Aceyus Code of Ethics and Business Conduct

From the President & CEO

A key component of the success of Aceyus, Inc. has been the high standard of professional competence and honesty exhibited every day by our Employees. Our business’s success is reliant on the confidence and trust that we earn from our Employees and clients. We achieve credibility by complying with our commitments, demonstrating honesty and integrity, and attaining business objectives through ethical conduct. The proof is in our actions and, ultimately, our clients will judge us based on what we do.

As we grow in numbers and in the variety of clients and areas that we support, it is imperative that we provide clear procedures regarding how we should address important matters and decisions that may arise as we strive to provide the best service to our clients and the best work environment for our Employees. The attached Code of Ethics and Business Conduct is intended to be a vital resource for that guidance.

The purpose of this guide is to provide information on the expectations and procedures that should steer our business actions on a variety of matters. Every attempt has been made to assure that the Code is practical, transparent, and consistent. However, no document can address every situation, so we encourage you to raise questions to your supervisor, Human Resources, or other appropriate party if something is unclear.

We are firmly committed to the expectations and standards expressed in this document. When considering any action, it is wise to ask: Will this build credibility and trust for Aceyus? Is the commitment I am making one that I can follow through with? Will it create a working environment within which Aceyus can succeed in the long term? The only way to maximize confidence and integrity is by answering “yes” to these questions and by working to build & maintain trust and credibility daily. We hope it is a beneficial guide for how we conduct business and fully anticipate that all will support and adhere to it.

Company Vision

To become the global leader of customer experience analysis.

Value Proposition

Aceyus brings visibility into client interactions, regardless of the channel, allowing organizations to effectively manage the entire customer contact experience.

Mission Statement

To help people develop the insight to tell stories and use data for the greater good.

Applicability

This Code of Ethics and Business Conduct (“Code”) applies to all officers, directors, Contractors, subcontractors, and Employees of Aceyus, Inc. (the “Company”) and to its business activities. A Contractor is any individual or organization, including but not limited to consultants, suppliers, manufacturers, contractors, bidders, agents, or proposers with whom the Company conducts business or is pursuing a business affiliation (“Contractor” or “Employee”). The Code sets forth the standards to which all Employees must adhere while conducting business with or on behalf of the Company. Contractors will take appropriate measures to ensure the Code is communicated to, understood by, and followed by their representatives while conducting business with or on behalf of Aceyus, Inc.  

Responsibility & Accountability

Responsibility for the Company’s commitment to integrity rests with everyone. All Employees are expected to:

• Obey all applicable laws and regulations. Some of the more common regulations are discussed in this Code.
• Adhere to the highest standards of ethical business conduct.
• Know and comply with this Code and other policies and procedures.
• Maintain a work environment that encourages open and honest communication regarding ethics and business conduct and any issues or concerns that may arise.
• Avoid placing, or seeming to place, pressure on Employees that could cause them to diverge from appropriate ethical behavior.
• Seek advice and instructions when unsure of a specific action, and
• Report alleged violations of this Code.

Management has the added responsibility regarding demonstrating, through their actions, the importance of this Code. In every business, ethical conduct does not simply happen; it is the product of transparent and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make our Code work, managers should be responsible for promptly addressing ethical issues or concerns raised by Employees and for taking the appropriate measures to deal with such issues. Supervisors should not consider an Employees’ ethics concerns as threats or challenges faced by their authority, but rather as an emboldened form of business communication. At Aceyus, we want the ethics conversation to become a natural component of everyday work.

Employees who violate this Code shall be subject to disciplinary action up to and including termination of employment. Violations can also result in civil or criminal penalties. An Employee who witnesses a violation and fails to report it may also be subject to disciplinary action. Retaliation against those who report what they believe in good faith to be a violation of this Code or any law or regulation applicable to the Company is strictly prohibited and will result in disciplinary action up to and including termination of employment.

Ethical Conduct

Aceyus, Inc. seeks to conduct its business in accordance with ethical standards and in full compliance with all laws and regulations. As a government contractor, the Company has a distinct role as a steward of public resources. The Company expects every Employee to adhere to high moral standards, promote ethical conduct and be honest and forthright in dealings with one another as well as with clients, business partners and the public. Employees must not engage in conduct or activity that may raise questions as to the integrity, objectivity, reputation or otherwise cause embarrassment to the Company. All action should be evaluated by considering whether it is legal, fair to all concerned, in the best interests of Employees and clients, and able to withstand public scrutiny.

