Disclosure Facts Terms of Use

Last Updated: September 7, 2026

These Terms of Use ("Terms") apply to the website located at www.disclosurefacts.com and to all products, services, features, mobile applications, widgets, portals, labels, records, content, and related services where these Terms appear or are linked (collectively, the "Services"), which are owned and operated by Swaypay It, Inc. ("Disclosure Facts," "we," "us," or "our").

The Services provide the dedicated payment method for regulated endorsements, enabling Advertisers, Endorsers, and Brokers to open, condition, complete, and record regulated endorsement transactions. The Services generate and maintain records of Transactions as described in Section 6 below, including records of events that occur before a Transaction is completed and partial records of Transactions that do not complete.

For purposes of these Terms, "you" or "your" mean you individually or the entity on behalf of which you are accessing or using the Services. Your use of the public portions of the Services is subject to these Terms to the extent applicable to that use. Before you may create or use an Account or participate in a Transaction, you must affirmatively accept these Terms through the electronic acceptance mechanism presented by the Services. By selecting an "I agree," "accept," or similar control, or by creating or using an Account after that acceptance, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

PLEASE NOTE THAT THESE TERMS CONTAIN A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE LAWSUIT. FOR MORE INFORMATION, PLEASE SEE SECTION 20.

PLEASE ALSO NOTE THAT TRANSACTION RECORDS CREATED THROUGH THE SERVICES ARE PERMANENT. THEY CANNOT BE EDITED OR DELETED, INCLUDING BY YOU, AND THEY SURVIVE CLOSURE OF YOUR ACCOUNT. FOR MORE INFORMATION, PLEASE SEE SECTION 6.

THE SERVICES ARE CONTROLLED AND/OR OPERATED FROM THE UNITED STATES AND ARE INTENDED ONLY FOR INDIVIDUALS AND BUSINESSES RESIDING IN THE UNITED STATES. THE SERVICES ARE NOT INTENDED TO SUBJECT US TO NON-U.S. JURISDICTION OR LAWS. If you access or use the Services from outside of the United States, you do so at your own risk, and you are responsible for complying with all local laws, rules, and regulations in your jurisdiction.

You acknowledge that personal information you provide through the Services shall be governed by our Privacy Policy, which is hereby incorporated and made part of these Terms.

1. Overview: What Disclosure Facts Is (and Isn't); No Legal Advice; No Guarantees

(a) What we do. Disclosure Facts is the dedicated payment method for regulated endorsements. Through the Services, an Advertiser and an Endorser (and, where applicable, a Broker) may open a Transaction, agree to the Transaction Conditions that must be satisfied before payment is authorized, submit the Attestations and materials those conditions require, and complete the Transaction. As a Transaction proceeds, the Services generate and maintain a Transaction Packet: a dated, structured record of what each party stated, selected, submitted, approved, and did through the Services, and when. Depending on the Transaction and the features enabled, Disclosure Facts may also use information in the Transaction Packet to generate structured regulatory and reporting outputs, including Open Payments Reporting Data Packets and OPDP Submission Packets, as described in Section 8.

(b) The record is a byproduct of the transaction, not a separate service. The Universal Clickable Disclosure ("UCD"), the Disclosure Facts Profile ("DFP"), and the Disclosure Integrity Protocol ("DIP") are not standalone certifications. They are artifacts produced by, and referenced within, a Transaction. Their function is to record and surface what the parties did in the course of that Transaction.

(c) What we verify, and what we do not. Disclosure Facts verifies certain status facts about Transaction Participants, directly or through a credentials verification organization ("CVO") or other third-party identity and verification provider, as described in Section 3. Verified items may include the identity of an individual, the existence and current status of a professional license or credential, board certification, registration with applicable regulatory authorities, and screening against applicable exclusion, sanctions, and restricted-party lists. Where verification is performed, it is performed against the primary source or an approved equivalent, and the Transaction Packet records what was verified, the source relied upon, the method used, and the date of verification.

