Digital.ai Code of Conduct
A MESSAGE FROM THE DIGITAL.AI CEO
Uncompromising integrity and professionalism are the cornerstones of our mission to revolutionize how enterprises create, measure, deliver, secure, and continuously improve digital products. We are a company that believes serving others and doing good is the foundation of our success. How we treat one another and our stakeholders—from customers and partners, to suppliers and the communities where we work and live—should be grounded in these core values.
The Digital.ai Code of Conduct provides guidance to help all of us make ethical decisions at work so that our values inform every project, every team, every office, and every relationship that we earn around the world. We support you in making the right decisions and encourage you to speak up if you ever have a question or concern. Simply put: Do the right thing, always.
As we journey together as an organization, we all have an incredible opportunity to shape the future and make our world a better place. Thank you for your commitment to living our values and working to make Digital.ai a company we can all be proud of.
Ashok Reddy, CEO
- Duty (to our customers, employees, and investors)
- Trust and transparency
- Improvement and learning
The Code of Conduct (“Code”) of Digital.ai Software, Inc. and its affiliates (collectively, “Digital.ai” or the “Company”) is based on our core values, and it sets the standard for how we work together to develop and deliver our products and services; how we protect the Company; and how we work with customers, suppliers, and other business partners.
The Code globally applies to all Digital.ai directors, officers, and employees as well all contractors, consultants, representatives, and other third parties who act on the Company’s behalf. Digital.ai expects everyone to read and follow the Code, ask questions when you are unsure about the right course of action, and immediately speak up if you ever see or suspect misconduct. We also expect that our vendors, suppliers, and others we work with will follow similarly high ethical standards.
The standards and policies stated herein are not all the applicable Digital.ai standards and policies nor are they a comprehensive explanation of all applicable laws. We all have a continuing obligation to familiarize ourselves with the laws and Digital.ai policies that relate to our job responsibilities.
Violations of the Code, Digital.ai policies, or the law may give rise to disciplinary action up to and including termination of employment, engagement, or affiliation with the Company. Legal violations can also result in criminal and civil penalties.
ASKING QUESTIONS AND REPORTING CONCERNS
Digital.ai requires compliance with the law and ethical conduct. If you ever feel that this standard has not been met or have questions, please voice your concerns or ask for guidance by contacting any of the following resources:
- Your manager or skip-level manager
- A member of the Legal Department or Human Resources
- The Compliance Hotline: +1 (888) 414-1585 (toll-free; USA & Canada), +1 (916) 587-6459 (toll number to the USA), or the Web Portal: www.RedFlagReporting.com/digitalai, both of which allow anonymous reporting
Your questions and concerns will be taken seriously, and all information will be treated in a confidential manner. Furthermore, Digital.ai does not tolerate retaliation against anyone who in good faith raises concerns or questions about a potential violation of law, the Code, or other policy.
Any waiver or exception to the Code requires the prior written approval of the Digital.ai CEO or, in certain circumstances, the Digital.ai Board of Directors or a committee thereof.
ENGAGING IN LAWFUL AND ETHICAL BUSINESS PRACTICES
Digital.ai is committed to full compliance with the letter and spirit of the law in all countries in which we operate. You therefore must understand and comply with all applicable laws, rules, and regulations when performing your duties. This Code seeks to identify just a few of the more important laws, rules, and regulations you may encounter.
Digital.ai’s policy is to deal honestly and fairly with all government authorities and to comply with valid governmental requests and processes. If you are contacted by a government or regulatory representative and asked to provide information or submit to an inspection, you should inform your manager and the Legal Department immediately.
If you ever think a conflict exists between the Code and an applicable law or if you have a question concerning the legality of your or others’ conduct, you should consult with the Legal Department.
Antitrust and Competition
Antitrust laws, sometimes called competition laws, govern the way that companies behave in the marketplace and encourage competition by prohibiting unreasonable restraints on trade. Digital.ai intends to follow these laws, and therefore, when conducting Company business:
- Never discuss pricing, production, or markets with competitors;
- Never set resale prices with customers or suppliers;
- Never agree with competitors to boycott a particular customer or supplier;
- Never induce a third party to breach an existing agreement; and
- Never act in a manner that could be seen as an attempt to exclude present or potential competitors or to control market prices.
