Since the inception of Accolite Digital, we have earned respect from our customers and peers for our abilities to develop and deliver cutting edge technologies to the marketplace in an honest and ethical manner that clearly prioritizes the needs of our clients. Accolite Digital Group Inc. and its affiliates (individually and collectively, the “Company”, “we”, “our” or “us”) have adopted this Code of Conduct and Ethics (this “Code”), which represents our commitment to the highest standards of honesty and integrity in the way we conduct our business, as an integral component of our global compliance program.

All employees are expected to be familiar with, and to adhere to both the letter and spirit of the principles and procedures described in this Code and in the other policies and procedures that comprise our global compliance program. These additional policies and procedures include, but are not limited to, our Employee Handbook (accessible on DarwinBox), all other prevailing policies, and all amendments, supplements and additions to, or restatements of, such documents as may come into effect from time to time.

Employees who manage and supervise others have an important responsibility to lead by example and maintain the highest standards of behavior. You are responsible for helping your teams understand the requirements of this Code, and the other policies and procedures that are included within our global compliance program, and how they should best be put into practice. You must promptly report any known, suspected or observed violations of this Code or any other aspects of our global compliance program of which you become aware. Most importantly, you must ensure that employees understand that business performance is never more important than ethical business conduct.

Violations of our Code not only damage our Company’s reputation – they may also violate the law and/or contracts to which the Company is bound. Punishment for misconduct can be severe, including financial penalties, criminal convictions, and exclusion from government reimbursement or other programs. Employees who fail to follow the provisions of this Code or any of our other policies or procedures will be considered to be acting outside of the scope of their employment and thus will be subject to disciplinary action including, without limitation, termination.

We expect each of our employees to report, through the reporting mechanisms described in this Code, any acts or other matters contrary to this Code of which he or she is aware (and failure to do so could subject such employee to disciplinary or other action). We will investigate all reports made pursuant to this Code, and in any such investigation we will respect the rights of all involved parties and observe principles of fairness and dignity.

We will not tolerate retaliation against any employee who, in good faith, reports a possible violation or other concern regarding this Code or any other aspect of our global compliance program. Acting in “good faith” means that you provide all of the information you have and believe you are giving a sincere and complete report. We are committed to ensuring that our employees have the ability to raise concerns or report misconduct without fear of retribution. Accordingly, individuals who take action against a person for making a report or participating in an investigation in good faith will be subject to disciplinary action, up to and including termination. If you think you are being retaliated against, you should report it immediately using of the reporting avenues available to you.

Any waiver of a provision contained in this document requires the written approval of our heads of our HR, Legal and Compliance departments. Waivers may be granted only as permitted by applicable law and in extraordinary circumstances.

It is critically important that we provide our employees with effective means of seeking information and advice on ethical and compliance matters as well as a secure and anonymous method of disclosing potential violations.

For questions regarding this Code, including its scope and application, or to report actual or suspected violations of this Code or any law, rule or regulation by the Company or one of its representatives, we urge you to do one of the following: (1) contact your manager or supervisor; (2) contact our compliance department (compliance@accolitedigital.com); (3) contact any member of our Legal or Human Resources department; or, (4) avail yourself of any other complaint/grievance procedure then in place.

When you report an existing or potential violation, we will initiate an investigation, collect information, analyze the findings and determine appropriate steps to address or resolve any issues that have been identified in accordance with the provisions of this Code and other applicable Company policies. All reports made by employees will be treated in confidence and will only be disclosed to the extent necessary or advisable to conduct the investigation and take any remedial action, or as otherwise required by applicable law. Representatives should not interfere in the Company’s investigation into any reported conduct, nor should they engage in their own fact-finding. All Company representatives are also expected to cooperate in the Company’s investigation into reported conduct.

Keep in mind that failure to report an existing or potential violation is itself a violation of this Code. If you have a concern or question, it is important that you promptly raise it.

Certain vendors or clients with which we conduct business, or markets in which we conduct business, may have or be subject local laws and standards inconsistent with this Code or other aspects of our global compliance program. We expect that our Employees will maintain sufficient familiarity with applicable law, contract requirements, local standards and industry codes, and our policies, to recognize any inconsistency and seek guidance from the Company’s Legal department in any such case.

We are committed to ensuring that our representatives represent our services and offerings in a fair and honest manner. All promotional materials (e.g., advertising, labeling and literature) and public statements must be truthful and non-misleading.

We require that all of our promotional materials are generated, reviewed and approved in accordance with our promotional materials review policies and procedures, as directed by the Company’s Marketing department in consultation with other corporate functions. Representatives are prohibited from developing or using their own promotional materials, or from modifying any promotional materials that have been approved pursuant to our promotional materials review processes.