Disclosure Facts does not investigate, verify, validate, audit, certify, or render any opinion on: the truth, accuracy, completeness, or substantiation of any statement, claim, opinion, experience, or representation made in or about an endorsement; whether any Endorser in fact used, was prescribed, or experienced any result from any product; the adequacy, placement, timing, or legal sufficiency of any disclosure; or whether any Transaction, endorsement, or disclosure complies with any law, rule, guideline, or platform policy. Those matters remain the sole responsibility of the Transaction Participants. Verification of a credential is not an endorsement of what the credentialed person said.

(d) Verification is a point-in-time result, not a continuing representation. A verification records the status of an identity or credential as of the date it was performed, against the source then available. Credentials may lapse, or be suspended, restricted, conditioned, or revoked after verification. Disclosure Facts does not continuously monitor credential status unless expressly agreed in writing, and does not represent that any verified credential remains in the same status at any later date. Where re-verification is performed, the result is recorded as a new, separately timestamped entry; prior verification entries remain in the Transaction Packet in accordance with Section 6(c). Disclosure Facts relies on the primary source and on its verification providers and is not responsible for errors, omissions, or delays in the records maintained by any licensing board, registry, certifying body, or other primary source.

(e) Evidentiary, not exculpatory. A Transaction Packet may assist you in demonstrating what occurred in connection with a Transaction and when. It does not establish that your conduct complied with any law, rule, guideline, platform policy, or contract, and it is not a defense to any claim. You acknowledge that no regulator, platform, court, arbitrator, or other body is bound by, or required to give any particular weight to, a Transaction Packet or any part of it.

(f) Not a law firm; no legal advice or compliance determination. Disclosure Facts is not a law firm and does not provide legal advice or legal representation. The Services provide transaction infrastructure and records for regulated endorsements; they do not determine, certify, approve, or guarantee legal or regulatory compliance, and they are not insurance or a risk-transfer product. Any guidance, templates, condition sets, labels, data mappings, or regulatory or reporting packet formats made available through the Services are informational tools intended to support your own decisions and workflows. You acknowledge and agree that: (i) you are solely responsible for your own legal compliance, including the adequacy and placement of disclosures under applicable laws, rules, and platform policies; (ii) no attorney-client relationship is created by your use of the Services; (iii) Disclosure Facts does not determine whether any payment or transfer of value is reportable under the CMS Open Payments program, who is a reporting entity or covered recipient, how a payment should be classified, or whether any Open Payments Reporting Data Packet is complete or sufficient for a reporting obligation; (iv) Disclosure Facts does not determine whether any promotional communication is subject to submission to the FDA Office of Prescription Drug Promotion ("OPDP"), whether any OPDP Submission Packet is complete or sufficient for a submission obligation, or whether any promotional communication complies with FDA requirements; (v) Disclosure Facts makes no warranty or representation as to the sufficiency or effectiveness of any disclosure and does not guarantee any outcome with any regulator, platform, court, or private party; (vi) Disclosure Facts does not guarantee that use of the Services will prevent any investigation, enforcement action, lawsuit, penalty, or dispute, or that any post will be found compliant by any regulator, platform, court, or other body; and (vii) you may not rely on the Services as a substitute for independent legal counsel.

2. Eligibility, Authority, and Verification

(a) Eligibility. To access or use the Services, you must be of the age of majority in your jurisdiction, must not be barred from using the Services under applicable law, and must not be located in, or acting on behalf of any person located in, a jurisdiction or on any list that would make your use unlawful, including any applicable sanctions or restricted-party list.

