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Supplier Code of Conduct and Ethics

1. Introduction. This Code of Conduct and Ethics (the Code) must be adhered to when doing business with Emplifi. It covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Suppliers.

2. Compliance with Laws, Rules, and Regulations. Obeying the law, both in letter and in spirit, is the foundation on which Emplifi’s ethical standards are built. All Suppliers must therefore also respect and obey the laws, rules, and regulations of all relevant jurisdictions, including but not limited to, the cities, counties, states, and countries in which they operate. Emplifi is committed to transparency in its supply chain and expects the same of its Suppliers.

3. Conflicts of Interest. A conflict of interest exists when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to objectively and effectively perform his or her Company work. It is immaterial whether the employee was originally aware of the conflict. An employee that discovers a conflict during or after-the-fact must report it and discontinue the arrangement or activity.

Conflicts of interest may also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits due to his or her position in the Company. Loans to, or guarantees of obligations to, employees, officers, and directors and their family members by the Company may create conflicts of interest. We expect our Suppliers to manage and avoid conflicts of interest.

4. Confidentiality. Emplifi treats the information of its suppliers confidentially and we expect our suppliers to safeguard and treat confidentially in return.

5. Competition and Fair Dealing. We seek to fairly and honestly outperform our competition. We seek competitive advantages through superior work effort—never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited and potentially illegal. Each employee, officer and director of our Supplier should endeavor to respect the rights of and deal fairly with customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.

No employee, officer or director of our supplier is permitted to engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal activities. We expect our Suppliers to fully cooperate with law enforcement and other agencies to pursue anyone engaged in illegal activities to protect both Emplifi’s and the Supplier’s good name.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers or suppliers and against competitors. No gift or entertainment should ever be offered, given, requested, provided or accepted by any Company employee, officer or director, family member of an employee, officer or director, or agent unless it (1) is not a cash gift; (2) is consistent with customary business practices; (3) is reasonable in fair market value; (4) cannot be construed as a bribe or payoff; and (5) does not violate any laws, regulations or applicable policies of the other party’s organization. It should be remembered that particularly with the Foreign Corrupt Practices Act (FCPA) and UK Bribery Act, it is not required for you necessarily to be in that country for the Acts to apply and Emplifi takes a zero-tolerance approach to any supplier found not to be in compliance with anti-bribery and corruption laws.

6. Antitrust/Competition. Antitrust laws or Competition laws are intended to preserve a free and competitive marketplace. The Company requires full compliance with these laws. Employees, officers, and directors must not discuss with competitors how the Company prices, markets, services or otherwise competes. Supplier employees, officers, and directors must not share Emplifi confidential business information with our competitors and must not engage in any conduct that could unreasonably restrict our competitors' access to the market.

7. Government Personnel. If a supplier interacts with officials and employees of government or political parties, Emplifi should be made aware in advance.

8. Discrimination, Retaliation, and Harassment. The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin, age, disability, or any other protected class under applicable federal, state, and local laws. Suppliers must comply with all anti-discrimination, anti-retaliation, and anti-harassment laws whether local, state or federal.

9. Environmental. The Company expects its Supplier employees, officers, and directors to follow all applicable environmental laws and regulations.

10. Record-Keeping, Financial Controls and Disclosures. Emplifi expects honest, accurate and timely recording and reporting of information to make responsible business decisions.

11. Trade Issues. From time to time, local and foreign governments and the United Nations have imposed boycotts and trading sanctions against various governments and regions, which must be obeyed. Emplifi expects Suppliers to follow these sanctions.

12. Reporting Any Illegal or Unethical Behavior. Suppliers should have robust policies and procedures in place to report any illegal or unethical behavior including anonymous reporting.

If you have any questions on this policy please contact the Emplifi Legal Department at legal@emplifi.io

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