No representative should ever misstate facts or create misleading impressions, including by omission of information necessary to make a statement fair and balanced. This applies to our offerings and services as well as the offerings, products and services of our competitors. All express or implied claims, comparisons and/or testimonials must be true, accurate and complete, and, where appropriate, supported by clinical materials.

As a global company, we are dedicated to ensuring full compliance with all anti-bribery and corruption laws and regulations. These laws include the United States Foreign Corrupt Practices Act (the “FCPA”), the Prevention of Corruption Act of India, 1988 (“POCA”), the United Kingdom Bribery Act, and other anti-bribery and corruption laws in the local markets in which we conduct business.

To ensure compliance as part of our global compliance program, we must adhere to certain critical guidelines and principles, including the following:

• Our representatives may not directly or indirectly offer payments (or anything else of value such as gifts) whether to a government official or any other person to make that individual or the entity they represent act in a manner that will assist us in obtaining or retaining or securing any improper business advantage.
• Payment of excessive travel and entertainment expenses on behalf of a government official or other person is prohibited as such payments can be considered bribes.
• Accurate books and records must be kept as lack of accurate record keeping in any way that may appear to conceal a bribe or other unpermitted activity is not allowed and can, of itself, be a criminal offense.

Any transaction, regardless of dollar amount, may give rise to violations of anti-bribery and corruption laws and regulations. Further, the improper activities and conduct of our non-employee representatives can be imputed to us. Thus, it is imperative that each non-employee representative understands applicable bribery and corruption laws and regulations (including their own national laws). Our representatives (both employee and non-employee) are required to be familiar with and to adhere to our anti-corruption requirements. Due to the complexity of these regimes, all Personnel are required to consult with and obtain approval from, management prior to making any payment, offer or gift to a public servant, a foreign official, party, candidate or anyone that might fall into any of the categories. Additionally, whenever making any payment, offer or gift to a foreign official, party, candidate or anyone that might fall into any of these categories, the Company Chief Financial Officer must be informed. The Chief Financial Officer will maintain a log of all such instances for review by the General Counsel, outside counsel and other members of management.

We are committed to the ideals of free, open and competitive enterprise. We endeavor to succeed in the marketplace through superior effort, innovation and performance, not by unethical or deceptive practices. Antitrust laws are designed to protect the free enterprise system by eliminating artificial restraints on competition that can result from such unethical or deceptive practices. Because antitrust laws and regulations are highly complex, determining what actions are improper often depends on an evaluation of a number of factors, including analysis of relevant markets and numerous other factors. To avoid even the appearance of engaging in unfair methods of competition, you must adhere to the following basic principles:

• Do not communicate in any manner with any competitors regarding pricing for offerings or services, territorial markets, production capacities or plans, distribution or selling strategies, pending research, bidding practices, credit terms, costs, existing and prospective customers, or similar non-public information.
• Refrain from improper contact with competitors’ representatives, as even brief, casual and/or general conversations between you and representatives of our competitors can be considered evidence of an improper agreement.
• If a competitor’s representative makes any suggestions or raises any topics that you believe may be improper or otherwise violate fair competition laws, please promptly contact our Legal Department.
• Do not make or provide false, misleading or incomplete statements or materials about any of our competitors or their products or services. Accordingly, do not omit material information required to make a comparison of products or services fair and balanced (e.g., exclusion of outlier or other data that is unfavorable to our products and/or favorable to our competitors’ offerings).

All representatives should avoid situations that could violate the principles of fair competition, and recognize that agreements with competitors do not have to be in writing in order to potentially violate applicable antitrust and competition laws.

Gathering information about our competitors – often called competitive intelligence – is a legitimate business practice, and helps companies stay competitive in the marketplace. However, we must never use any illegal or unethical means to gather information about other companies. Legitimate sources of competitive intelligence include publicly available information such as news accounts, industry surveys, and competitors’ displays at conferences and trade shows. When working with consultants, vendors, and other parties, it is important that they understand and follow this policy regarding competitive intelligence – we do not want any party to disclose confidential or otherwise non-public information.

Contracts and other agreements entered into by the Company create legally binding obligations that expose the Company to certain business and legal risks and obligations. To protect against that exposure, it is essential that all employees intending to enter into contracts on behalf of the Company with third parties follow the procedures established under the Company’s Contracting and Signature Policy, which establishes procedures regarding the responsibility and authority to execute contracts on behalf of the Company, including, without limitation, the submission of all contracts and other agreements to the Legal Department for review at legal@accolitedigital.com.