(b) You act for an Organization. The Services are used by and on behalf of businesses. "Organization" means the Advertiser, Endorser, Broker, or other entity or individual on whose behalf you access or use the Services. If you access or use the Services on behalf of an Organization, you represent and warrant that: (i) the Organization exists and is accurately identified; (ii) you are an owner, officer, employee, contractor, or other authorized representative of that Organization; (iii) you have been duly authorized by that Organization to act for it in connection with the Services, including to submit Attestations, mark Transaction Conditions satisfied, approve payment, and bind the Organization to these Terms to the extent applicable to that Organization; and (iv) your acts and omissions in the Services are the acts and omissions of that Organization. If the Organization is a Broker, that authority extends only to the Broker's own acts and obligations unless an Advertiser or Endorser separately delegates specific authority to the Broker and that delegation is recorded in the Transaction as described in Section 4(f).

(c) You are personally bound by these representations. The representations in subsection (b) are made by you individually as well as on behalf of the Organization. If you access or use the Services on behalf of an Organization for which you are not in fact authorized, you are personally bound by these Terms and personally responsible for all activity conducted under your Account, including under Section 15 (Indemnification). An Organization's disclaimer of your authority does not relieve you of that responsibility.

(d) Authority is not assumed. Disclosure Facts does not verify the internal authority of any individual within an Organization beyond the verification measures described in Section 3, and does not represent that any person who acted through the Services was in fact authorized to do so by the Organization they identified. Consistent with Section 1(c), the Services record what a person represented about their authority; they do not adjudicate whether that representation was true.

3. Accounts, Organizations, and Account Security

(a) Accounts require a subscription. Access to the Services requires an account ("Account") and a current subscription, order form, or other written agreement with Disclosure Facts as described in Section 5. Accounts are provisioned by Disclosure Facts or by an authorized administrator of the subscribing Organization. We reserve the right, in our sole discretion, to accept or reject any registration or request for access. Accounts may not be sold, assigned, shared, or transferred.

(b) Organization verification. Before an Organization may open or participate in Transactions, and from time to time afterward, Disclosure Facts may require verification of the Organization and of each individual claiming authority to act for it. Verification may include: legal entity name, jurisdiction and date of formation, registered address, business registration or incorporation documents, tax identification, beneficial ownership information, the identity of authorized signatories, and confirmation of a domain, corporate email address, or other control indicator. Disclosure Facts may verify this information directly, through third-party identity and business verification providers, or through a Payment Provider.

(c) Individual verification. Disclosure Facts may require any individual seeking to act for an Organization, or to participate in a Transaction as an Endorser, to verify their identity. Identity verification may include government-issued identification, confirmation of control of a corporate email domain, written authorization from an officer or owner of the Organization, or completion of verification through a third-party provider.

(d) Primary source credential verification. Where a Transaction involves a clinician or other credentialed Endorser, Disclosure Facts may require credential verification performed by a credentials verification organization ("CVO") or equivalent provider against the primary source or an approved equivalent. Depending on the credential, verification may address licensure and current license status, board certification, registration with applicable regulatory authorities, education and training, and screening against applicable exclusion, sanctions, and restricted-party lists. The result of each verification, together with the source relied upon, the method used, and the date performed, is recorded in the Transaction Packet in accordance with Section 6(l). Disclosure Facts may decline to open or complete a Transaction where required verification is incomplete, unsuccessful, or returns an adverse result, and may require re-verification at any time.

(e) Payment Provider verification is separate and additional. Payment Providers impose their own identity, business, ownership, and sanctions verification requirements as a condition of processing payments. You are responsible for satisfying those requirements directly with the Payment Provider. Disclosure Facts does not control, and is not responsible for, a Payment Provider's verification decisions, and a Transaction may be delayed, suspended, or not completed where a Payment Provider's requirements are not met.

(f) Administrators and Users. An Organization may designate one or more administrators ("Administrators") who may add, remove, and manage other individuals with access to the Organization's Account ("Users"), configure roles and permissions, and act for the Organization in the Services. The Organization is responsible for the acts and omissions of its Administrators and Users, and for promptly removing any individual who is no longer authorized to act for it. Disclosure Facts is entitled to rely on the actions of any Administrator or User as the authorized actions of the Organization until the Organization removes that individual's access.