Keep in mind that agreements do not have to be signed contracts to violate competition laws. An informal understanding between you and a competitor, partner, supplier, or customer (or even a conversation that implies an understanding) may be a problem. If any of these topics come up while you are in discussions with any such party, stop the conversation immediately and consult the Legal Department.
Digital.ai’s policy is to comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws. Accordingly, Digital.ai strictly prohibits all forms of bribery, regardless of whether it involves government officials or private parties. We must never offer or accept bribes or kickbacks and must not participate in or facilitate corrupt activity of any kind. Furthermore, we will not make facilitation payments, or payments to expedite routine matters, to any government
Digital.ai’s prohibition against offering, promising, paying, or accepting bribes also applies to any third parties who provide services or act on our behalf, such as suppliers, agents, contractors, and consultants. We must never engage a third party whom we believe may attempt to offer or accept a bribe in connection with Company business.
Books and Records
We are all responsible for the accuracy and integrity of Digital.ai’s corporate records. This includes ensuring the reliability and accuracy of Digital.ai’s internal books and records as well as honestly providing information about the Company to investors and the general public. Digital.ai’s books and records should be maintained in accordance with the requirements of law and generally accepted accounting principles. Digital.ai strictly prohibits any unrecorded Company funds, assets, or any other type of “off the books” accounts. Digital.ai also strictly prohibits any oral or written communication – sometimes referred to as a “side letter” – that agrees to or promises a customer, vendor, or other third party something different from or in addition to what is in the approved and signed contract or any amendment thereto.
You also must not knowingly destroy or alter information that is subject to a legal hold or preservation notice. If Digital.ai receives a subpoena (or other form of valid legal order), a request for records or other legal papers, or if we have reason to believe that such a request or demand is likely, our policy is to retain and preserve all information that is relevant to the matter.
Conflicts of Interest
We all must avoid conflicts of interest whenever possible. A conflict of interest exists when a personal interest or activity or opportunity for personal gain interferes or appears to interfere with a person’s duties or obligations to Digital.ai. A conflict of interest may unconsciously influence even the most ethical person, and the mere appearance of a conflict may cause your act or integrity to be questioned.
All actual, potential, or apparent conflicts of interest must be promptly disclosed to your manager or a member of the Legal Department or Human Resources. Members of the Board of Directors should disclose actual, potential, or apparent conflicts of interest to the Chair of the Board or Audit Committee. The failure to disclose a conflict is a violation of the Code.
Examples of situations where conflicts of interest may arise:
- Being employed by, operating, making a substantial investment in, or having a financial interest in a Digital.ai business partner, supplier, vendor, channel partner, customer, or competitor.
- Acting on behalf of another person or entity in a transaction with Digital.ai (for example, helping someone sell products or services to Digital.ai).
- Using Digital.ai’s confidential or proprietary information for personal gain.
- Offering or accepting gifts, meals, entertainment, travel, or other benefits that could be viewed as a bribe.
- Pursuing a business opportunity for yourself that you learned about through your work at Digital.ai.
- Having familial or close personal relationships within Digital.ai.
- Participating in or influencing a Digital.ai decision that may result in personal or familial gain.
Gifts, Meals, Entertainment, and Travel
Promoting Digital.ai and building business relationships can appropriately involve giving and receiving gifts, meals, entertainment, and travel (“GMET”) to and from a third party. Sometimes, however, giving or receiving a GMET can create a conflict of interest or unfair bias that could influence business decisions or be viewed as a bribe.
We therefore must always adhere to the following principles when giving or receiving GMET in connection with our work for Digital.ai:
- Comply with anti-corruption laws.
- GMET must be for a legitimate purpose, such as to promote, demonstrate, or explain a Digital.ai product, position, or service.
- GMET must not place the recipient under any obligation. We do not offer, promise, or give anything of value with the intent to improperly influence any act or decision of the recipient in Digital.ai’s favor or with the intent of compromising the recipient’s objectivity in making business decisions.
- GMET must be made openly and transparently, be reasonable and appropriate to the relationship and local customs, and not cause embarrassment by its disclosure.
