances Accounts of users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see WP21’s Copyright and IP Policy at www.heyvicky.com/copyright, for further information.

  1. Links to Third-Party Websites or Resources.

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

  1. Payment Processing

Payment processing services are provided by Stripe and your use of the payment processing services are subject to the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Agreement”). In the event of a conflict between this Agreement and the Stripe Agreement, the Stripe Agreement shall control. As a condition of WP21 offering and enabling payment processing services through Stripe, you authorize WP21 to obtain all necessary access and perform all necessary activity to enable the payment processing services, and you agree to provide accurate and complete information to WP21 for such enablement of the payment processing services. WP21 reserves the right to switch payment processing vendors or use alternate or backup vendors in its sole discretion.

  1. Termination.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at admin@wp21.com. Upon any termination, discontinuation, or cancellation of the Services or your Account, each section that, by its nature includes obligations, rights, duties, or remedies that continue after termination, discontinuation, or cancellation, shall survive, including, without limitation, Sections 5, 6(a), 6(b), 7, and 11-18. 

  1. Warranty Disclaimers.

YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND FOR CONCLUSIONS DRAWN FROM OR ACTIONS TAKEN AS A RESULT OF SUCH USE. THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of Our Content, or the results of the Services, including any advice provided by a coach via the Services. We make no representations or warranties that defects will be corrected or that User Content, especially Outputs, will be accurate, appropriate in tone, bias-free, contextually correct, or without hallucinations.

  1. Indemnity.

You will indemnify, defend, and hold harmless WP21 and its affiliates, and each of their officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) your User Content, or (iii) your violation of these Terms.

  1. Limitation of Liability.

(a) NEITHER WP21 NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR OUR CONTENT, INCLUDING RESULTS OBTAINED FROM THE USE OF THE SERVICES AND CONCLUSIONS DRAWN FROM OR ACTIONS TAKEN AS A RESULT OF SUCH USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WP21 OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) IN NO EVENT WILL WP21’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR OUR CONTENT EXCEED TWENTY DOLLARS ($20).

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WP21 AND YOU.

  1. Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Washington, without regard to any conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution” the exclusive jurisdiction for all Disputes (defined below) that you and WP21 are not required to arbitrate will be the state and federal courts located in Seattle, WA, and you and WP21 each waive any objection to jurisdiction and venue in such courts.

  1. Dispute Resolution.

(a) Mandatory Arbitration of Disputes.

You and WP21 each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and WP21 agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and WP21 are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions and Opt-out.

As limited exceptions to Section 15(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email to admin@wp21.com within thirty (30) days following the date you first agree to these Terms.

(c) Conducting Arbitration and Arbitration Rules.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this agreement to arbitrate. 

(d) Arbitration Costs.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. WP21 will pay for all filing, administration, and arbitrator fees and expenses if your claim is for less than $10,000, unless the arbitrator finds your claim to be frivolous. If WP21 prevails in arbitration, WP21 will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e) Class Action Waiver.

YOU AND WP21 AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(f) Effect of Changes on Arbitration.

Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if WP21 changes any of the terms of this Section 15 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to admin@wp21.com within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of WP21’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and WP21 in accordance with the terms of this Section 15 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

(g) Severability.

With the exception of any of the provisions in Section 15(e) of these Terms (‘Class Action Waiver’), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

  1. General Terms.

(a) Entire Agreement.

These Terms constitute the entire and exclusive understanding and agreement between WP21 and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between WP21 and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without WP21’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. WP21 may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(b) Notices.

Any notices or other communications provided by WP21 under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

(c) Waiver of Rights.

WP21’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WP21. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

  1. Contact Information.

If you have any questions about these Terms or the Services, please contact WP21 at admin@wp21.com or mail us at 2018 156th Ave NE, Bldg F, Suite 100, Bellevue, WA 98007

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