(g) Ongoing accuracy. You agree to provide accurate, current, and complete information and to keep it current. You will notify Disclosure Facts promptly at support@disclosurefacts.com if any information provided for verification becomes inaccurate, if any credential lapses or its status changes, if your authority to act for an Organization changes or ends, or if an Administrator or User is no longer authorized. Disclosure Facts may require re-verification at any time and may suspend access pending re-verification.

(h) Account security. You are responsible for maintaining the security and confidentiality of your Account credentials and for all activity conducted under your Account. You will not share credentials or permit any other person to use your Account. You will immediately notify us at support@disclosurefacts.com of any unauthorized use of your Account or other breach of Account security. Because Transaction Records are permanent, actions taken under your Account cannot be withdrawn from the record after the fact; they can only be corrected by appended entry as described in Section 6(c).

(i) Suspension for verification failure. Disclosure Facts may suspend or terminate an Account, and may decline to open or complete any Transaction, where verification is incomplete or unsuccessful, where information provided for verification appears inaccurate or falsified, where a credential is found to be lapsed, suspended, restricted, or revoked, where a person's authority to act for an Organization is disputed or withdrawn, or where required by applicable law, a Payment Provider, or a sanctions or restricted-party screening result.

(j) Disputed authority; effect on records. Where a person's authority to act for an Organization is later disputed, withdrawn, or determined to have been absent, Disclosure Facts will record that fact as a new, separately timestamped entry referencing the affected entries in each Transaction Packet concerned. Consistent with Section 6(c) and Section 6(d), the original entries are not deleted, altered, or removed. The Transaction Packet will reflect both the original Attestation and the subsequent challenge to the authority behind it. A challenge to authority does not by itself establish that the Attestation was unauthorized, and Disclosure Facts does not adjudicate the dispute; it records it.

4. Transactions, Conditions, and Payment Authorization

(a) Definitions. For purposes of these Terms:

• "Advertiser" means a brand, marketer, or other party that engages an Endorser to make or publish an endorsement.
• "Endorser" means a creator, spokesperson, customer, clinician, expert, or other party that makes or publishes an endorsement.
• "Broker" means a third-party intermediary engaged by an Advertiser, an Endorser, or both to facilitate, coordinate, manage, administer, negotiate, or otherwise participate in a Transaction, including an advertising agency, marketing agency, talent manager, creator-management company, public relations firm, or other service provider. A Broker is a separate Transaction Participant. "Broker" is a functional term used within the Services and does not represent that the Broker is licensed or acting as a broker under securities, insurance, real-estate, financial-services, talent-agency, or other regulated-profession law unless such law independently applies to that Broker.
• "Transaction" means a regulated endorsement transaction opened through the Services between an Advertiser and an Endorser, and where applicable a Broker or other Transaction Participant.
• "Transaction Participant" means any party to, or authorized actor within, a Transaction.
• "Transaction Conditions" means the conditions the Transaction Participants agree must be satisfied before payment is authorized in respect of a Transaction.
• "Attestation" means a statement, selection, confirmation, or approval submitted by a Transaction Participant in the course of a Transaction.
• "Payment Authorization" means the event, recorded by the Services, at which the applicable Transaction Conditions have been marked satisfied and the Services permit or initiate submission of the applicable payment instruction to a Payment Provider for processing.
• "Transaction Packet" means the record set generated and maintained by the Services in respect of a Transaction, as described in Section 6.

(b) Conditions precede payment. Where the Transaction Participants configure Transaction Conditions, the Services are designed so that Payment Authorization does not occur until those conditions are marked satisfied by the responsible party. This sequencing is the operational basis on which the Transaction Packet is generated: the record is created in the ordinary course of completing the Transaction, at the time the Transaction occurs, and not assembled afterward.

(c) Conditions are set by the parties. Transaction Conditions are selected and agreed by the Transaction Participants. Disclosure Facts does not determine what conditions are appropriate for any Transaction, does not represent that any condition set is sufficient for any legal or regulatory purpose, and, except where a condition is satisfied by a verification performed under Section 3, does not confirm that a condition marked satisfied was in fact satisfied. Marking a condition satisfied is an Attestation by the party who marked it.