At Aceyus, everybody should feel comfortable speaking their mind, especially regarding ethical concerns. Supervisors have an obligation to establish an open and supportive environment where Employees feel they can raise such questions. We all gain when Employees attempt to prevent mistakes or wrongdoing by asking the right questions at the right times.

Aceyus, Inc. will investigate all reported instances of questionable or unethical conduct. In every case where inappropriate behavior is found to have occurred, the Company will take appropriate action up to and including termination. Retaliation against Employees who raise genuine ethics concerns in good faith will not be tolerated.

Employees are encouraged to address such issues with their managers or with Human Resources, as most problems can be resolved swiftly. If for some reason this is not feasible or if an Employee is not comfortable raising the issue with his or her manager or Human Resources, the Aceyus Security Officer does operate with an open-door policy.

Compliance with Laws and Regulations

Aceyus’ dedication to integrity begins with complying with laws and regulations where we do business. Aceyus, Inc. complies with all applicable federal, state, and other laws. Further, each of us must understand the Company policies and procedures that apply to our specific roles. If we are uncertain of whether a contemplated action is permitted by law or Company policy, we should seek recommendations from the resource expert. We are accountable for preventing violations of law and for speaking up if we see potential violations.

Equal Opportunity

Aceyus, Inc. is an Equal Opportunity/Affirmative Action Employer and is committed to providing a workplace that is free of discrimination of all types from offensive, abusive, or harassing behavior. Our Management team is dedicated to this policy with respect to recruitment, hiring, placement, promotion, transfer, training, compensation, benefits, Employee activities, general treatment or any other terms, conditions, and privileges of employment. Any Employee who feels that they have been harassed or discriminated against should report the incident to his or her manager or to Human Resources. Aceyus, Inc. will not allow retaliation against individuals who raise issues of equal employment opportunity to ensure our workplace is free of artificial barriers. Violation of this policy will lead to discipline, up to and including termination. All Employees must cooperate with any and all investigations.

Anti-Discrimination and Anti-Harassment

The Company is dedicated to maintaining a work atmosphere free of all types of discrimination, harassment, and retaliation. In keeping with this commitment, the Company does not tolerate such behaviors by anyone, including a supervisor, co-worker, supplier, vendor, consultant, visitor, client, or any other third party. For these purposes, discrimination is defined as denying or granting a benefit to an individual or treating them differently because of their protective status. Such discrimination includes actual or perceived race, creed, color, religion, age, sex, sexual orientation, gender, gender identity, gender expression, national origin, ancestry, marital status, medical condition, disability (mental and physical), military and veteran status, pregnancy, childbirth, and related medical conditions, or any other characteristic protected by applicable federal, state, or local laws and ordinances.

Harassment is defined for this policy as unwelcome verbal, visual, or physical conduct that creates an intimidating, offensive, or hostile work environment that is based upon a person’s protected status. Harassment takes place when the 1) offensive conduct becomes a condition for continued employment 2) the conduct is severe or persistent enough to create a work environment that a reasonable person would consider intimidating, hostile, or abusive. For these purposes, discrimination means treating differently or denying or granting a benefit to an individual of the individual’s protected status. All Employees are responsible for helping ensure that we prevent discrimination and harassment in the workplace and immediately report any behaviors experienced or witnessed to his or her manager or Human Resources. 

Sexual Harassment

Sexual harassment can include the above actions, as well as unwelcome or unsolicited sexual advances, quid pro quo, conversations regarding sexual activities, requests for sexual favors, and other verbal or physical conduct or jokes of a sexual nature.

Reasonable Accommodations

The Company will attempt to provide reasonable accommodations to qualified individuals who need them to perform the essential functions of their jobs, as well as the genuine religious beliefs of its Employees, to the extent such accommodation does not create an undue hardship on the Company’s operations. Aceyus, Inc. will also consider requests for medical conditions related to pregnancy, childbirth, and lactation where supported by medical documentation and/or required by applicable federal, state, or local laws. Employees who wish to request such accommodations should speak to Human Resources and engage in an interactive process to determine reasonable accommodations.

