Terms

Mobile End-User License Agreement / Mobile App End User Terms

BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE PLAY PASSPHRASE MOBILE APPLICATION (EACH AN “APP”) OR SIGNING UP FOR A USER/MEMBER ACCOUNT ON PLAYPASSPHRASE.COM, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THESE MOBILE APP END USER TERMS AND WEBSITE TERMS, IN ADDITION TO THE GENERAL TERMS OF SERVICE, PRIVACY POLICY, AND ANY OTHER TERMS THAT MAY APPLY. CAPITALIZED WORDS OR PHRASES NOT DEFINED IN THESE TERMS HAVE THE MEANING GIVEN TO THEM IN THE GENERAL TERMS OF SERVICE.

1. LICENSE GRANT

1.1 Passphrase grants you a revocable, non-exclusive, non-transferrable, limited right to install and use the App on a mobile telephone or other device controlled by you (each a “Mobile Device”), and to access and use the Services on such Mobile Device strictly in accordance with the Passphrase General Terms of Service for the purposes Passphrase makes such Services available.

1.2 Abuse and/or Conduct - You agree to be solely liable for any content you post and are prohibited from posting anything that is racist, threatening derogatory, profane or harmful to other users. Offensive content will only be accepted at the discretion of the community and Passphrase Use your best judgement when posting.

1.3 The Service - The messaging and notifications services provided by Passphrase are provided on an as-is basis and Passphrase cannot guarantee or predict deliverability due to underlying factors of the various messaging platforms that are out of Passphrase's control. In addition, cell signals, wifi signals and networks can also have a major impact on the deliverability of messages and notifications, which is why Passphrase created the real-time Live Notifications Feed. See other terms regarding Passphrase's primary messaging channels:

1) SMS Text Message - Telephone and Cell phone Carriers ultimately control the deliverability of text messages "to" a recipient. So while Passphrase allows and enables you to "send" an SMS Text Message it cannot fully guarantee that the Carrier will always allow that Text Message to reach the recipient's phone. We do, however, build in all sorts of validation and verification efforts to scan phone numbers periodically (prior to sending), as well as the ability to include a verification link and/or unique tracking link in the text messages to help track deliverability.

2) Push Notifications and Rich Push Notifications - Apple and Google both control the ability to deliver and receive push notifications on iOS and Android Cell Phones, Tablets and Devices. There is no guarantee of time or speed regarding delivery and Apple themselves state that various factors like how busy their networks may be can factor into this.

3) Email - Email is extremely unpredictable, unreliable and highly regulated by CAN SPAM laws. Passphrase seeks to provide a service that helps users and members with Email Deliverability, but this in no way is a guarantee of performance. Network and Servers from the side of the sender can adversely impact messaging, but also on the side of the recipient.

1.4 Promotions & Offers - Passphrase may at any time adjust, modify or change the terms of a published offer. You agree to check the playpassphrase.com website and/or Passphrase Mobile Apps from time to time, as well as Passphrase's own notifications and alerts to find out such changes. The free messaging credits promotions requires that you have to actually use a small percentage (10% approximately) of your free messaging credits to keep your account active. We will email you prior to terminating your account because of inactivity in advance to give you a change to bring your account back active.

The reserve shares (or Free Shares Promotion for the first 10,000 Members) requires that you must be actively opted-in to the Passphrase Newsletter and general website (and Passphrase mobile app) system updates and notifications in order to receive pertinent and important information about your reserve shares that may affect the overall amount of outstanding reserve shares.

If your engagement is inactive for more than 2 consecutive months, Passphrase reserves the right to reclaim and redistribute your shares without notice. In addition, reserve shares that are converted to actual shares do not contain voting rights of any kind.

Free AppWraprs - the free AppWraprs promotion is provided on an as-is basis. Customers must give us written approval by email or letter to publish their App(s) in both App Stores, as well as use their logos, branding and likeness. AppWraprs are not guaranteed to be published in either App Store because both Apple and Google reserve the right to reject or remove Apps at any time for various reasons beyond our control. The performance of Apps can vary for the free promotion due to server resources and limitations. Customer agrees to not hold Passphrase or AppWrapr liable for any related or unrelated damages associated with their AppWraprs (ie. Mobile Apps) or the back-end Admin that helps power AppWrapr Apps.

Your position in/on the Wait List is not guaranteed because the Wait List is designed to change as Customers earn additional +bump points or choose to expedite their AppWrapr Orders.

For the AppWrapr Free Shares Promotion: Your AppWrapr must be published and active in both App Stores for 60 days for your Equity Shares to be fully vested and transferred into your ownership.