(d) We are not a party to your underlying agreement. Disclosure Facts is not a party to, and does not broker, negotiate, guarantee, endorse, mediate, enforce, or monitor performance under, any endorsement, engagement, talent, or other agreement between Transaction Participants. Operating the Transaction infrastructure through which a payment is conditioned and submitted for processing does not make Disclosure Facts a party to that agreement, a guarantor of any obligation under it, or an agent or fiduciary of any Transaction Participant. All obligations under such agreements remain solely those of the Transaction Participants.

(e) No obligation to open or complete. Disclosure Facts may decline to open, may suspend, and may decline to complete any Transaction, in its discretion, including where required by applicable law or by a Payment Provider. Where a Transaction is not completed, any Transaction Packet or partial record generated in respect of it will reflect that fact.

(f) Brokers; role and no presumed authority. A Broker may facilitate operational or administrative aspects of a Transaction, but a Broker is not, solely by reason of participating in a Transaction, authorized to bind an Advertiser or Endorser, submit an Attestation on its behalf, mark a Transaction Condition satisfied on its behalf, approve a Transaction on its behalf, or authorize payment on its behalf. An Advertiser or Endorser may expressly delegate a specific action to a Broker only where the Services permit that delegation. Any such delegation must be expressly recorded in the Transaction, including the delegating party, the Broker, the scope of the delegated authority, and the time at which the delegation was granted. A Broker's participation does not create an agency, fiduciary, partnership, joint-venture, employment, or other legal relationship between Disclosure Facts and the Broker or between Disclosure Facts and any other Transaction Participant.

(g) Brokers remain responsible for their own conduct. A Broker is independently responsible for its own acts, omissions, representations, instructions, submissions, approvals, communications, and other participation in a Transaction. Nothing in these Terms limits, displaces, transfers, or determines any duty, obligation, or liability that a Broker may independently have under applicable law or contract arising from its role in arranging, managing, creating, reviewing, disseminating, or otherwise participating in an endorsement or advertising transaction. A Broker may not rely on its intermediary role, or on the participation of an Advertiser or Endorser, as relieving the Broker of responsibility for its own conduct.

(h) Direct-party Attestations remain direct. Certain Transaction Conditions may require direct Attestation, approval, or electronic signature by the Advertiser or Endorser and may not be satisfied by a Broker on that party's behalf, even where the Broker has other delegated authority in the Transaction. The Services may identify such conditions as requiring direct-party action. A Broker may prepare, upload, route, or coordinate materials relating to a direct-party condition, but the required Advertiser or Endorser must itself complete the designated Attestation, approval, or signature.

(i) Governing Transaction Version; transaction lock. Once the Advertiser and Endorser have each electronically accepted the initial Transaction Conditions for a Transaction, and any Broker whose own rights or obligations are expressly included has accepted the conditions applicable to that Broker, the Transaction becomes governed by the version of these Terms, the Transaction Conditions and condition-set version, the applicable schema, and any Transaction-specific Additional Terms then in effect (collectively, the "Governing Transaction Version"). The Services will record the applicable version identifiers in the Transaction Packet. The Governing Transaction Version will not be changed for that Transaction by any later modification to these Terms, the Services, a schema, or a standard condition set. Any amendment to the Transaction Conditions after the Governing Transaction Version is established must be separately presented and expressly accepted electronically by each Transaction Participant whose rights or obligations are affected by the amendment. The Transaction Packet will retain the prior version and will record the amendment, the parties who accepted it, and the time of acceptance as new, separately timestamped entries. Notwithstanding the foregoing, Disclosure Facts may make a change necessary to comply with applicable law, valid legal process, or a requirement of a Payment Provider. Any such change affecting an existing Transaction will be recorded in the Transaction Packet and will not erase, rewrite, or restate the Transaction's prior history.

