Disclosure Facts Privacy Policy

Last Updated: September 7, 2026

At Disclosure Facts, we're building the dedicated payment method for regulated endorsements, and trust is what makes the transaction work. We know that earning your trust starts with respecting your privacy. The information you share with us powers your account, your transactions, and the records that document them. That's why we're committed to handling your Personal Information thoughtfully and transparently.

This Disclosure Facts Privacy Policy ("Privacy Policy") describes how Swaypay It, Inc. ("Disclosure Facts," "we," "our," or "us") collects, uses, discloses, and protects your Personal Information, and the rights you may have regarding it.

Key Takeaways

Here's the short version:

  • We collect Personal Information to operate accounts and transactions, verify identity and credentials, process and authorize payments, prevent fraud, comply with law, improve Disclosure Facts, and communicate with you.
  • We may collect information directly from you, automatically through your use of the Services, and from trusted third parties such as verification providers, payment providers, and other parties involved in a transaction.
  • We may disclose information to service providers, transaction participants, regulators, and others as required or permitted by law. Certain transaction information is public by design, and we may create and use aggregated and de-identified information that does not identify you.
  • We retain information as long as necessary to provide our Services and meet legal, regulatory, security, and recordkeeping obligations. Certain Transaction Records are retained permanently.
  • We use security safeguards designed to protect your information, though no system can be guaranteed completely secure.
  • Depending on where you live, you may have rights to access, correct, delete, restrict, or otherwise control certain uses of your Personal Information, subject to applicable exceptions.

For full details, continue reading below.

1. Scope

This Privacy Policy applies to Disclosure Facts' websites, applications, products, services, and related tools (collectively, the "Services"), as well as when you otherwise communicate or interact with Disclosure Facts, including through email, customer support, social media, or other business communications.

"Personal Information" in this Privacy Policy means information that relates to an identified or identifiable individual or household, or that is linked or reasonably linkable to them. Personal Information does not include:

  • Publicly available information, as defined by applicable law; or
  • De-identified or aggregated information that cannot reasonably identify you.

2. Personal Information We Collect

We collect the following types of Personal Information through our Services, including when you provide it to us, when you create an account or communicate with us; automatically through our Services, including from cookies and other tracking technologies; and from our service providers, verification providers, or third parties, depending on how you interact with us:

  • Identifiers, including first and last name, account name, IP address, unique personal identifier, online identifier, email address, or other similar identifiers.
  • Identity and business verification information, including government-issued identification, business registration or incorporation documents, tax identification, beneficial ownership information, authorized signatory details, and the results of verification checks performed by us or by third-party verification providers or Payment Providers.
  • Professional credential information, including professional license number and status, issuing authority and jurisdiction, board certification, registration with applicable regulatory authorities, education and training, and the results of exclusion, sanctions, and restricted-party screening.
  • Commercial Information, including records of products or services purchased, consuming histories, or tendencies.
  • Internet or other electronic network activity information, including browsing history, search history, and information regarding your interaction with our Services and advertisements.
  • Employment Information, including role, compensation, and related data.
  • Geolocation data, including location data inferred from your device IP address.
  • Inferences used to create a profile reflecting your preferences, characteristics, and behavior.
  • Transaction Information, including information associated with regulated endorsement transactions; standardized Transaction Conditions and their status; Attestations submitted in response to those conditions; identity, credential, and eligibility information and verification results; approvals; payment-related records; electronic acceptances and signatures; the identity of the Account, User, and Organization associated with an action; timestamps; Broker participation and any recorded delegation of authority; the applicable Terms version, Transaction Condition set version, schema version, Transaction-specific terms, and other version identifiers that make up the governing version of a Transaction; amendments and acceptance of amendments; disclosures generated from Transaction information, including UCDs; Public Transaction Records; and supporting Transaction artifacts.

Information you provide

Account setup. When you create an account, we may collect your name, email address, display photo (optional), organization or brand information, and settings relevant to your role, such as Advertiser, Endorser, Broker, or other Transaction Participant.

Verification information. To open or participate in transactions, you may be asked to provide information and documents so that we can verify your identity, your organization, your authority to act for that organization, and, where applicable, your professional credentials. This may include government-issued identification, business registration documents, ownership and signatory details, and professional license or certification details.

Transaction information. When you participate in a regulated endorsement Transaction, you may provide information necessary to open, administer, and complete the Transaction, clear applicable standardized Transaction Conditions, generate disclosures, authorize payment, and generate the Transaction Record. We also record electronic actions taken within the Transaction, including acceptances, approvals, Attestations, amendments, payment authorizations, the identity and Organization associated with the action, and the applicable version information.

Broker information. For purposes of this Privacy Policy, a "Broker" is a third-party intermediary participating in a Transaction, such as an advertising agency, talent manager, marketing agency, public relations firm, creator-management company, or other service provider. Where a Broker participates, we may collect the Broker's identity, Organization, role in the Transaction, relationship to the Advertiser or Endorser, any scope of authority represented or expressly delegated through the Services, and the actions the Broker takes. Use of the term Broker is functional within the Services and does not itself indicate that the person or entity is licensed as a broker under any regulated-profession law.

Profile information. If you complete a Disclosure Facts Profile, you may provide company or endorser details, links to posts, role or compensation selections, and other disclosures.

Communications. If you contact us, we may collect your name, email, and the content of your message.

Information collected automatically

Device and log data. IP address, browser type and version, device identifiers, operating system, pages viewed, time and date stamps, and referring URLs.

Usage data. Interactions with the Services, including transaction activity, label creation, toggles selected, profile edits, link clicks, and other interactions with transaction records or artifacts.

Location data. Approximate location, such as location inferred from your IP address or device settings, to improve service functionality and display regionally relevant content. You can disable location sharing in your device or browser settings.

Information from third parties

If you connect a third-party service, or if a third-party service is used in connection with a transaction, we may receive information consistent with your settings on that service and as necessary to provide the Services.

Verification providers and primary sources. We may receive verification results from identity verification providers, from a credentials verification organization ("CVO"), and from primary sources such as state licensing boards, certifying bodies, regulatory registries, and exclusion or sanctions list administrators. These results describe the status of an identity or credential as of the date the verification was performed.

Payment providers. Transaction payments may be processed by Stripe or another third-party payment provider. Payment Providers may collect payment account information directly from you, and we may receive payment-related information they make available to us, such as account or customer identifiers, transaction amounts, payment status, timestamps, and processor references, as necessary to operate and record the transaction. Payment Providers also conduct their own identity and business verification and may share the outcome of that verification with us.

