Terms and Conditions

W-RLDS Technology Inc., DBA Passports Studio

Effective Date: March 3, 2026  ·  Last Updated: March 3, 2026

1. Acceptance of Terms

By creating an account, clicking a box indicating your acceptance, or by otherwise using or accessing the Passports Studio platform (the "Service"), you agree to be bound by these Terms and Conditions ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "Customer" or "you" refers to such entity. If you do not have such authority, or if you do not agree with these Terms, you may not use the Service.

These Terms constitute a legally binding agreement between you and W-RLDS Technology Inc., doing business as Passports Studio ("Company," "we," "us," or "our"), effective as of the date of your acceptance.

2. Description of Service

Passports Studio is a software-as-a-service platform that enables Customers to create, manage, and distribute digital mobile wallet passes for their end users, including passes for Apple Wallet, Google Wallet, and other supported wallet platforms. The Service includes related software, tools, APIs, documentation, push notification capabilities, and support.

3. Definitions

• "Customer Content" means all information, data, images, logos, graphics, text, and other materials provided by or on behalf of Customer for use in connection with the Service or any mobile wallet passes created through the Service.
• "Customer Data" means all information and data of Customer, Authorized Users, and/or End Users collected, submitted, or managed via the Service, including names, contact information, order details, and pass activity data.
• "Authorized Users" means employees or contractors of Customer who are authorized to access and use the Service using credentials provided by Customer.
• "End Users" means Customer's own customers or users who receive, download, or interact with mobile wallet passes created by Customer through the Service.

4. Eligibility

You must be at least 18 years of age or the age of majority in your jurisdiction to use the Service. If you are using the Service on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms.

5. Access to the Service

a. License Grant

Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for the creation, management, and distribution of mobile wallet passes and related push notifications for your End Users.

b. Authorized Users

The Service may only be accessed by your Authorized Users using credentials provided to or set up by your organization. You are responsible for your Authorized Users' compliance with these Terms and for maintaining the confidentiality of all login credentials. You may add or remove Authorized Users at your discretion.

c. End Users

You may permit your End Users to use the Service solely for the purpose of receiving and interacting with mobile wallet passes you have created. You are solely responsible for all interactions with End Users through or in connection with the Service, including any push notifications, and for obtaining all necessary rights and consents to contact End Users through the Service.

d. Pass Certificates

In connection with your use of the Service, we may manage a pass-signing certificate or create an issuing account on your behalf ("Company Certificate"). We retain all right, title, and interest in any Company Certificate. At our discretion, we may permit you to provide your own pass-signing certificate ("Customer Certificate"), in which case you retain ownership of such Customer Certificate.

6. Acceptable Use and Restrictions

You agree not to, and will not permit Authorized Users, End Users, or any third party to:

• Make the Service available to any unauthorized third party
• Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Service
• Copy, rent, lease, distribute, or create derivative works of the Service
• Hack, manipulate, interfere with, or disrupt the integrity or performance of the Service
• Remove or obscure any proprietary notices
• Use the Service to develop products or services competitive with the Service
• Create passes containing false, misleading, or deceptive information
• Use the Service to violate any applicable law or regulation or to infringe upon any third party's rights
• Distribute passes containing malicious content, spam, or unauthorized advertising
• Attempt to gain unauthorized access to the Service or related systems

You will use commercially reasonable efforts to prevent unauthorized access to the Service and will notify us promptly of any such unauthorized access.

7. Ownership and Intellectual Property

a. Our Technology

We retain all right, title, and interest in the Service, our platform technology, and all related intellectual property. No rights are granted to you other than the limited license expressly set forth in these Terms.

b. Customer Data

As between you and us, you own your Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, and display your Customer Data solely as necessary to provide and operate the Service.

c. Customer Content

You retain ownership of your Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to copy, use, display, and distribute your Customer Content as necessary to perform our obligations under these Terms, including displaying your trademarks, logos, and branding on mobile wallet passes and within the Service.

You represent and warrant that you have all necessary rights to provide your Customer Content and Customer Data, and that our permitted use thereof does not infringe any third party's rights.

d. Feedback

If you provide us with suggestions, comments, or other feedback regarding the Service, you grant us a royalty-free, perpetual, irrevocable, worldwide license to use, modify, and incorporate such feedback into the Service without obligation to you.

8. Customer Obligations

• You are solely responsible for ensuring that all Customer Content provided for use in the Service is complete, accurate, and up to date.
• You are solely responsible for all transactions by End Users using passes created through the Service, including any disputes with End Users regarding such transactions.
• You are responsible for complying with any third-party terms that apply to wallet platforms or other integrations you use through the Service.

9. Fees and Payment

a. Fees

You will pay all fees as set forth in your subscription plan or ordering document ("Fees"). Unless otherwise stated, payment obligations are non-cancelable and Fees paid are non-refundable.

b. Payment Terms

You agree to provide valid payment information and authorize us to charge your payment method in accordance with your plan. If payment is not received when due, a late fee may accrue at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. We may suspend access to the Service until past-due payments are made.

c. Taxes

All Fees are exclusive of taxes. You are responsible for all applicable sales, use, and other taxes arising from your use of the Service, except for taxes based on our income.

d. Fee Changes

We may increase Fees for upcoming renewal periods with at least 30 days' prior written notice before the end of your current term.

10. Confidentiality

Each party agrees to protect the other party's confidential information using reasonable measures and to use such information only as permitted under these Terms. Confidential information does not include information that is publicly known, independently developed, or received from a third party without obligation of confidentiality.

11. Third-Party Platforms and Integrations

The Service integrates with third-party mobile wallet platforms (e.g., Apple Wallet, Google Wallet) and may include or integrate with other third-party services. WE MAKE NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, EXPRESS OR IMPLIED. You are responsible for complying with all applicable third-party terms, and we have no responsibility or liability for your use of third-party services.

12. Term and Termination

a. Term

These Terms commence on the date you accept them and continue for the initial subscription period, automatically renewing for successive periods of equal length unless either party provides at least 30 days' written notice of non-renewal.

b. Termination for Convenience

Either party may terminate these Terms at any time for any reason upon 30 days' prior written notice.

c. Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice. We may also immediately suspend or terminate your access if we are investigating suspected misconduct.

d. Effects of Termination

Upon termination, all licenses granted will immediately terminate, each party will return or destroy the other party's confidential information, and any outstanding Fees will become immediately due and payable.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.

15. Indemnification

a. By Customer

You will indemnify, defend, and hold harmless W-RLDS Technology Inc. and its officers, directors, employees, and agents from any claims arising from your breach of these Terms, your Customer Content, your Customer Data, or your use of the Service.

b. By Company

We will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from any claims that the Service infringes or misappropriates a third party's intellectual property rights, except to the extent arising from your modifications, your Customer Content, or unauthorized use of the Service.

16. General Provisions

• Governing Law: These Terms are governed by the laws of the State of California, without regard to conflict of law provisions. Each party submits to the exclusive jurisdiction of the state and federal courts located in Orange County, California.
• Assignment: Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Entire Agreement: These Terms, together with our Privacy Policy and any ordering documents, constitute the entire agreement between the parties.
• Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control (acts of God, war, natural disasters, etc.), provided the affected party gives prompt notice.
• Relationship of Parties: Nothing in these Terms creates an agency, employment, joint venture, or partnership relationship between the parties.
• Publicity: You agree that we may reference your name and logo in our marketing materials, unless you notify us otherwise in writing.

17. Contact Us

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