- Accurately record all GMET provided on Digital.ai’s behalf.
- Giving or receiving cash is prohibited.
- Obtain your manager’s written pre-approval before giving or accepting GMET in excess of $100 per occasion or $500 per individual per year (non-government third parties).
- Obtain written pre-approval from your manager and the Legal Department before giving or accepting GMET of any value to or from a government official, including any employees of government agencies, public institutions, or state-owned enterprises.
Please see the Digital.ai Travel and Expense Policy for additional information.
International Trade Compliance
Laws governing imports and exports may restrict or prohibit the shipment or transfer of our products, technology, and software to certain destinations, entities, and persons. We will follow these laws, including by obtaining licenses or other appropriate government approvals before an item is shipped or transferred. Accordingly, we must clear all items through customs and never:
- Proceed with a transaction if we know a legal violation has or is about to occur;
- Transfer controlled products unless appropriate authorizations are obtained; or
- Apply an inappropriate monetary value to goods and services.
Many countries have laws that restrict securities trading and other activities by anyone who is aware of material, non-public information, which is any information not generally known to the public that a reasonable investor might find significant in executing transactions to buy or sell securities in a company. Any employee who is aware of material, non public information regarding Digital.ai or any other company must not trade in or execute transactions regarding that company’s stock or other securities, disclose that information to others who may buy or sell securities because of the information, or otherwise use the information for personal advantage or for the personal advantage of others.
Sales Practices, Advertising, and Fair Dealing
Digital.ai competes solely on the merits of our products and services, and all communications with our customers or potential customers must be truthful and accurate. When we say something about our products and services, we must be able to substantiate it. We sell the quality of what we do, and we do not disparage our competitors.
Never misrepresent the quality, features, or availability of products and never do anything illegal or unethical to win business. Trying to obtain information dishonestly, by lying or pretending to be someone you are not, is unethical and could be illegal. If you receive another company’s confidential information by mistake, alert the Legal Department so that the information may be properly returned or destroyed.
BUILDING A POSITIVE AND SAFE WORKPLACE ENVIRONMENT
Every day we strive to foster a positive and safe workplace for all our employees, customers, and business partners that reflects our core values.
Diversity, Fairness, and Respect
Digital.ai promotes equal opportunity in its hiring practices and makes recruiting and other business decisions based solely on job-related criteria. We value diversity in our workforce as well as in our customers, suppliers, and others. Our goal is to create and promote an environment that is inclusive of all people and celebrates our unique abilities and strengths.
All employees and other business partners are also entitled to work in an environment without harassment, bullying, or discrimination, which includes the freedom from unwelcome remarks, gestures, or physical contact; the display or circulation of offensive, derogatory, or sexually explicit materials; offensive or derogatory jokes or comments; and verbal or physical abuse, threats, or retaliation.
We also believe that human trafficking and forced labor are unacceptable, and we are committed to preventing these practices in our operations and supply chain. We expect all those who do business with Digital.ai to share this commitment.
Health and Safety
Digital.ai employees and other business partners are expected to follow all safety rules and practices, cooperate with officials who enforce these rules and practices, take necessary steps to protect themselves and others, attend required safety trainings, and immediately report all accidents, injuries, and unsafe practices or conditions. As part of our commitment to safety, Digital.ai will not tolerate workplace threats or violence of any kind, and weapons are not allowed on Company property.
Digital.ai is also committed to protect our customers’ health and safety. You play an important role by following all proper procedures relating to the storage, handling, preparation, and service of our products; by working to ensure clean, sanitary, and safe conditions in all of our facilities; and by continually exploring ways to maintain and improve our quality standards and practices.
Please immediately notify your manager, Human Resources, Legal Department, or the Compliance Hotline/Web Portal if you become aware of anything that suggests that a Digital.ai product, process, or situation may pose a danger to health or safety.
Digital.ai is committed to maintaining a drug-free workplace and has strict substance abuse standards. Employees and other business partners are not permitted to use or possess alcoholic beverages on Company property, except where alcohol is specifically permitted at the Company’s offices or at a Digital.ai-sponsored social event.