Accurate and reliable records are crucial to our business. As such, we require honest and accurate recording and reporting of information. All of our employees must ensure that we maintain accurate books and records and financial documents, engage in appropriate document retention practices, follow established internal controls, and provide prompt and accurate answers to our investor disclosure requirements. As such, we require that all of our employees:

• Ensure that all business transactions are properly authorized and recorded on our books in a complete, accurate, and timely fashion.
• Take appropriate measures to protect the confidentiality of our non-public information and the non-public information of third parties with which we are entrusted.
• Promptly report to our Legal Department any misapplication or improper use of corporate or customers’ funds; and
• Comply with all applicable laws, rules, regulation, ordinances, directives and decrees pertaining to accounting and financial reporting.

Company records include any and all paper or electronic files that are maintained in the normal course of business, which include (but are not limited to) customer order / billing information, contracts, payroll records, timecards, travel and expense reports, accounting and financial data, emails, and performance information. All company records must be complete, accurate, and reliable in all material respects. There is never a reason to make false or misleading entries. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited.

As a global IT services provider, we are committed to conducting our business in strict adherence to the trade laws and regulations in each country in which we operate. These countries regulate the import and/or export of commodities, software, and technology. Further, most countries, including the United States, the UK and members of the EU, either prohibit trading or require a license to trade internationally with some sanctioned countries. We are committed to educating our representatives as appropriate in such laws and regulations, and we expect all of our representatives to conduct themselves in compliance with such laws and regulations.

We encourage our Employees to contribute to the community and to fully participate in local, national, and international political processes. However, there are certain ethical guidelines for doing so. It is important that our employees’ individual political activities be kept separate from Company political activities. If an employee chooses to participate in activities of a political nature (e.g., seeking public office, supporting and contributing to candidates and political parties, volunteering personal time to another’s political campaign), then such employee must make clear that such activities are his/her own and are not implicitly or explicitly endorsed by the Company. Any Company contribution that could be considered a political donation requires the review and pre-approval of our Legal Department.

Myriad laws make it illegal for anyone to trade in a company’s securities while in possession of material, nonpublic information relating to that company. This conduct is referred to as “insider trading” and may result in civil or criminal penalties. If a director, officer, employee, agent or advisor of the Company has material, nonpublic information relating to a company in connection with the business activities of Company or otherwise, neither that person nor any of his or her Related Persons (as defined under U.S. securities laws and/or the applicable laws of any other jurisdiction) may buy or sell such company’s securities or engage in any other action to take advantage of, or pass on to others, that information. This prohibition applies to material, nonpublic information relating to any company with publicly-traded securities, including our customers or suppliers, obtained in the course of employment by or association with the Company.

We have built a reputation on the quality of our services and offerings. All representatives must carry out their work precisely, accurately and in conformance with the applicable contracts and the appropriate policies or procedures. Additionally, all quality records must be maintained in a manner that meets the intent of applicable regulatory requirements.

All employees who are involved in the billing and/or collection functions are expected to understand and comply with all applicable contract obligation and all billing-related laws, rules and regulations and our relevant policies and procedures, including, but not limited to, the following:

• Only bill for offerings or services actually provided or rendered.
• Use the billing and reimbursement codes required by the applicable contract or policy.
• Maintain complete and accurate billing records.
• Bill in full compliance with all federal, state and local laws, regulations, third- party payor requirements and our policies and procedures; and
• Never submit a claim to any customer, vendor or other constituent that is false, fraudulent, inaccurate, duplicative or fictitious.

Unless authorized, do not give the impression that you are speaking on behalf of the Company in any communications that may become public. This includes in electronic posts such as those made on online forums, social media sites, blogs, or chat rooms, as well as through any non-electronic means such as written letters to the editor or in-person media interviews.

Unless authorized by the Company’s Marketing Department, no employee should comment on or respond to external requests for information on rumors, even if the inquirer assures the employee it is “off the record.” Any inappropriate or inaccurate response, even a denial or disclaimer of information, may result in adverse publicity and could seriously affect our market and legal position. media requests should be directed to the Company’s Marketing Department.

In addition to acting ethically towards parties outside of the Company, the Company expects its employees to act equally respectfully and ethically towards other Company employees. Our objective at Accolite is to maintain a positive, safe, and rewarding work environment. We are committed to fostering a work environment that offers equal opportunities and where all employees can be involved, valued and respected. We do not tolerate (and do not tolerate our representatives engaging in) discrimination, unlawful harassment, hate-related behavior, threats of workplace violence or other conduct or actions that have a direct or indirect discriminatory or other harmful effect. For additional information, please refer to the Employee Handbook (accessible here), which details the various Company policies with respect to the Company’s expectation of its employees. Employees are expected to review, understand, and abide by the provisions contained in the Employee Handbook (accessible here) and other prevailing policies.