3. How We Process Personal Information

We may use your Personal Information for the following purposes, depending on how you interact with us and in what capacity:

  • Provide and operate the Services, including enabling regulated endorsement transactions; applying and clearing standardized Transaction Conditions; recording Attestations, electronic acceptances, approvals, signatures, and amendments; recording Broker participation and any delegation of authority reflected through the Services; recording the Terms version, Transaction Condition set version, schema version, Transaction-specific terms, and other version identifiers applicable to a Transaction; generating public-facing disclosures and Public Transaction Records from applicable Transaction information; authorizing payment; generating and maintaining the fuller underlying Transaction Packets; generating Universal Clickable Disclosures ("UCDs"); hosting Disclosure Facts Profiles ("DFPs"); and maintaining Disclosure Integrity Protocol ("DIP") records.
  • Verify identity, organizations, authority, and credentials, including confirming who you are, confirming that the organization you represent exists and that you are authorized to act for it, verifying professional licenses and certifications against the primary source or an approved equivalent, screening against exclusion, sanctions, and restricted-party lists, and recording the result, source, method, and date of each verification in the Transaction Packet.
  • Operate the Services, including providing access to the Services, assessing their performance, maintaining or enhancing their quality, monitoring and addressing security concerns, identifying visitors to our Site and Services, and ensuring the effective operation of the Services.
  • Improve, personalize, and secure the Services, including by evaluating how the Services perform, analyzing trends and usage, tracking and responding to issues, and developing new Services.
  • Create statistical and de-identified data, including by aggregating information about transactions across the Services to produce benchmarks, indices, research, standards, and risk and underwriting data products, and to make such aggregated and de-identified data available to third parties. This data does not identify you, and we do not attempt to re-identify it. See Section 7.
  • Communicate with you, including by sending service updates, account notices, marketing and promotional materials, and obtaining feedback.
  • Carry out legal and compliance activities, including enforcing our Terms of Use, complying with legal or regulatory obligations, identifying or managing legal actions related to our or others' rights or property, supporting actual or threatened claims, defenses, or declarations in a case or before any jurisdictional or administrative authority or arbitration or mediation panel, and exercising, establishing, or defending our legal rights.
  • Maintain the security of our Services, including protecting the Services from cyber risks, authenticating users, preventing and investigating illegal or malicious activities, and generally safeguarding our Services.
  • Corporate restructuring, including evaluating or executing a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, as part of regular business operations or pursuant to a bankruptcy, liquidation, or similar proceeding.

4. Disclosure of Personal Information

We may disclose your Personal Information to the following parties:

  • Affiliates, payment processors, service providers, and other vendors who help us operate, maintain, and improve the Services;
  • Identity verification providers, credentials verification organizations, and Payment Providers, for the purpose of verifying individuals, organizations, authority to act, and professional credentials;
  • Advertisers, Endorsers, Brokers, and other Transaction Participants as necessary to facilitate a Transaction and generate, maintain, or provide access to the applicable Transaction Packet;
  • Members of the public and users of Third-Party Websites, with respect to information included in a Public Transaction Record, UCD, public DFP, or other information intentionally made public through the Services;
  • Insurers, reinsurers, insurance brokers, and underwriters, with respect to nonpublic identifiable Transaction information, where you have separately and specifically authorized us to provide your information for the purpose of obtaining, maintaining, or making a claim under a policy, or where you have directed us to provide it to your own insurer or insurance broker;
  • Legal, regulatory, or governmental authorities if required by law or to protect our rights;
  • Business partners or acquirers in the event of a merger, acquisition, or sale of assets; and
  • Recipients of aggregated and de-identified data, including insurers, reinsurers, insurance brokers, rating organizations, data exchanges, researchers, and other third parties, as described in Section 7. Aggregated and de-identified data does not identify you.

5. Transaction Records, Public Records, Profiles, and Disclosures

When you participate in a regulated endorsement Transaction, Disclosure Facts generates and maintains records of the information, Attestations, verifications, approvals, and other events associated with that Transaction.

Public Transaction Records and disclosures

Certain information generated or recorded through a Transaction is intended to be public. Disclosure Facts may create a Public Transaction Record containing a standardized subset of Transaction information for transparency, disclosure, and reporting purposes.

Where the applicable Transaction Conditions require material-connection Attestations or other disclosure information, Disclosure Facts may use those Attestations and Transaction information to generate a Universal Clickable Disclosure ("UCD"). The UCD is a standardized public-facing output of the applicable recorded Transaction information and may travel with, link from, or otherwise provide information concerning the associated endorsement.

A Public Transaction Record may include, as applicable, the UCD, material-connection information, identities or roles of Transaction Participants (including a Broker where applicable), relevant verification status, Transaction dates or identifiers, and other information designated by the Services for public disclosure.

Information contained in a Public Transaction Record, public DFP, UCD, or other public-facing feature may be visible to anyone and may be indexed, copied, archived, republished, or otherwise retained by search engines, social-media platforms, archives, or other third parties. We cannot control how third parties use or retain information after it has been made public.

Nonpublic Transaction Packets

Disclosure Facts also maintains a fuller Transaction Packet underlying each Transaction. Depending on the Transaction, the Transaction Packet may include Transaction Conditions and their status, Attestations, credential and eligibility information, verification results, approvals, payment-related records, DIP entries, timestamps, supporting artifacts, the identity of the Account, User, and Organization associated with recorded actions, Broker participation and any recorded delegation of authority, electronic acceptances and signatures, the applicable Terms version, Transaction Condition set version, schema version, Transaction-specific terms and other version identifiers, amendments and acceptance of amendments, and the information from which public-facing disclosures were generated.

The fuller Transaction Packet is not made publicly accessible merely because a Public Transaction Record or UCD exists. We disclose nonpublic information from a Transaction Packet only as described in this Privacy Policy, including to Transaction Participants and service providers as necessary to provide the Services; to regulators, courts, or other authorities where required by law or legal process; or to other third parties where you have provided the authorization required for that disclosure.

Verification information

Where we verify an identity or credential, the Transaction Packet records what was verified, the source relied upon, the method used, the date performed, and the verifying provider. It records the result of the verification, not necessarily the underlying documents you submitted to obtain it.

Electronic transaction, authority, and version records

When the Services present an action for electronic acceptance, approval, confirmation, signature, Attestation, amendment, or payment authorization, we may record the Account and User taking the action, the Organization on whose behalf the User represented that they were acting, the action taken, the Transaction to which it relates, the date and time, and the applicable transaction version information. Where an Advertiser or Endorser expressly delegates a permitted action to a Broker through the Services, we may record the scope of that delegation, the parties involved, the time it was made, and the action later taken under it. We retain these records as part of the Transaction Packet so the Packet can show not only what was submitted, but who acted, for whom, under which version of the Transaction, and when.