Alcohol and Drug-Free Workplace

Aceyus, Inc. is committed to protecting the safety, health, and well-being of all Employees and other individuals in our workplace. We recognize that alcohol abuse and drug use pose a significant threat to our goals. We have established a program that balances our respect for individuals with the need to maintain an alcohol & drug-free environment. The Company encourages Employees to voluntarily seek help with drug & alcohol problems which may be covered under medical insurance.  The drug and alcohol policy is intended to apply whenever anyone represents or conducts business on behalf of the Company. This restriction does not apply to responsible drinking of alcohol at business meetings and related social outings. However, the distribution, dispensing, possession, or use of illegal drugs or other controlled substances, except for appropriate prescribed medical use, is strictly prohibited. Under no circumstances should any Employee be under the influence of alcohol, illegal drugs, or controlled substances (other than controlled substances approved for prescribed medical use) while present at any such office or site. Additional information can be found in related policies and procedures.

Workplace Conduct 

We all must abide by certain general standards of conduct based on honesty, fairness, and common sense. Unacceptable conduct workplace conduct may subject the Employee to disciplinary action up to and including termination. The following list is not exhaustive and includes some examples of conduct which may be considered unacceptable:

• Dishonesty
• Completing another Employee’s time records
• Theft, attempted theft, defacing, unauthorized removal or access of Company property or the property of co-workers or customers
• Disclosure of confidential information
• Obtaining employment based on false or misleading information
• Insubordination or disobedience of lawful Management directives
• Failure to report to work after the expiration of a leave of absence
• Willful or careless destruction or damage to Company assets
• Excessive, unnecessary, or unauthorized use of the Company’s property and supplies
• Unprofessional conversations, text messages, or emails
• Unsatisfactory work performance
• Loitering, sleeping, or loafing during work time or leaving work areas without the permission of Management
• Deliberate omission, falsification, or fraudulent alteration of any document or record
• Failure to report to work after a leave of absence
• Failure to comply or violations of Company policies and procedures or other laws and regulations

This is not an exhaustive list, as not every type of misconduct can be listed. All Employees of Aceyus, Inc. are employed at-will, meaning Aceyus, Inc. reserves the right to impose whatever discipline it chooses, or none-at-all. The Company will deal with each situation individually, and nothing in this document nor any other documents should be construed as a promise or guarantee of employment. Although progressive discipline is frequently utilized, Aceyus, Inc. reserves the right in its sole discretion to terminate an Employee at any time and for any reason. The observance of the rules will help to ensure the workplace remains a safe and desirable place to work.

Inspections

The Company reserves the right, as permitted by law and dictated by circumstances, to require Employees while on Company property, or no client property, to agree to the inspection of their persons, personal vehicles parked on Company or client premises, personal possessions, and property. This may include lockers, vehicles, desks, cabinets, workstations, handbags, packages, briefcases, and other personal possessions or places of concealment, as well as personal mail sent to clients or the Company. Employees are expected to cooperate in the conduct of any search or inspection.

Timekeeping Policy

Each Employee must accurately record his or her time in accordance with the Company’s established timekeeping policies and procedures. Altering, falsifying, or tampering with time records is prohibited and subjects the Employee to disciplinary measures, up to and including termination. Nonexempt Employees must record the time work begins and ends, as well as the beginning and ending time of any departure from work for any non-work-related reason. Exempt Employees should report full or half days of absence from work. In reporting time electronically, you are certifying that your time is being charged in such accordance.  Each Employee is expected to read, understand, and follow applicable policies and procedures. Improperly shifting cost from one contract to another, improperly charging labor or materials, and falsifying timecards are strictly prohibited. If you have any questions or reservations regarding how to charge time or record costs, it is your responsibility to seek assistance.

Competition

We are committed to ethical and fair competition. We will sell Aceyus, Inc. products and services that are based on their value, exceptional quality, features, and competitive prices. We will make independent pricing and marketing decisions and will not inappropriately cooperate or coordinate our activities with our competitors. We will not provide or seek improper payments or gratuities in connection with the purchase of goods or services for the Company or the sales of its products or services, nor will we involve or assist with the unlawful boycotts of particular clients.

Truth in Negotiations Act (TINA)

Aceyus, Inc. must fully comply with TINA in the conduct of its U.S. Government business. TINA’s objective is to provide the Government an effective way of negotiating a fair and reasonable price for contracts over certain dollar thresholds. TINA requires revealing expense or pricing information and certification that such data, including Government contracts and subcontracts, are accurate, complete, current, and truthful.