No employee may enter into, or otherwise be involved in, a transaction involving a conflict of interest, or that involves the appearance of a conflict of interest. A conflict of interest, or appearance thereof, can arise when an employee takes actions or has interests, either directly or indirectly, that may make it difficult (or make it appear difficult) to perform his or her work for us objectively and effectively. To be clear, service to the Company should never be subordinated to personal gain or advantage, and no employee activity, in the workplace or at home, should hurt our reputation or good name. In addition, employees must not appropriate to themselves, or to any other person or organization, the benefit of any actual or potential business opportunity that relates to the Company’s business without first obtaining the written consent of the Legal Department. Where there is a real or perceived conflict of interest involving a member of our management or executive officer, the matter should be referred to the Chairman of the Audit Committee of the Board of Directors. For members of management and executive officers, our policy is that conflicts of interest should be avoided, except as approved by the Audit Committee.

All employees owe a duty to the Company to advance its interests when the opportunity to do so arises. Employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of the Company’s resources, unless the General Counsel has confirmed in writing that the Company has no interest in the opportunity.

All employees should protect the Company’s assets and ensure their efficient use. Company assets include, but are not limited to, confidential information, software, computers, office equipment, production equipment and supplies. All Company employees must appropriately secure all company property within his or her control to prevent its unauthorized use. All Company assets should be used for legitimate business purposes only. Company employees shall make sure that any use of Company assets that is not solely for the benefit of the Company is approved beforehand through the Company’s General Counsel.

Our confidential information is a vitally important corporate asset. Employees who receive or have access to confidential information should take care to keep this information confidential. Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, vendors, licensees, collaborators or other affiliates unless disclosure is authorized and approved in advance by our Legal Department.

Some examples of confidential information include, but are not limited to: (1) Intellectual property, such as patents, trade secrets, know-how, copyrights and trademarks; (2) Financial information, including budgets and budget forecasts, results of operation, incentive targets and similar information; (3) Proprietary product configurations and software; (4) Research and development efforts, including information and materials related to new product development; (5) Customer lists and agreements, market share data and product pricing; and, (6) Any information regarding our potential acquisitions, partnerships, collaborations, joint ventures and other strategic transactions.

We also require that our representatives exercise caution in communicating or transmitting our confidential information, especially electronically, due to the security and access concerns regarding email communications. Our sensitive information should only be discussed with those representatives who need to know the information to perform their functions for the Company. Further, Company documents should be managed and maintained pursuant to all applicable document management policies. Our employees’ obligations to preserve confidentiality continue even after their employment with us terminates.

We are committed to protecting the confidential personal information of our Employees, as well as the confidential personal information of health care professionals and their patients. It is our policy to comply with all data protection and privacy laws in the countries where we have access to, collect and/or maintain such information.

We require that our representatives refrain from disclosing confidential personal information except when authorized in connection with the conduct of Company business. In particular, we generally seek to avoid receiving or otherwise having access to personal information or “protected health information” (“PHI”) as defined under the Health Insurance Portability and Accountability Act, and similar categories of confidential personal data. If you receive or otherwise access confidential personal data, or other protected categories of personal information, then we expect you to fully comply with the applicable contract requirements as well as our policies and procedures governing receipt and disposition of such information, as well as all applicable law. Failure to do so could result in material harm to the person to whom such confidential personal information pertains and could subject us to significant liability.

Dual employment is strictly prohibited. Employees are expected to devote their full time and effort to Company and are not allowed to undertake other employment irrespective of whether the employee receives financial compensation for these activities. Employees should not indulge into any other employment or business other than Company without the express consent of Company. If you have any questions or concerns in this regard, please reach out to compliance@accolitedigital.com

The employment of relatives may cause serious conflicts, conscious or unconscious bias and problems with favoritism and employee morale. The Company does not promote employing husband-wife and or blood relatives or persons engaged or planning to be married. Any such relationship should be notified to the HR team immediately and without exception. Management has the discretion to consider any exception based on the criticality of positions. In such case where two related employees are working together as an exception, such individuals and their managers must ensure (i) there is no conflict of interest stemming from the relationship, (ii) the related persons do no directly report to each other, (iii) the related persons remain unbiased and do not allow the relationship to affect their professional conduct and sound decision making, (iv) the related persons recuse themselves from critical decisions related to the other (related) person, especially employment decisions like promotion & increment, to avoid even the appearance of bias.