Other public content

When you choose to share other content, such as pictures, videos, product reviews, profile information, or social-media content, that information may also become public according to your choices and settings. Public Transaction Records are different: specified information included in those records is public by design as part of the Transaction.

Any content you share publicly may be republished or archived by search engines or other third parties, and we cannot control this. We also may revise, delete, or combine User Content that is not a Transaction Record as permitted by our Terms of Use. This does not apply to Transaction Records, which are governed by the permanence and correction rules described below.

Please note that if you mention Disclosure Facts, tag us, or comment about or in response to us in your post on social media, we may be allowed to use your post, including by publishing it on our social media, websites, and apps. You should review the terms, policies, and settings of your social media accounts to learn more about their data practices and adjust your settings accordingly.

6. Data Retention

We retain different categories of information for different periods.

Transaction records are permanent

From the time a regulated endorsement Transaction is opened, the Services may create Transaction Records. Any Transaction Record actually created through the Services — including Attestations, Transaction Conditions and their status, verification results, approvals, payment-related records, DIP entries, electronic acceptances and signatures, authority or delegation records, applicable version identifiers, amendments, timestamps, and supporting artifacts — is retained indefinitely whether the Transaction is completed, suspended, canceled, or otherwise not completed. These records are not subject to a retention period after which they are discarded, and we do not delete them at the request of a Transaction Participant.

We retain these records permanently because the record is a core purpose of the Transaction. A regulated endorsement Transaction is opened through the Services so that events occurring through the Transaction can be recorded contemporaneously as they happen, including where the Transaction ultimately does not complete. A record that could later be deleted on request by a party to it would not serve that purpose — not for the other parties to the Transaction, and not for anyone later relying on the record.

Recorded entries cannot be edited or removed. Where a party believes an entry is inaccurate or incomplete, that party may submit a correction, which is recorded as a new, separately timestamped entry referencing the original. The original entry remains.

If a Transaction is not completed, its Transaction Packet or partial record may reflect that status and the events that occurred before the Transaction stopped. An incomplete Transaction is not represented as a completed one.

We will delete or redact information within a Transaction Record only where we are required to do so by applicable law or valid legal process. Where that occurs, we record within the affected Transaction Packet that a deletion or redaction was made, the date, and the stated basis for it.

Public visibility and retention are separate. Information designated as part of a Public Transaction Record is public by design. Other information, including certain DFP fields, may have configurable visibility. Changing a configurable display setting does not alter, delete, or rewrite the underlying Transaction Record.

Account closure does not delete Transaction Records. Closing your account, or having your account suspended or terminated, does not delete any Transaction Record created before that point and does not entitle you to have one deleted.

Verification documents are not permanent

Documents you submit so that we can verify you — such as copies of government-issued identification, business registration or incorporation documents, and license or certification documents — are treated differently from Transaction Records. We retain these documents only for as long as reasonably necessary to complete and substantiate the verification and to meet applicable legal and recordkeeping requirements, and then delete them.

The result of the verification is permanent. The document that produced it is not. In other words, the Transaction Packet may show that a professional license was verified as active with the issuing board on a stated date by a named provider; it does not necessarily retain a copy of the identification you submitted along the way.

Other Personal Information

Personal Information that does not form part of a Transaction Record — for example, account settings, marketing preferences, support correspondence, and website analytics — is retained only as long as necessary to provide the Services, fulfill the purposes described in this Privacy Policy, and meet legal or regulatory requirements. Retention periods vary by the type of data and applicable obligations.

Aggregated and de-identified data

Aggregated and de-identified data is retained indefinitely and is not associated with you.

7. Aggregate and De-Identified Data

We create statistical, aggregated, and de-identified data from transactions conducted through the Services ("Aggregate Data"). Aggregate Data may describe the volume, frequency, composition, timing, condition sets, verification outcomes, completion rates, and outcomes of transactions across the Services. It does not identify, and is not reasonably capable of being used to identify, you, any Transaction Participant, or any specific Transaction.

We may use, license, publish, and commercialize Aggregate Data for any lawful purpose, including to develop benchmarks, indices, standards, and research, and to develop and provide risk and underwriting data products to insurers, reinsurers, insurance brokers, rating organizations, and other third parties.

Our commitments regarding Aggregate Data. We take reasonable measures to ensure Aggregate Data cannot be associated with any individual or Transaction Participant. We publicly commit to maintain and use Aggregate Data only in de-identified form, and not to attempt to re-identify it. We contractually require recipients of Aggregate Data to make the same commitments, and we do not permit recipients to attempt re-identification.

Your nonpublic identifiable information is treated differently. Except for information contained in a Public Transaction Record or otherwise intentionally made public through the Services, we do not provide Transaction Packets or other nonpublic Transaction Records in identified or identifiable form to any insurer, reinsurer, insurance broker, underwriter, rating organization, or data exchange except where: (a) you have given us separate, specific, affirmative authorization to do so, which you may withdraw at any time on a going-forward basis; (b) you have directed us to provide it to your own insurer or insurance broker, on your behalf; or (c) we are required to by law or legal process. Accepting the Terms is not authorization under (a). We will ask you separately, and you can decline without losing access to the Services.

Information about people who are not Transaction Participants. Transaction Records concern the parties to a Transaction and the obligations between them. They do not include Personal Information about consumers, purchasers, or audience members who are not parties to the Transaction, and Aggregate Data is not derived from any such information.

Notice of changes. We will provide notice, consistent with applicable law, before materially expanding the categories of recipients to whom we make Aggregate Data available.

8. Security

We use reasonable technical and organizational measures to protect your information. Because Transaction Records are permanent and cannot be recreated, these measures include access controls, tamper-evidence measures, and backup and recovery procedures designed to preserve their integrity, availability, and durability. Verification documents are subject to additional access restrictions and are deleted on the schedule described in Section 6. However, no transmission or storage system is fully secure, and we cannot guarantee absolute security.

9. Interactive Features and Integrations

We may engage vendors to provide certain interactive features on the Services. Your use of these interactive features is voluntary, and we may retain the information that you submit through the features.

For example, we may offer an interactive chat feature on our Services to answer questions and for other customer service purposes. When you participate in the interactive chat, either with a virtual or live agent, the contents of the chat may be captured and kept as a transcript. By using these features, you understand that our vendors may process the information obtained through the feature to provide the service on our behalf.

We may offer additional third-party integrations on the Site. If you choose to connect a third-party account to our system, you should refer to that party's privacy policy for information on how your Personal Information is collected, used, and protected.