Protection & Use of Company Resources

Equipment essential in accomplishing job duties is often expensive and possibly difficult to replace. When using Company property, Employees are expected to use care, perform required maintenance, and follow all applicable operating instructions, safety standards, and guidelines. Employees must notify their supervisor and/or administration if any equipment, machines, or tools appear to be defective, damaged, or in need of repair. Prompt reporting of loss, damages, defects, and the need for repairs could prevent further deterioration of equipment and possible injuries. Negligent, destructive, careless, or unsafe use or operation of equipment can result in disciplinary action up to and including termination. Aceyus, Inc. is not responsible for damage to personal belongings of Employees. Please speak to your supervisor regarding further guidance.

Employees are responsible for the safeguarding and proper use of Company resources, which include tangible assets as well as confidential intellectual property such as digital media, print materials, and software. Although Company assets are meant to be used only for business purposes, it is recognized that the occasional individual use by Employees may occur without negatively affecting the Employee’s job performance or the Company’s interests. Employees and representatives of the Company are trusted to behave responsibly and use good judgment to conserve Company resources.

For example, Employees may occasionally use Company computers for personal email and Company telephones to make or receive personal phone calls – so long as such activity will not interfere with the Company’s business activities and it adheres to the Company’s policies for appropriate communication. The Company has the right to access, review, monitor, delete, disclose, or use any Employee personal communications and other material that are stored on Company assets, the use of Internet, or Intranet. Thus, Employees should not have any expectation of privacy in connection with such communications and material. The use of Company resources to create, access, store, print, solicit, or send any materials that are harassing, threatening, abusive, sexually explicit, or otherwise inappropriate or offensive is prohibited.

Aceyus, Inc. may access internet usage, voice mail and email systems, and obtain the communication within the systems, without notice to users in the ordinary course of business when the Company deems it appropriate to do so. The reasons include, but are not limited to maintaining the system, preventing or investigating allegations of system abuse or misuse, assuring compliance with copywrite laws, complying with legal and regulatory requests for information, and ensuring operations continue appropriately during an Employee’s absence. The Company may store or delete electronic communications. All actions taken using Company provided resources, and all communications and information transmitted from, received by, or stored in the device is property of the Company. Employees should have no expectation of personal privacy in the use of such resources.

Furthermore, since the Company’s communication and computer systems are intended for business use, all Employees must inform Management of any private access codes or passwords upon request. No Employee may access or attempt to obtain access to another Employee’s computer systems without appropriate authorization. Unauthorized duplication of copyrighted software is strictly prohibited. Violators of any of these policies may be subject to disciplinary action up to and including termination.

Government Provided Property

Government-provided property shall be used, retained, accounted for, and disposed of in compliance with applicable contract specifications and government regulations.

Protection of Confidential Information

Protection of confidential Company information, as well as nonpublic information entrusted to us by Employees, customers, and other business partners is integral to our success. Confidential and proprietary information includes such things as pricing and financial data, electronic protected health information, customer names/addresses, or nonpublic information about other companies, including current or potential suppliers and vendors. As a possible vendor or customer for healthcare entities, Aceyus, Inc. abides by the Health Insurance Portability and Accountability Act (HIPAA) and will not disclose protected health information in any form. Employees shall not disclose (including improperly copying, removing, or using) confidential and nonpublic information without a valid business purpose and proper authorization.

It is essential that we respect the property rights of others, and it is necessary for all Employees to protect the Company’s trade secrets, nonpublic information, confidential material, and to refuse any improper access to trade secrets and confidential information of any other company or entity, including competitors. We will not acquire or seek to obtain improper means of a competitor’s trade secrets or other proprietary or confidential information. Company proprietary information should not be discussed with others inside the Company, except on a strict need-to-know basis. We will not participate in the unauthorized use, duplicating, dissemination or modification of software or other intellectual property.

If there is a need to divulge Company trade secrets or confidential information to any person outside the Company, such disclosure must be done only in combination with an enforceable non-disclosure agreement. Similarly, the Company’s rights in its products and technologies must be protected by the use of appropriate contracts whenever such technology and/or products are used, transferred, or disclosed. For the purposes hereof, confidential information also includes information relating to Company Employees and other individuals or entities that the Company is required by law or agreement to maintain in confidence.