For the Passphrase Free Shares Promotion: In addition to the above, you must complete all your basic Profile Information, make at least one status update and get at least 3 followers to fully vest your free equity shares.

We're going to probably get some things wrong with this $1B Promotion and our Profit-Sharing Program, so by signing up and using Passphrase, AppWrapr and our services, you agree that we can correct minor calculation mistakes and terminology to reconcile any numerical mistakes regarding the program and promotions.

1.5 Referral Program for Referrals, Affiliates, Partners (herein referred to as "Partners") - Partners are currently entitled to 50% commission on all Cloud-related revenue - meaning revenue earned from Passphrasex.com. This includes Message Credits. Partners are also entitled to 50% commission on all white-label (ie. fully branded) mobile apps.

The Referral Program does not include various special promotions, any of the Passphrase BETA promotions or the custom email server option at this time because we don't want to add additional margin (ie. cost to the end-customer) to the already existing higher setup costs associated with getting this add-on option initially setup.

Partners earn 50% of revenues earned from Customers they refer for the life of the company. Currently, Partners can also earn 1,000 equity shares in Passphrase (as a company) for every $1 they refer. The total outstanding shares is 250,000,000. If charge backs occur, the shares earned as a result will be invalid. If Passphrase is acquired or sold, Partners will receive a payout based on their percentage of equity earned. Partners will also receive a monthly payout based on their percentage of equity earned of all non-referral based revenue (capped at 50% for all Partners).

2. RESERVATION OF RIGHTS

2.1 A license to use an App does not transfer to you any right, title or interest in or to any of Passphrase intellectual property rights or those of our suppliers or licensors. Such intellectual property rights include those on our Legal Notices page. The App has been licensed, not sold, to you. Other than the limited license granted, you have no other right, title or interest in the Service, Software or Documentation. Any rights not expressly granted to you are fully reserved by us and our suppliers or licensors, as applicable, and no such rights are conferred by estoppel, operation of law, implication or otherwise. Passphrase does not grant to you, any express or implied rights (whether by implication, estoppel or other legal theory) in or to any Intellectual Property (or the unauthorized use of the Intellectual Property) and all such rights are retained by Passphrase and its licensors. You shall not: (i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the App; (iv) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Passphrase or its affiliates, partners, suppliers or the licensors of the Services or otherwise obscure or modify the manner in which the Services are displayed by means of the App; (v) install, use or permit the App to exist on more than one Mobile Device at a time or on any other mobile device or computer, other than by means of your separate downloads of the App, each of which is subject to a separate license (this restriction however does not limit your right to reinstall the App on the specific Mobile Device for which it was downloaded); (vi) distribute or link the Services to multiple Mobile Devices or other services; (vii) make the Services available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time.

2.2 Portions of each App may subject to terms, rules, and notices provided on the Legal Notices page, including open source licenses, provided by Passphrase's licensors. Any licenses granted pursuant to this Mobile App End User Terms do not alter any rights and obligations you may have under such terms, rules, and notices. By using the App, you agree that you have read, understand and agree to be bound by such terms, rules, and notices on the Legal Notices page. The licensors listed in on the Legal Notices page are intended third-party beneficiaries of the applicable terms of this Mobile App End User Terms, and your acceptance of this Mobile App End User Terms means the licensors shall have the right to enforce this Mobile App End User Terms against you as a third-party beneficiary.

2.3 You may not use or otherwise export or re-export the Services or App except as authorized by United States law and the laws of the jurisdiction(s) in which any Service or the App was obtained. You represent and warrant that you are not (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist sponsoring" country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. You also agree that you will not use the Services or the App for any purposes prohibited by United States law.

2.4 The App is “commercial computer software” or “commercial computer software documentation” as those terms are defined in 48 C.F.R. 252.227-7014(a)(1) (2007) and 252.227-7014(a)(5) (2007). The U.S. Government’s rights with respect to the Software and Documentation are limited by this Agreement pursuant to FAR § 12.212 (Computer Software) (1995) and 12.211 (Technical Data) (1995) and/or DFAR 227.7202-3, as applicable. As such, App is being licensed to the U.S. Government end users: (i) only as “Commercial Items” as that term is defined in FAR 2.101 generally and as incorporated in DFAR 212.102; and (ii) with only those limited rights as are granted to the public pursuant to this Agreement. Under no circumstance will the U.S. Government or its end users be granted any greater rights than we grant to other users, as provided for in this Agreement.