10. Links to Other Websites

Our Services may contain links to, or features provided by, third parties, including the practices described in Section 9 above.

Our inclusion of these third-party links does not constitute our endorsement of these third parties or their services. These websites are not operated or controlled by us, and we are not responsible for their content, privacy practices, or security measures.

We encourage you to review the privacy policies of any third-party websites you visit to understand how they collect, use, and share your information.

11. International Users

Our Services are operated in the United States. If you are accessing them from outside the United States, your information may be transferred, stored, and processed in the United States or other jurisdictions, which may not have equivalent data protection laws.

12. Your Rights and Choices

All users, regardless of jurisdiction, may opt out of marketing emails by clicking "unsubscribe" or adjusting your account settings. You may also update certain Personal Information in your account settings.

California Shine the Light

We do not share Personal Information with third parties for those third parties' own direct marketing purposes. Californians may request information about our compliance with this law by emailing us at hello@disclosurefacts.com, including "California Shine the Light" in the subject line.

State Privacy Rights

Depending on your jurisdiction, you may be able to submit certain requests related to your Personal Information. To exercise any of the rights listed below, please email us at hello@disclosurefacts.com with "Privacy Request" in the subject line.

Please note that we may need to authenticate your identity before your request can be processed. To authenticate, you may be required to provide us with additional pieces of Personal Information to match against our records, or to log into your account.

Residents of covered jurisdictions may have the following privacy rights:

  • Right to access your Personal Information;
  • Right to confirm that we are processing your Personal Information;
  • Right to correct any inaccuracies in the Personal Information we may retain about you. For information forming part of a Transaction Record, a correction is recorded as a new, separately timestamped entry that references the original; the original entry is not overwritten or removed;
  • Right to delete your Personal Information, subject to certain exceptions described below; and
  • Right to appeal any request that we have previously denied that you believe was denied in error.

Sensitive Personal Information

Some of the information we collect for verification, such as government-issued identification numbers, may be treated as sensitive Personal Information under applicable state privacy laws. We collect and use this information only to verify identity, organizations, authority to act, and professional credentials, to prevent fraud, and to meet legal and recordkeeping obligations. We do not use or disclose it to infer characteristics about you, and we do not use it for advertising. Where applicable law provides a right to limit the use of sensitive Personal Information, our use is already limited to those permitted purposes.

Transaction Records and the Right to Delete

Applicable privacy laws may permit us to decline a deletion request where retaining the information is necessary to complete the transaction for which it was collected, to comply with a legal obligation, or for internal uses reasonably aligned with the context in which you provided it. To the extent an applicable exception permits retention of a Transaction Record, we will decline a request to delete that record.

A regulated endorsement Transaction is opened through the Services in order to create a durable record of the events that occur through that Transaction, including what the parties represented, approved, accepted, delegated, or amended and when. The record is not a byproduct we happen to keep — it is a core reason the Transaction is structured this way. Other parties to the Transaction, and third parties who may later rely on the record, may have an interest in it that does not end when one party would prefer it deleted.

This does not affect your other rights. You may still request access to your Transaction Records, request confirmation that we are processing your information, and submit a correction, which will be recorded as a new entry alongside the original. You may also delete, or request deletion of, Personal Information that does not form part of a Transaction Record, and verification documents are deleted on the schedule described in Section 6 whether or not you ask.

If you are considering opening or participating in a Transaction on the Services and do not want the Transaction Records created through that Transaction to be permanent, do not enter the Transaction. We would rather tell you that clearly in advance than have it come as a surprise afterward.

Sale and Sharing of Personal Information

We do not sell your Personal Information, and we do not share it for cross-context behavioral advertising, as those terms are defined under applicable state privacy laws.

We do create and license aggregated and de-identified data, as described in Section 7. Aggregated and de-identified data is not Personal Information under applicable state privacy laws, and licensing it is not a sale or sharing of your Personal Information.

We do not license nonpublic identifiable Transaction Records to insurers, insurance brokers, data exchanges, or other third parties without the authorization described above. Information contained in a Public Transaction Record is public information made available through the Services for the purposes described in this Privacy Policy; its public availability does not authorize disclosure of the fuller nonpublic Transaction Packet.

If this changes, we will update this Privacy Policy and provide the notice and opt-out mechanism required by applicable law before doing so.

Targeted Advertising

We do not engage in targeted advertising, so we do not offer this right.

Automated Decisionmaking and Profiling

We do not use automated decisionmaking, automated processing, or profiling in furtherance of decisions that produce legal or similarly significant effects concerning you, and we do not use it in any manner that would trigger a right to opt out of such activities. Verification results are returned by primary sources and verification providers and are recorded as received; we do not generate automated scores or ratings about you. Aggregate Data is de-identified and is not used to make decisions about you.

Non-Discrimination

If you choose to exercise your privacy rights, we will not subject you to any discriminatory treatment.

Recordkeeping of Privacy Requests

Please be aware that when you submit a privacy rights request, we will retain the Personal Information provided with your request for recordkeeping purposes.

13. Children's Privacy

The Services are not directed to children under 13 (or the age of majority in your jurisdiction). We do not knowingly collect Personal Information from children. If we learn that we have, we will delete it as required by applicable law.

14. Changes to this Policy

We may update this Privacy Policy from time to time. The "Last Updated" date at the top reflects the most recent version. If required by applicable law, we will provide additional notice if changes are material, such as via email or in-app notification.

15. Contact Us

Questions, concerns, or requests regarding this Privacy Policy? Contact us at:

Swaypay It, Inc. 169 Madison Ave STE 52046 New York, NY 10016 hello@disclosurefacts.com

8. Service Modules and Core Features

Our modules operate within, and produce records of, Transactions.

Universal Clickable Disclosures ("UCD"). A UCD is a standardized, machine- and human-readable label generated in connection with a Transaction and designed to travel with the associated post or placement. A UCD may reference: (i) material connection type (e.g., paid sponsorship, gifted products, affiliate links or commissions); (ii) role or persona (e.g., creator, spokesperson, actual customer, clinician, domain expert); (iii) disclosure phrasing and visibility guidance; and (iv) post-specific identifiers that link to the associated Transaction Packet. A UCD is intended to be clearly visible and easily accessible near the advertising content and may be surfaced via short code, QR, pinned comment, link-in-bio, or platform-specific placement where available. You are solely responsible for implementing, positioning, and maintaining appropriate disclosures on each platform or medium, and for ensuring that any UCD you publish is complete and accurate. A UCD reflects what was recorded in the associated Transaction; it does not certify that the disclosure it references is adequate under any law or platform policy.