Notwithstanding the foregoing, confidentiality requirements under the Defend Trade Secrets Act of 2016 (DTSA), Employees have the immunity for confidential disclosure of Company trade secrets when reporting a suspected violation of law and/or anti-retaliation lawsuits. Employees will not be held criminally or civilly liable under federal or state trade secret law for disclosures of trade secrets that are made 1) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating suspected violation of the law 2) in a complaint or other document filed in a lawsuit or other proceeding, if filing is under seal. If an Employee files a lawsuit against the Company alleging retaliation of reporting a suspected violation of law, the Employee may disclose a trade secret to his or her attorney and use trade secret information in the court proceeding if the Employee 1) files any document containing the trade secret under seal and 2) does not disclose the trade secret, except pursuant to a court order. This policy does not preclude an Employee’s right to immunity for disclosing a trade secret to an attorney, court, or government official in certain specified circumstances as defined by the DTSA of 2016,

Employees are prohibited from taking audio, video, or photographs that could be viewed as threatening or intimidating, that disparage customers, Employees, associates, customers, or suppliers that could be considered harassing or bullying. Employees must not disclose or misuse confidential information that is not otherwise available to person outside of Aceyus, Inc. The Company reserves the right to apply corrective actions for anything that creates a hostile work environment.

All Employees are required to sign the Company’s Confidentiality Agreement.

Social Media

The constant evolution of social media and other communication tools continually changes how Employees communicate. Employees should consider the manner and speed in which information posted on social media is received and often misunderstood by readers. Aceyus, Inc. respects Employees’ rights to participate in social networking; however, to protect Company interests, Employees must adhere to the Social Media Policy. For these purposes, “social media” means the interactions between people in which they produce, exchange, and share information and ideas in virtual communities and networks, such as Facebook, Twitter, YouTube, LinkedIn, blogs, web pages, and others.

Employees will inevitably receive and handle personal and private information about clients, partners, and the Company. Social media provides casual, inexpensive, and timely ways to participate in exchanging information and ideas. However, the information published on a website is accessible to the public and carries certain risks and responsibilities. We also expect our Employees to treat electronic information regarding social media (both personal and on behalf of the Company) with the same confidentiality as non-electronic information. The Company’s confidential information must be safeguarded. It may give us a competitive advantage, affect our brand image, be legally binding, or create unnecessary conflict in the workplace.

It is the intent of the Company to have a cohesive, coordinated, and consistent messaging in all communications by its officers and employees. This is consistent with our branding policy and strategy as messaging reinforces our brand and our culture. All published communications, including social media posts, must be consistent with the professional image and brand the Company wishes to portray to customers, potential customers, employees, and investors.  The standard of communication is to be benchmarked against what our peers and customers do and how they message in terms of image and prose. The company has a prohibition against self-promotion. All communication that uses the company name and titles of officers and employees must point readers to the company. If there is any question related to whether a proposed post or communication meets the criteria indicated in this policy, please seek guidance from the CMO or the CEO.

The following are some guidelines for social media; although, this list is not exhaustive:

• Employees are subject to all other applicable policies in the Code in every public setting while working in a working capacity or participating in activities that may be related to employment with the Company. This extends to personal activities online, including participating in social media.
• All rules regarding confidential and proprietary business information apply to social media sites.
• Internet postings should not include the Company’s logos or trademarks, and should respect all copyright, privacy, fair use, financial disclosure, and other applicable laws. Remember that you may be legally responsible for the content you post on social media.
• Employees are not to mention or allude to specific customers when posting on social media sites.
• Employees are discouraged from participating in social media during work time that may distract them from completing their job responsibilities.
• If expressed through social media, any conduct that is impermissible under the law if expressed in any other form or forum is prohibited.
• Please alert the Marketing team to any positive or negative remarks regarding the Company that you believe are important. Unless you are an authorized spokesperson, avoid the temptation to respond to remarks yourself.
• Employees are encouraged to use internal channels to resolve workplace conflict.
• Aceyus, Inc. respects Employees’ rights to free speech; however, keep in mind that professional contacts such as customers and supervisors may have access to your social media activities.
• If an Employee posts something to their social media account or on someone else’s and mentions the Company and also expresses a political opinion or regarding the employer’s actions, the post must include a disclaimer. The disclaimer should specifically state that the opinion expressed is his/her personal opinion and not the Company’s position.
• Posts that display comments about co-workers, supervisors, or the Company that are vulgar, obscene, threatening, harassing, or intimidating or that relate to a person’s protected class are prohibited.