(j) Reliance on participant instructions and records. Except for verification expressly performed under Section 3, Disclosure Facts may rely on any Attestation, instruction, approval, authorization, submission, notice, or other record that appears through the Services to have been made by the applicable User or Transaction Participant, without independently investigating the truth, legal sufficiency, or underlying authority of that action. This reliance does not convert the action into a verification or certification by Disclosure Facts and does not limit the correction and disputed-authority procedures described in Sections 3(j) and 6(c).

5. Fees and Payment

(a) Access to the Services is paid. The Services are made available only under a paid subscription, order form, or other written agreement with Disclosure Facts. We do not offer a free tier. The fees, payment terms, billing period, and scope of your access are set out in the applicable order form, subscription plan, or Sale Agreement. Unless that document states otherwise, fees are non-refundable, are exclusive of applicable taxes, and renew for successive terms until canceled in accordance with its terms. Nothing in these Terms entitles you to access or use the Services without a current paid subscription or written agreement, and we may suspend or terminate access for non-payment.

(b) Evaluations, pilots, and beta features. We may from time to time make the Services, or specific features, available to you at no charge for a limited evaluation, pilot, or beta period under a separate written agreement. Any such access is provided at our sole discretion, for the period stated, and may be modified or withdrawn at any time. No-charge access does not create a free plan, does not entitle you to continued access, and is provided without any warranty, uptime commitment, or support commitment. Transaction Records created during an evaluation, pilot, or beta period are permanent and are governed by Section 6 in the same way as any other Transaction Record.

(c) Sale Agreements. You and Disclosure Facts may have entered into one or more pre-existing written agreements related to your purchase of products and/or services from Disclosure Facts ("Sale Agreements"). TO THE EXTENT THAT YOU HAVE ONE OR MORE SALE AGREEMENTS, YOU AGREE TO ABIDE BY SUCH SALE AGREEMENTS WITH RESPECT TO THE PURCHASE OF PRODUCTS AND/OR SERVICES FROM DISCLOSURE FACTS, EVEN IF SUCH PRODUCTS AND/OR SERVICES ARE REFERENCED OR ADVERTISED ON THE SERVICES. Any conflict among a Sale Agreement, these Terms, Additional Terms, and Transaction-specific terms will be resolved according to the order of precedence in Section 21(e).

(d) Transaction payments. Where a Transaction involves payment from an Advertiser to an Endorser or Broker, that payment is processed by Stripe or another third-party payment provider, bank, or regulated financial institution ("Payment Providers"), and not by Disclosure Facts. Your use of a Payment Provider is subject to that provider's own terms and privacy policy, which you may be required to accept separately. Disclosure Facts may transmit payment instructions and payment-related transaction data to the Payment Provider through the Services, and records Payment Authorization and payment-related information within the Transaction Packet, but Disclosure Facts does not take custody of transaction funds.

(e) No custody or escrow. Disclosure Facts does not receive or hold transaction funds for the benefit of Transaction Participants, maintain stored balances on their behalf, or operate an escrow account. Transaction funds move through accounts and payment rails operated by Payment Providers. Disclosure Facts may condition when a payment instruction is submitted based on the status of Transaction Conditions, but Disclosure Facts does not itself custody or settle the funds.

(f) No guarantee of payment; Payment Provider actions. Disclosure Facts does not guarantee that any Advertiser will fund, or that any Endorser or Broker will receive, any payment in respect of a Transaction. Payment obligations arise under the agreement between the Transaction Participants, not under these Terms. Disclosure Facts is not responsible for any failed, returned, reversed, delayed, disputed, charged-back, frozen, withheld, or otherwise unavailable payment, or for any reserve, hold, account restriction, payout suspension, sanctions review, network rule, or other action imposed by a Payment Provider or financial institution, and is not liable for any loss arising from one, except to the extent required by applicable law.

(g) Timing. Payment Authorization records that Transaction Conditions were marked satisfied. It does not guarantee that funds will settle on any particular date. Settlement timing is determined by the applicable Payment Provider.