Disclosure Facts Profiles ("DFP"). DFPs are public or permissioned pages for Advertisers and Endorsers that consolidate Transaction history, credential verification status, policy Attestations, training status, and other transparency information. Visibility and data fields may vary by plan, role, and settings. You are responsible for the accuracy of information displayed on your profile and for any updates. Changing what your profile displays does not change what was recorded, as described in Section 6(g).

Disclosure Integrity Protocol ("DIP"). DIP entries are the timestamped records generated within a Transaction, including label versions, condition status, verification results, selections made, and links to live posts. DIP entries are recorded on an append-only basis as described in Section 6(c). DIP is not a legal opinion, audit, or certification.

Transaction Portals. Advertisers may invite Endorsers and, where applicable, Brokers to participate in Transactions; Endorsers may manage invitations and Transaction activity; and Brokers may coordinate Transaction activity within the permissions and delegations recorded for them. As set out in Section 4(d), Disclosure Facts is not a party to any agreement among Transaction Participants and does not broker, endorse, assume responsibility for, or guarantee deals or payments between them. Each Transaction Participant remains responsible for its own agreements, conduct, and obligations. Disclosure Facts does not mediate, enforce, or monitor compliance with agreements entered into among Transaction Participants.

Open Payments Reporting Data Packets. Where enabled, the Services may use information contained in a Transaction Packet, together with classifications, selections, and other information supplied or confirmed by Transaction Participants, to generate a structured Open Payments Reporting Data Packet for use in connection with a reporting entity's CMS Open Payments workflow. Depending on the Transaction, the packet may include recipient and participant identifiers, payment amount and date, payment form or nature classifications selected or confirmed by the responsible party, covered-product information, direct or indirect payment information, Broker involvement, and other data fields or supporting records made available through the Services. Disclosure Facts does not determine whether a particular payment or transfer of value is reportable, who has a reporting obligation, how a payment must be classified, whether a recipient is covered, or whether the packet satisfies any CMS reporting requirement. The applicable reporting entity remains solely responsible for its legal determinations, review, certification or attestation, submission, corrections, dispute responses, and compliance with Open Payments requirements.

OPDP Submission Packets. Where enabled, the Services may use Transaction Records and materials supplied or confirmed by Transaction Participants to generate an OPDP Submission Packet for use in connection with a prescription-drug sponsor's FDA promotional-material submission workflow. Depending on the Transaction, the packet may include the final promotional communication or a reference to it, product and sponsor information, Endorser and credential information, Broker participation, disclosure information, Transaction Conditions and Attestations, approvals and version history, publication or dissemination information, payment-related records, labeling or reference materials supplied by the Transaction Participants, and other submission-related data or artifacts supported by the Services. Disclosure Facts does not review or approve promotional claims, determine whether any communication is required to be submitted, determine the timing, content, format, or legal sufficiency of any FDA submission, or represent that an OPDP Submission Packet or the underlying promotional communication complies with FDA requirements. The applicable sponsor remains solely responsible for its legal and regulatory determinations, review, submission, certification, and compliance.

Regulatory packet transmission. Unless the Services expressly state otherwise, an Open Payments Reporting Data Packet or OPDP Submission Packet is a generated output for the applicable Transaction Participant's use and is not itself a filing or submission by Disclosure Facts. Disclosure Facts will transmit a packet or related Transaction information to CMS, FDA, or another governmental system only where the Services expressly support that transmission and the Organization responsible for the report or submission has directed or authorized it. A successful transmission does not mean that the receiving authority accepted, approved, validated, or agreed with the contents, and does not transfer the applicable reporting or submission obligation to Disclosure Facts.

Third-Party Platforms and Integrations. The Services may provide links to third-party websites and resources that are not maintained by us ("Third-Party Websites"). We are not responsible for such Third-Party Websites, and we make no warranties or representations about the content therein. We recommend that you read the privacy policies and user agreements of the Third-Party Websites you visit. We are not and will not be responsible for: (i) the terms and conditions of any transaction between you and any such Third-Party Websites; (ii) any insufficiency of or problems with any such Third-Party Websites' background, insurance, credit, or licensing; (iii) the quality of products or services offered or advertised by Third-Party Websites; or (iv) any other legal liability arising out of or related to your transactions in connection with Third-Party Websites. YOUR USE OF THIRD-PARTY WEBSITES IS AT YOUR OWN RISK. IN THE EVENT YOU HAVE A DISPUTE WITH ANY THIRD-PARTY WEBSITES, YOU AGREE TO RELEASE US AND OUR AFFILIATES, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Additional Terms. Certain parts or features of the Services may be subject to additional terms and conditions that are not expressly stated in these Terms, such as areas of the Services where payments are collected from you (collectively, "Additional Terms"). You agree to comply with such Additional Terms that apply to your use of the applicable parts or features of the Services. Any conflict among these Terms, Additional Terms, Sale Agreements, and Transaction-specific terms will be resolved according to the order of precedence in Section 21(e).

9. Acceptable Use

You agree that you will not:

  • use the Services to violate any applicable law, regulation, or right of any person;
  • use the Services to "stalk," harass, abuse, defame, threaten, or defraud others;
  • use the Services for the commission or encouragement of any illegal purpose or in violation of any local, state, national, or international law, including laws governing criminal acts, prohibited or controlled substances, intellectual property rights, data protection and privacy, and import or export control;
  • submit any Attestation, credential, eligibility statement, or approval that you know or reasonably should know to be false, misleading, or incomplete;
  • mark any Transaction Condition satisfied where you know or reasonably should know it has not been satisfied;
  • claim to be, or act on behalf of, an Organization for which you are not authorized;
  • submit false, altered, or fraudulently obtained identity, credential, business registration, ownership, or authorization documents for verification;
  • share Account credentials, or permit any person to act under your Account who has not been provisioned as an Administrator or User of the applicable Organization;
  • continue to access or act through the Services on behalf of an Organization after your authority to do so has ended, or continue to participate in Transactions as a credentialed Endorser after the applicable credential has lapsed, been suspended, restricted, or revoked;
  • circumvent, or attempt to circumvent, any verification requirement of Disclosure Facts, a verification provider, or a Payment Provider;
  • alter, backdate, suppress, fabricate, or attempt to remove any entry in a Transaction Packet, or circumvent the append-only correction process;
  • open, structure, or complete a Transaction for the purpose of generating a record of events that did not occur;
  • publish, display, or reference a UCD, DFP, or Transaction Packet in a manner that misrepresents its scope, its contents, or what Disclosure Facts has or has not verified;
  • represent to any third party that Disclosure Facts has certified, approved, audited, or opined on any disclosure, Transaction, or party, or that Disclosure Facts has verified anything beyond what is recorded in the applicable Transaction Packet;
  • use or present an Open Payments Reporting Data Packet, OPDP Submission Packet, or other regulatory or reporting output in a manner that falsely represents that Disclosure Facts made a legal reporting or compliance determination, that Disclosure Facts submitted the material where it did not, or that CMS, FDA, or another authority accepted, approved, validated, or endorsed the underlying Transaction, payment, promotional communication, or packet;
  • if you are a Broker, purport to bind an Advertiser or Endorser, submit a direct-party Attestation, approve a Transaction, or authorize payment on that party's behalf without authority expressly permitted and recorded under Section 4(f);
  • misrepresent a Broker's role, authority, licensure, or legal status, or represent that use of the functional term "Broker" by the Services establishes any license, regulated status, or legal authority;
  • remove, circumvent, disable, damage, or otherwise interfere with security-related parts or features of the Services;
  • misuse, reverse engineer (except to the extent such restriction is prohibited by law), interfere with, damage, or disrupt the Services, or intentionally interfere with other users' enjoyment of the Services;
  • use robots, scrapers, or similar tools to extract data except as expressly permitted in writing by Disclosure Facts;
  • post, store, send, transmit, or disseminate any User Content (as defined in Section 10) that a reasonable person could deem to be objectionable, defamatory, libelous, offensive, obscene, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, or otherwise offensive or unlawful;
  • post, store, send, transmit, or disseminate any User Content or other material that infringes the intellectual property rights of any third party;
  • impersonate any person or entity or misrepresent your affiliation; and/or
  • use the Services to build a competing product or to create deceptive or misleading disclosures.