3. USING APPS, MOBILE APPS, WEBSITE(S) OR SERVICES OF PASSPHRASE

3.1 Certain Passphrase Apps and Services possess voice recognition capabilities and, in conjunction with your Mobile Device and other third party applications, enable the creation and utilization of voice commands, content and feedback. Any audible input is User Generated Content and is also subject to the terms of our Privacy Policy and User Generated Content Guidelines. You hereby consent to Passphrase's right to record any such audible input in connection with your use of the App and Services and use.

3.2 Passphrase has no obligation to maintain or support any App. Passphrase may, without further notice to you, periodically access your Mobile Device remotely to update, modify, add to or upgrade the App. In rare instances, such updates, modifications, additions or upgrades may cause data loss or other issues. You are solely responsible for regularly backing your data to prevent this from occurring.

3.3 You acknowledge and understand that certain Services or aspects of the App require and utilize phone service, data access or text messaging capability. Except as otherwise noted as part of the Services, Passphrase does not charge for the use of Services, but carrier rates for phone, data and text messaging may apply and you are responsible for any such charges.

3.4 The functional use of the Services and App may be dependent on the data related to your geographic location and geopositional data, and you acknowledge and agree that your failure to provide (or make accessible) that data may limit the functionality of the Services and the App. Passphrase makes no warranty with respect to the accuracy of Services provided to you in reliance on location and geopositional data provided by you, the App or via your Mobile Device.

3.5 When using the Services and App, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) use your good personal judgment while driving, and if you feel that any directions or route suggested by the Services or App instructs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe, then you will not follow such suggested directions or route; (iii) not input destinations, or otherwise interact with the App, unless your vehicle is stationary and legally parked; (iv) not use the Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this License; and (v) arrange all wireless devices and cables necessary for use of the Services or Mobile Device in a secure manner in your vehicle so that they will not interfere with your driving and will not prevent the operation of any safety device (such as an airbag).

3.6 Users may request to have their Account deleted at any time 7 days/week simply by email us at contact@playpassphrase.com with your login email and login password.

4. PASSPHRASE CHALLENGE(S)

4.1 The Passphrase feature and service is provided on an as-is basis and you agree to not hold Passphrase liable for any loss of a Challenge or loss of funds resulting from and because of a Passphrase Challenge. Passphrase cannot guarantee that the results will always be consistent or 100% accurate based on the underlying nature of the necessary technology involved, which is out of Passphrase's control. However, Passphrase will make its best efforts to provide and administer the Passphrase Challenge(s) feature and service as an entertainment-first based service.

You agree to not hold Passphrase liable for any such mistakes resulting to the underlying technology required to provide the Passphrase Services. In addition, you agree that Passphrase may audit and correct any amounts of coins spent as entry fees or as pending payouts if Passphrase finds that a system error has occurred and created a mis-reporting of a Winner or Winners.

4.2 Passphrase Challenge(s) are skill-based contests and hence are not giveaways, sweepstakes, lotteries, raffles or any kind of instrument with consideration. Users (ie. Players) play at your own risk and you agree to not hold Passphrase liable for anything resulting from or ensuing from the Passphrase Challenge(s) service or feature.

4.3 Payouts - Passphrase does not guarantee the delivery of funds from a won Challenge in any specific amount of time, as there are many variables that factor into payouts, such as the many payment platforms we use in conjunction with which of those platforms the user (player) uses or has active accounts at also.

4.4 Passphrase requires a 1099-MISC to be filled out and returned to Passphrase in order to receive payouts of winnings that are $600 or more per IRS regulations.

See IRS Form 1099-MISC, Miscellaneous Information.

4.5 User agrees that Passphrase has the express right to audit, correct and/or possibly deny a winning result if such result is found to have been influenced by fraud or a user attempting to altar, hack or change the Passphrase system, database, domain, website, code, functions, etc.

4.6 User agrees to not engage in any class-action or multi-person legal actions against Passphrase. If a dispute arises, user agrees to arbitration with a service of Passphrase's choosing in the state of Nevada where Passphrase is based.

4.7 Passphrase does not guarantee uptime or the availability of its domain or any of its services, as the underlying factors that control such situations is out of Passphrase's control.

4.8 You agree that Passphrase cannot be held liable by yourself or anyone affiliated with you or hired by you in association with the services provided by Passphrase, especially those due to your own errors while using the service.

4.9 IRS Requirements and Reporting - For prizes $600 and over we require a W9 to be filled out by the Winner and/or Challenge Creator and submitted to payments@playpassphrase.com before you receive your prize distribution.