6. Transaction Packets; Records and Integrity

(a) What a Transaction Packet contains. For each Transaction, the Services generate and maintain a Transaction Packet. Depending on the Transaction, a Transaction Packet may include the applicable UCD, references to the applicable DFP, DIP entries, Transaction Conditions and their status, Attestations, credential and eligibility information and verification results, approvals, payment-related records, timestamps, the Governing Transaction Version and applicable Terms, condition-set and schema version identifiers, Broker delegations and authority records, supporting artifacts, and data fields, generated outputs, version information, export records, or transmission-status records associated with regulatory and reporting packets described in Section 8.

(b) Contemporaneous creation. Transaction Packets are generated by the Services in the ordinary course of operating the Transaction, at or about the time of the events they record, from information submitted by the Transaction Participants or returned by a verification source or provider. Entries are recorded as they occur.

(c) Integrity; append-only correction. Once recorded, an entry in a Transaction Packet is not editable or deletable by any Transaction Participant. Where a Transaction Participant believes an entry is inaccurate or incomplete, that party may submit a correction, which will be recorded as a new, separately timestamped entry that references the original. The original entry remains in the Transaction Packet. Nothing in these Terms grants any party the right to alter, backdate, suppress, or remove a recorded entry, and any attempt to do so is a material breach of these Terms.

(d) Permanence. Transaction Packets are permanent records. Disclosure Facts does not delete Transaction Packets or any entry within them, and does not delete them at the request of any Transaction Participant. A Transaction Packet is retained indefinitely and is not subject to any retention period after which it is discarded. Retention of Transaction Packets is not governed by the deletion provisions applicable to other User Content.

You acknowledge that by opening or participating in a Transaction you are creating a permanent record, and that you cannot subsequently cause that record to be removed. If you do not want a permanent record of a Transaction to exist, do not enter into the Transaction.

(e) Deletion only where legally compelled. Disclosure Facts will delete or redact a Transaction Record only where deletion or redaction is required by applicable law or by valid legal process. Where that occurs, Disclosure Facts will record the fact, date, and stated basis of the deletion or redaction within the affected Transaction Packet, so that the Transaction Packet reflects that a change was compelled rather than appearing never to have contained the information.

(f) Schema consistency. Transaction Records are recorded against a versioned schema. Each entry records the schema version under which it was created. Where Disclosure Facts changes the fields, definitions, or condition sets used in Transactions, prior entries are not restated, re-mapped, or reinterpreted under the new version; they remain readable under the version in effect when they were recorded. Disclosure Facts maintains the definitions associated with each schema version for as long as it maintains records created under that version.

(g) Visibility is not permanence. You may be able to change what information associated with a Transaction is displayed publicly, including through your DFP settings. Changing what is displayed does not change what was recorded. The underlying Transaction Record persists regardless of display settings, Account status, or subsequent configuration changes.

(h) Access and availability. Each Transaction Participant will have access to the Transaction Packets for the Transactions to which that party was a Participant, subject to role, permissions, and plan. Access to a Transaction Packet may be restricted where required by law, by legal process, or to protect the rights or safety of any person. Your access to a Transaction Packet is separate from the existence of the record; a Transaction Record persists whether or not you retain access to it.

(i) Disclosure of records. Disclosure Facts may disclose a Transaction Packet or any part of it to Transaction Participants, to service providers, and to regulators, courts, or other authorities where required by law or legal process or as otherwise described in the Privacy Policy. Where the Services support a regulatory or reporting transmission feature, Disclosure Facts may also transmit or make available applicable Transaction information or a regulatory or reporting packet at the direction or authorization of the Organization responsible for the applicable report or submission. Certain elements of a Transaction Packet may be publicly visible where a Transaction Participant has configured them to be.