Disclosure Facts reserves the right, in its sole discretion, to suspend or terminate your access to the Services and/or your Account at any time for any actual, suspected, or alleged violation of these Terms, including but not limited to the items enumerated in this Section 9. The list of prohibited conduct set forth in this Section is illustrative and not exhaustive. Suspension or termination does not delete or alter any Transaction Record created before it.

10. User Content and Data

(a) Your Content. You retain all rights to content you submit to or through the Services ("User Content"). You grant us a worldwide, non-exclusive, royalty-free, transferable license to host, store, reproduce, display, and create derivative works from User Content solely to provide and improve the Services, operate profiles, labels, and Transaction Packets, and as otherwise permitted by your Account settings.

(b) Transaction Records are permanent and are treated differently from other User Content. Attestations, Transaction Conditions and their status, verification results, approvals, payment-related records, DIP entries, and other content forming part of a Transaction Packet ("Transaction Records") are governed exclusively by Section 6 and are not subject to subsection (c) below. Neither you nor Disclosure Facts may delete or alter a recorded Transaction Record other than by appended correction as described in Section 6(c). Disclosure Facts does not delete Transaction Records, and will not do so at your request, at its own discretion, or upon termination of your Account.

(c) Other User Content. With respect to User Content that is not a Transaction Record, Disclosure Facts may preserve or delete such content at any time and for any purpose, and you are not guaranteed continued access to it. Documents submitted solely for verification purposes, such as copies of government-issued identification or business registration documents, are not Transaction Records; the verification result derived from them is recorded permanently in accordance with Section 6(l), while the underlying documents are retained only as described in the Privacy Policy.

(d) Disclosure. Disclosure Facts may disclose User Content, including Transaction Records, where it determines that: (i) disclosure is necessary to enforce these Terms, to respond to claims that any User Content violates the rights of third parties, or to protect the rights, property, or personal safety of Disclosure Facts, its users, or the public; or (ii) appropriate legal process requires disclosure.

(e) Searchability and public visibility. You authorize Disclosure Facts to include User Content in a searchable format that may be accessed by users of the Services and by Third-Party Websites. Disclosure Facts shall have no liability for User Content that is public and visible on the Services, Third-Party Websites, or search engines, including after such User Content ceases to be displayed by you or by Disclosure Facts. Nothing in this subsection authorizes deletion of a Transaction Record.

(f) Accuracy. You represent and warrant that all User Content you submit, including every Attestation and every item submitted for verification, is accurate, truthful, and lawful, and that you have obtained all necessary rights, licenses, consents, and permissions to submit it. You are solely responsible for the accuracy, legality, and appropriateness of your User Content.

(g) Feedback. You agree that Disclosure Facts is free to use any ideas, concepts, or techniques that you send to Disclosure Facts through the Services (collectively, "Feedback") for any purpose, including developing and marketing efforts that incorporate such Feedback. By providing any Feedback, you grant Disclosure Facts and its affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such Feedback for any purpose.

11. Intellectual Property; No Implied Rights; DMCA

(a) Our Intellectual Property Rights. The Services, UCD, DFP, DIP, software, labels, designs (including the Disclosure Facts shield and icon), documentation, Aggregate Data, and all related content are owned by us or our licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, we reserve all rights in connection with the Services and their content, including, without limitation, the exclusive right to create derivative works. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that Disclosure Facts and/or its licensors own all right, title, and interest in and to the Services (including all intellectual property rights therein) and you agree not to take any action inconsistent with such ownership interests. Nothing contained in the Services should be construed as granting any license or right to use any trademarks or service marks without the express prior written consent of the owner. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on all or any part of the Services or any information or materials made available through the Services. UNAUTHORIZED USE OF ANY PART OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE USED BY THE SERVICES, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES (INCLUDING, WITHOUT LIMITATION, POSSIBLE MONETARY DAMAGES), INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

(b) Infringing Material; DMCA.

Notification Procedures. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to the contact listed in subsection (d) below. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  1. Your physical or electronic signature.
  2. Identification and description of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
  3. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  4. Adequate and current information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  5. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the written notice is accurate.
  7. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy to disable and/or terminate, in appropriate circumstances, any user's access to the Services and/or Account in the event of repeated infringing activity, and Disclosure Facts reserves such rights.

Counter-Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to the contact listed in subsection (d) below. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

  1. Your physical or electronic signature.
  2. An identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access was disabled.
  3. Adequate and current information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  4. A statement by you, under penalty of perjury, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  5. A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you are outside the United States, for any judicial district in which the Services may be found), and that you will accept service of process from the person who provided the DMCA Notice or an agent of such person.

(c) Scope. This Section 11(b) applies to material displayed through the Services. It does not authorize, and will not be used to effect, the deletion of a Transaction Record, which may be removed or redacted only as provided in Section 6(e).

(d) DMCA Contact Information.

By Mail: Swaypay It, Inc.
Attn: Copyright Agent
169 Madison Ave STE 52046
New York, NY 10016
Email: support@disclosurefacts.com

12. Privacy

Our collection and use of personal information is described in our Privacy Policy. By using the Services, you acknowledge our processing of personal information consistent with the Privacy Policy, including the identity and credential verification described in Section 3, the permanent retention of Transaction Records described in Section 6, and the creation and licensing of Aggregate Data described in Section 7.