In addition, any Individuals earning and/or winning $600 or more in any calendar year are required to submit a W9 to Passphrase (Passphrase) as permitted by the IRS. You then will be required to report such income with a 1099-MISC form.

Once you are close to earning a sum total of $600 in any calendar year, we'll reach out to you to get the W9 process started and if you do not submit a W9 in a timely fashion you agree that we reserve the express right to immediately suspend and/or terminate your member account.

4.10 PR, Social Media, Publicity - You agree that Passphrase may use your first name and @username and the prize amount you won on our various Social Media accounts for promotional purposes. We may ask you for your permission to use your likeness (ie. profile image thumbnail as well), but this is not required per these terms.

4.11 Official Rules - Passphrase Challenges are skilled-based contents or games. An entry-fee in Passphrase Coins is required to play, however there may be Challenges where no entry-fee is required, which are more promotional in nature. The following is currently how the contests are constructed:

1. Join a Passphrase Challenge (or join many). Entry fees (in Coins) are automatically deducted./p>

2. When a Challenge reaches the target number of Players / Participants, then Notifications are sent with the Go-Live time. Note: Notifications may be sent out via Email, SMS Text Message, Push Notification and/or posted to Passphrase’s Social Feed or various Social Media Accounts, but Notifications are not guaranteed to be delivered or arrive. Challenge Statuses are also posted on the individual Challenge pages as well, including refresh buttons to always get the latest status and status updates.

3. Once a Challenge goes Live (ie. the Go-Live), then the secret Challenge-Question will be revealed (on the Challenge page) - you’ll then have 20 seconds to enter the correct PassPhase/Answer.

If you enter a 100%* correct passphrase before anyone else does, then you’ll win the Prize Money for that Challenge, although some Challenges are easier and may require less than 100% accuracy to win.

You may also choose to create your own Passphrase Challenges and if you do, then you will be able to set the value (ie. prize amount) of your Challenge’s Prize. If your Challenge reaches its minimum target of Players/Participants and is successfully solved then you will earn 50% (of the Prize Amount/Value).

Any winnings or earnings will be processed on average in 5-7 days, but may take as much as 14 days to process due to auditing, review, fraud-prevention and verifications of the authenticity of Players submissions and Players themselves.

You may choose to optionally enroll in a VIP Membership, which entitles you to same-day and/or instant payouts, which are processed in an expedited fashion, however, if there is any detection of fraud with a Challenge or your submission, then you agree that Passphrase may delay the payout to properly review, authenticate and verify the veracity of the Challenge.

Additionally, some Players/Participants may withdraw because they cannot make your Go-Live Time. In this event, those Entry Fees associated with withdrawn players will be deducted from your payout.

5. DISCLAIMERS & WAIVERS

5.1 Passphrase makes no representation that any third party mobile device platform or service provider has endorsed the Services, and you should not rely on the availability of the App by means of any App catalog, storefront, or other means of downloading as an endorsement of the App, the Services or Passphrase generally. In no event shall any third party mobile device platform or service provider have any obligation to you whatsoever to furnish any maintenance and support services with respect to the App.

5.2 THE LOCATION-BASED SERVICES ARE INTENDED ONLY AS FOR INDIVIDUAL USE AND SHOULD NOT BE USED OR RELIED ON AS AN EMERGENCY LOCATOR SYSTEM, USED WHILE DRIVING OR OPERATING VEHICLES, OR USED IN CONNECTION WITH ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR INACCURACY OF THAT APPLICATION OR THE APP OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.

5.3 NEITHER PASSPHRASE, NOR ANY OF ITS ASSOCIATED MOBILE DEVICE PLATFORM AND SERVICE PROVIDERS, WARRANTS THAT THE APP WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR MOBILE DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR MOBILE DEVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR MOBILE DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO YOUR MOBILE DEVICE, LOSS OF THE DATA LOCATED ON YOUR MOBILE DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR MOBILE DEVICE. YOU ACKNOWLEDGE AND AGREE THAT PASSPHRASE AND ITS AFFILIATES, PARTNERS, SUPPLIERS, LICENSORS, AND ASSOCIATED MOBILE DEVICE PLATFORM AND SERVICE PROVIDERS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. THE USER, WHETHER AN INDIVIDUAL OR ADVERTISER, OF THE SERVICES ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE APP AND SERVICES GENERALLY.

PASSPHRASE CHALLENGES, INC.
605 N. MICHIGAN AVE.
CHICAGO, IL 60611

PH: 312-857-3511
For more info, please feel free to contact us at contact@playpassphrase.com