You also may not use, possess, purchase, distribute, or sell illegal drugs on Digital.ai property or while you are engaged in any job-related activity. Furthermore, no one may report to work under the influence of alcohol, illegal drugs, or any other substance that may impair function.
PROTECTING INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION
Intellectual property and similar rights are crucial to protecting the investments that companies and individuals make in developing new products and ideas. We will protect our intellectual property to the fullest and respect the intellectual property rights of others.
During the course of employment at Digital.ai, we all gain some knowledge and information that is non-public and belongs to the Company. Accordingly, we are trusted with maintaining the confidentiality of this valuable information. Confidential information includes things such as supplier information, technologies, formulas, business and marketing plans, internal Company communications, terms and conditions (including fees) paid by customers or to suppliers and
vendors, and existing and future product information.
Digital.ai information should be used only for Company purposes and should not be disclosed to anyone outside of Digital.ai. Even within the Company, only those individuals who truly need to know the information to conduct their business should have access to confidential information. If you leave Digital.ai, you must return all Company materials and property. Likewise, we respect and do not seek to obtain the confidential information of others.
Other Intellectual Property
As a Digital.ai employee or business partner, the things you create for Digital.ai belong to the Company. This includes inventions, discoveries, ideas, improvements, software programs, artwork, and other works of authorship. This work product is Digital.ai property if it is created or developed, in whole or in part, on Company time, as part of your duties, or through the use of Company resources or information. You must promptly disclose to Digital.ai, in writing, any such work product and cooperate with the Company’s efforts to obtain intellectual property protection.To ensure that Digital.ai receives the benefit of work done by outside consultants, it is essential that an appropriate written agreement or release be in place before any work begins. Remember, too, that our brands, including the Digital.ai name, are extremely valuable and must be used carefully and protected from misuse. Digital.ai brands may only be used as authorized by the Company.
When Digital.ai uses the work product of others, including art and music, we must also be sure to follow the rules. For example, you should only use software for which you have a valid license and should only use that software in accordance with the terms of its license. Written materials and music may be subject to copyright protection and should be copied only when permitted.
Many countries have privacy laws that govern the appropriate collection and use of personal information, including identifying information such as names, email addresses, physical addresses, payment card information, or government identification numbers. Digital.ai is committed to protecting the reasonable privacy expectations of everyone with whom we do business, including our customers and employees. Our security policies strictly limit access to and use of personal information and require that each of us take measures to protect personal data from unauthorized access. Know your responsibilities under these policies, and collect, use, and access personal information only as authorized by Digital.ai policies and applicable data protection laws.
ACTING AS A RESPONSIBLE CORPORATE CITIZEN
For Digital.ai, corporate responsibility means achieving business success in ways that demonstrate respect for people and the planet as well as by upholding our values and high ethical standards. One way we demonstrate our respect for people and the planet is to ask all our employees and business partners to consider the short and long-term impacts to the environment and community when they make business decisions. In all our activities, we need to uphold Digital.ai’s reputation as a role model for ethical and socially responsible behavior.
Digital.ai is committed to environmental leadership in all facets of our business by:
- Instilling environmental responsibility as a corporate priority
- Striving to buy, sell, use, and produce environmentally friendly products
- Developing innovative solutions to bring about positive environmental change
- Encouraging all business partners to share in our environmental commitment
Digital.ai understands the need to balance work and personal life, and we encourage employees and business partners to be involved in their communities. However, in doing so, always keep in mind that these activities must be conducted on your own time and using your own resources, and that as an associate of Digital.ai your conduct in the community can affect perceptions of the Company. You therefore may not indicate or suggest that you speak or act for Digital.ai unless the Company has expressly authorized you to do so.
Media and Public Relations
All information disclosed outside of the Company must be accurate, complete, consistent, and disseminated in accordance with Digital.ai policies. If someone asks you for information about Digital.ai (for example, the media or investors), be sure to notify your manager, Corporate Communications, or the Legal Department about the request. They will contact the appropriate member of the Digital.ai team to ensure that the correct procedure is followed. Do not attempt to answer these questions yourself unless you are expressly authorized by Digital.ai to do so. Do not initiate any communication with the media or investors unless you have received approval from Corporate Communications or the Legal Department.