13. Disclaimers

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR LOSS OF DATA; (B) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (C) ANY HARM TO YOUR COMPUTER SYSTEM, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (D) THE SERVICES' OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; AND (E) ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (I) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE, AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SERVICES; AND (II) ENSURE THAT ANY SOFTWARE AND HARDWARE THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICES. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, YOUR ACCESS TO AND USE OF THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING VIA THIRD-PARTY WEBSITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DISCLOSURE FACTS OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

WITHOUT LIMITING THE FOREGOING, DISCLOSURE FACTS MAKES NO WARRANTY OR REPRESENTATION THAT ANY TRANSACTION PACKET, UCD, DFP, DIP ENTRY, OPEN PAYMENTS REPORTING DATA PACKET, OPDP SUBMISSION PACKET, OR OTHER REGULATORY OR REPORTING OUTPUT WILL BE ACCEPTED, RELIED UPON, ADMITTED, OR GIVEN ANY PARTICULAR WEIGHT BY CMS, FDA, ANY OTHER REGULATOR, PLATFORM, COURT, ARBITRATOR, OR OTHER BODY; THAT ANY SUCH PACKET OR OUTPUT IS COMPLETE OR SUFFICIENT TO SATISFY A REPORTING, FILING, SUBMISSION, DISCLOSURE, OR RECORDKEEPING OBLIGATION; THAT ANY STATEMENT, CLAIM, OPINION, EXPERIENCE, CLASSIFICATION, OR OTHER INFORMATION RECORDED IN OR DERIVED FROM A TRANSACTION PACKET IS TRUE, ACCURATE, SUBSTANTIATED, OR LEGALLY CORRECT; OR THAT ANY TRANSACTION, PAYMENT, DISCLOSURE, PROMOTIONAL COMMUNICATION, ENDORSEMENT, REPORT, OR SUBMISSION RECORDED OR GENERATED THROUGH THE SERVICES COMPLIES WITH ANY LAW, RULE, GUIDELINE, PLATFORM POLICY, OR AGREEMENT. WHERE DISCLOSURE FACTS HAS PERFORMED OR PROCURED VERIFICATION UNDER SECTION 1(c), IT WARRANTS ONLY THAT THE VERIFICATION RESULT RECORDED IS THE RESULT IT RECEIVED FROM THE SOURCE OR PROVIDER, AS OF THE DATE RECORDED, AND MAKES NO WARRANTY AS TO THE ACCURACY OF THE UNDERLYING SOURCE RECORD OR THE CONTINUING STATUS OF ANY VERIFIED CREDENTIAL.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DISCLOSURE FACTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING FROM CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), OR ANY OTHER CAUSE OF ACTION, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IF A COURT OF COMPETENT JURISDICTION FINDS DISCLOSURE FACTS LIABLE TO YOU, THEN OUR TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE AMOUNTS YOU PAID TO DISCLOSURE FACTS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $100 IF YOU HAVE NOT PAID ANY AMOUNTS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Indemnification

You agree to defend, indemnify, and hold harmless Disclosure Facts and our affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation or breach of these Terms, applicable law or regulation, or the rights of any third party; (d) your arrangements with any other Transaction Participant; (e) any Attestation you submitted or any Transaction Condition you marked satisfied; (f) any representation you made to a third party regarding the scope, meaning, or effect of a Transaction Packet, UCD, DFP, DIP entry, Open Payments Reporting Data Packet, OPDP Submission Packet, or other regulatory or reporting output; (g) any claim that you lacked authority to act for an Organization, or that an Attestation or other action submitted under your Account was unauthorized; (h) any information or document you submitted for verification under Section 3; (i) if you are a Broker, your acts or omissions in arranging, facilitating, managing, creating, reviewing, disseminating, or otherwise participating in a Transaction or endorsement, including any action taken or purportedly taken on behalf of an Advertiser or Endorser; and (j) any classification, election, instruction, data, promotional material, or other information you supplied or confirmed for a regulatory or reporting packet, and any report, filing, or submission you make or direct using such packet.

If Disclosure Facts chooses to assume the defense of any matter that is subject to indemnification by you, you will cooperate with Disclosure Facts, at its expense, in any respect reasonably requested by Disclosure Facts. You also acknowledge and agree not to settle any matter without the prior express written consent of Disclosure Facts.

16. Suspension; Termination

These Terms commence on the day that you accept them and will continue in effect until we terminate these Terms or your Account, or you request to close and delete your Account at any time by contacting Disclosure Facts at support@disclosurefacts.com. We may, in our sole discretion, suspend or terminate your access to the Services and/or Account at any time for any reason without prior notice to you. You acknowledge and agree that Disclosure Facts will not be liable to you or any third party for any termination of your access to or use of the Services or an Account. Any such termination will automatically terminate all rights and licenses granted to you under these Terms, including all rights to access or use the Services.

Transaction Records survive. Termination of your Account does not delete, invalidate, or terminate any Transaction Packet or Transaction Record generated before termination. Transaction Records are permanent and survive termination, closure, suspension, and deletion of your Account, and survive termination of these Terms. Closing your Account does not entitle you to deletion of any Transaction Record and does not cause any Transaction Record to be deleted. Disclosure Facts will use commercially reasonable efforts to make Transaction Packets associated with your prior Transactions available to you for a period of 90 days following termination, after which continued access may require a new or reinstated Account; the records themselves persist regardless of whether you retain access to them.

Survival. Sections 1 (Overview), 2(c) (Personally Bound), 3(j) (Disputed Authority), 4(d) (Not a Party), 4(f)-(j) (Broker Authority and Responsibility; Direct-Party Attestations; Governing Transaction Version; Reliance), 6 (Transaction Packets; Records and Integrity), 7 (Aggregate and De-Identified Data), 10(b) (Transaction Records), 10(g) (Feedback), 11 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), this Section 16, 19 (Governing Law), 20 (Dispute Resolution), and 21 (Miscellaneous), and any other provisions of these Terms giving rise to continued obligations of the parties, will survive termination of these Terms.