(j) No certification. For the avoidance of doubt, and notwithstanding anything in this Section: a Transaction Packet is a record of representations, verifications, and events. It is not a certification, seal, approval, audit opinion, legal conclusion, or safe harbor, and Disclosure Facts makes no representation that the contents of any Transaction Packet are accurate or that the Transaction it records complied with any legal or regulatory requirement.

(k) Your responsibilities. You are responsible for the accuracy and completeness of every Attestation and item of information you submit. You will not submit any Attestation you know or reasonably should know to be false, misleading, or incomplete. Submitting a false Attestation is a material breach of these Terms and may result in immediate suspension or termination, and both the Attestation and any correction to it will remain recorded.

(l) Attribution and verification status. Each Attestation recorded in a Transaction Packet is attributed to the individual who submitted it, to the Organization on whose behalf that individual acted, and to the verification status of that individual and Organization as of the time of submission. Where a credential or identity has been verified, the Transaction Packet records the item verified, the source relied upon, whether that source was the primary source or an approved equivalent, the method used, the date performed, and the identity of the verifying provider. Verification status is recorded as it stood when the entry was created and is not restated if status later changes; any subsequent verification, re-verification, or change in status is recorded as a new entry in accordance with Section 3(j) and Section 6(c).

(m) Broker attribution and delegation. An action taken by a Broker is attributed to the Broker and to the individual User who took the action. Where the Broker acts under a delegation expressly recorded under Section 4(f), the Transaction Packet also records the delegating Advertiser or Endorser and the scope of the recorded delegation. The existence of a delegation does not convert a Broker action into a direct-party Attestation where Section 4(h) requires action by the Advertiser or Endorser itself, and it does not determine whether the delegation was legally sufficient outside the Services.

7. Aggregate and De-Identified Data

(a) Aggregate Data. Disclosure Facts may generate statistical, aggregated, and de-identified data derived from Transactions and Transaction Records, including data regarding the volume, frequency, composition, condition sets, verification outcomes, completion rates, timing, and outcomes of Transactions across the Services ("Aggregate Data"). Aggregate Data does not identify, and is not reasonably capable of being used to identify, any Transaction Participant, individual, brand, or specific Transaction.

(b) Ownership and use. As between you and Disclosure Facts, Disclosure Facts owns all Aggregate Data. Disclosure Facts may use, reproduce, distribute, license, and commercialize Aggregate Data for any lawful business purpose, including to develop, publish, and license benchmarks, indices, standards, research, and risk and underwriting products, and to make Aggregate Data available to insurers, reinsurers, brokers, underwriters, rating organizations, researchers, and other third parties. This right survives termination of your Account and of these Terms.

(c) De-identification commitments. Disclosure Facts will take reasonable measures to ensure Aggregate Data cannot be associated with any individual or Transaction Participant, publicly commits to maintain and use Aggregate Data in de-identified form and not to attempt to re-identify it, and will contractually obligate any recipient of Aggregate Data to the same commitments. Disclosure Facts will not re-identify, and will not permit any third party to re-identify, Aggregate Data.

(d) Identified data requires separate authorization. Disclosure Facts will not disclose Transaction Records in identified or identifiable form to any insurer, reinsurer, broker, underwriter, rating organization, or data exchange except: (i) where you have given separate, specific, affirmative authorization for that disclosure, which you may withdraw prospectively; (ii) to a Transaction Participant's own insurer or broker at that Participant's direction and on that Participant's behalf; or (iii) where required by law or legal process. General acceptance of these Terms is not authorization under clause (i), and declining to give such authorization will not affect your access to the Services.

(e) No consumer data. Transaction Records concern the Transaction Participants and the obligations between them. They do not include personal information of consumers, purchasers, or audience members who are not Transaction Participants, and Aggregate Data is not derived from any such information.

(f) Notice. Disclosure Facts will describe its use of Aggregate Data in the Privacy Policy and will provide notice, consistent with applicable law, before materially expanding the categories of recipients to whom Aggregate Data is made available.

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: hello@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 hello@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
hello@disclosurefacts.com