17. Changes to the Services and to These Terms

We may modify the Services or these Terms from time to time at our discretion and without prior notice, in which case we will update the "Last Updated" date at the top of these Terms, provided that these changes will be prospective only and not retroactive. If we make material changes, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of these Terms. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. If you continue to use the Services after any changes or modifications of these Terms are posted, you will be considered to have accepted such changes and/or modifications. ACCORDINGLY, EACH TIME YOU ACCESS OR USE THE SERVICES, YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN-APPLICABLE TERMS, AND YOU AGREE THAT YOUR USE OF THE SERVICES AFTER SUCH NEW TERMS HAVE BEEN POSTED CONSTITUTES YOUR AGREEMENT TO THE NEW TERMS FOR YOUR NEW ACCESS AND USE OF THE SERVICES. If you do not agree to the changes, you should not access or use the Services after the effective date of the changes. Please revisit these Terms regularly to ensure that you stay informed of any changes.

For clarity, changes to these Terms apply prospectively to access and use of the Services and to Transactions whose Governing Transaction Version has not yet been established under Section 4(i). Once a Governing Transaction Version has been established for a Transaction, later changes to these Terms, a standard condition set, or a schema do not modify that Transaction except as expressly provided in Section 4(i). Transaction Records already created remain governed by the record-integrity and versioning rules in Section 6.

18. Data Security and Continuity

Because Transaction Records are permanent and cannot be recreated, Disclosure Facts maintains reasonable technical and organizational measures designed to preserve the integrity, availability, and durability of Transaction Records, including access controls, tamper-evidence measures, and backup and recovery procedures. No system can be guaranteed completely secure or available, and nothing in this Section constitutes a warranty. This Section does not expand Disclosure Facts' liability beyond Section 14.

19. Governing Law

You hereby agree that these Terms (and any claim or dispute arising in connection with these Terms or your use of the Services) are governed by and shall be construed in accordance with the laws of the State of New York, United States, without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in New York County, New York, United States, and waive any jurisdictional, venue, or inconvenient forum objections thereto.

20. Dispute Resolution

(a) Process. Prior to commencing, joining, or being joined (as either an individual litigant or a member of a class) to any judicial action that asserts a claim arising from, relating to, or in connection with these Terms or your use of the Services, you agree to provide, in writing to the address listed below, notice of the claim. You further agree to include with that notice your name, a way in which Disclosure Facts can contact you (i.e., address, telephone number, email address), a description of your claim, and any documentation in your possession supporting your claim. You also agree to provide Disclosure Facts no fewer than thirty (30) days from the date you submitted your claim to resolve it, whether by taking corrective action or by compensating you for your alleged damages.

(b) Claims. You must send your claim to: Swaypay It, Inc., 169 Madison Ave STE 52046, New York, NY 10016. YOU AGREE THAT PROVIDING NOTICE OF YOUR CLAIM TO DISCLOSURE FACTS AND ALLOWING DISCLOSURE FACTS AT LEAST THIRTY (30) DAYS TO ATTEMPT TO RESOLVE YOUR CLAIM IS A CONDITION PRECEDENT TO YOUR COMMENCING, JOINING, OR BEING JOINED TO ANY JUDICIAL ACTION AGAINST DISCLOSURE FACTS, AS EXPLAINED ABOVE.

(c) CLASS ACTION WAIVER. If, after having provided Disclosure Facts notice of your claim and at least thirty (30) days to resolve it, you and Disclosure Facts have still not reached a resolution, and if your claim exceeds $1,000, you agree to waive your right to bring or participate in a class action or other representative proceeding with respect to your claim.

21. Miscellaneous

(a) General. If any provision contained in these Terms is held by a court to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions of these Terms will not be affected thereby.

(b) Severability. If a court determines that any part of these Terms is invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

(c) Assignment. Disclosure Facts may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without notice. You may not assign these Terms, and you may not delegate your duties under them, without the prior written consent of an officer of Disclosure Facts.

(d) No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Disclosure Facts' failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

(e) Entire Agreement; order of precedence. These Terms, together with the Privacy Policy, any Additional Terms, any Sale Agreements, and the Transaction-specific terms comprising a Governing Transaction Version, constitute the entire agreement between you and Disclosure Facts concerning your Account and the Services. In the event of a conflict: (i) the Transaction-specific terms within the Governing Transaction Version control with respect to that Transaction; (ii) a Sale Agreement controls with respect to fees, subscription scope, commercial purchase terms, and other matters expressly addressed by that Sale Agreement; (iii) applicable Additional Terms control with respect to the specific feature or service to which they apply; and (iv) these Terms control in all other respects. The Privacy Policy governs the processing of personal information and does not expand or reduce substantive Transaction obligations except where expressly stated.

(f) Electronic Transactions, Records, and Signatures. You consent to conduct Transactions through electronic means and to receive, create, execute, and retain records relating to Transactions electronically. When the Services identify an action as requiring acceptance, approval, confirmation, signature, or Attestation, your act of clicking or selecting the applicable button or control, submitting an Attestation, marking a Transaction Condition satisfied, approving a Transaction, accepting or amending Transaction Conditions, authorizing a payment instruction, or otherwise completing the designated electronic action constitutes your electronic signature and your intent to be legally bound by that action to the same extent as if you had signed a written document by hand. The Services may record the identity of the Account and User taking the action, the Organization on whose behalf the User represented that the User was acting, the action taken, the applicable Transaction and Governing Transaction Version, and the date and time of the action, and those records may form part of the Transaction Packet. Advertisers and Endorsers provide their electronic assent independently. Participation by a Broker does not constitute assent on behalf of an Advertiser or Endorser except to the extent specific delegated authority is expressly permitted and recorded under Section 4(f), and no delegation may substitute for a direct-party Attestation required under Section 4(h). Nothing in this Section makes Disclosure Facts a party to any underlying agreement between Transaction Participants.

(g) Electronic communications and retention. You consent to receive notices, disclosures, Transaction records, approvals, requests, and other communications relating to the Services electronically, including through the Services and by email. You represent that you have access to hardware, software, an active email account, and storage sufficient to receive, access, download, and retain electronic records made available through the Services. Electronic communications and records provided through the Services satisfy any requirement that such communication or record be provided in writing to the extent permitted by applicable law. Where the Services make a Transaction-related record available for download, you are responsible for retaining any copy you wish to keep outside the Services.

(h) Force Majeure. Disclosure Facts will not be liable for delay or failure to perform an obligation under these Terms to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, sanctions, epidemics or pandemics, failures of utilities or telecommunications, internet or cloud-service outages, failures of Payment Providers or verification providers, cyberattacks not caused by Disclosure Facts' failure to maintain reasonable safeguards, or other similar events. This subsection does not excuse payment obligations already accrued and does not permit alteration or deletion of Transaction Records except as otherwise provided in these Terms or required by law.

22. Contact Us

You may contact us about the Services or these Terms at:

Swaypay It, Inc.
169 Madison Ave #52046
New York, NY 10016
support@disclosurefacts.com