Employees are asked to let common sense and good judgment dictate when deciding whether to post information. If there is any question about whether or not you should post information relating to the Company on social media, do not post and ask your manager or the Marketing Department for guidance. Violations of this policy may result in disciplinary action, up to and including termination, and nothing in this policy is intended to conflict with any rights contained in the National Labor Relations Act.

Selective Disclosure

We will not selectively disclose (whether in meetings, presentations, one-on-one or small discussions, proposals, or otherwise) any material nonpublic information with respect to Aceyus, its securities, plans, business operations, financial condition, results of operations, or any development plan. We should be especially cautious when making presentations or proposals to customers to ensure that presentations do not contain material nonpublic information.

Company Records

The use, spending, and removal of Company resources must be documented as required by Company procedures. Documents and other records should be maintained in accordance with the appropriate requirements of the law – agreements and Company policies should not be used for personal gain. No Employee or anyone working on the Company’s behalf shall attempt to evade the Company’s system of internal control mechanisms or supply false information in Company documents and records.

The Company has the responsibility to preserve information related to audits, litigation, and investigations. Failure by Employees to follow this policy can result in possible civil and criminal sanctions against the Company and its Employees and possible disciplinary action against responsible individuals. Each Employee is obligated to notify Human Resources of any potential or actual external audits, litigation, investigation, or similar proceeding involving the Company.

We will create, retain, and dispose of our Company records as part of our regular course of business in compliance with all applicable policies and procedures, as well as all regulatory and legal requirements.

All corporate records must be true, accurate, and comprehensive, and Company data must be promptly and accurately entered in our books in accordance with Aceyus’ and other applicable accounting principles.

We must not improperly impact, manipulate or mislead any unauthorized audit, nor interfere with any auditor engaged to perform an independent internal audit of the Company’s books, records, processes, or internal controls.

Use of Software

Employees will use all software in accordance with the terms of the Company’s license agreements or other agreements under which the software is supplied. Company licensed software may not be copied or provided to any third parties unless authorized under the applicable license agreement. Unauthorized duplication of copyrighted computer software violates the law and is strictly prohibited.

Conflicts of Interest

All Employees must avoid conflict between their personal interests and those of the Company. The purpose of this policy is to ensure that the Company’s honesty, integrity, and, therefore its reputation are not compromised. The fundamental principle guiding this policy is that no Employee shall have, or appear to have, personal interests or relationships that actually or potentially conflict with the Company’s best interests. Each Employee has the legal obligation to carry out his or her responsibilities with good faith and loyalty to the Company.

A “conflict of interest” occurs when an Employee’s own interests (i.e., financial gain, career development, or reputation advantage), or those of their immediate family, intervene in any way or even appear to intervene with the Company’s genuine business interests or ability to make objective and fair decisions when performing the job. Immediate family members include, but are not limited to a spouse or former spouse, parents, step-parents, grandparents (of both you and your spouse), children, step-children, grandchildren (of you and your spouse) and their spouses, siblings and their spouses, and any others living in your household. To avoid possible conflicts of interest, Employees must avoid any activity that may reasonably be expected to put them in a conflict situation.

It is not possible to give an exhaustive list of situations that might involve violations of this policy. However, the situations that would constitute a conflict of interest in most cases include but are not limited to:

• You or a close family member serving as a consultant to or as a director, trustee, officer, or employee of a company, organization or a government agency that competes or deals with, or is a supplier, vendor, or customer of the Company (regardless of the nature of the employment) while employed with Aceyus, Inc.

• Hiring or supervising family members or closely related persons.
• Holding an interest in or accepting free or discounted goods from any organization that does, or is seeking to do business with the Company, by an Employee who is in a position to directly or indirectly influence either the Company’s decision to do business, or the terms upon which business would be done with such organization.
• Holding any interest in any organization that competes with the Company.
• Owning or having a substantial interest in a competitor, supplier, or contractor.
• Placing Company business with a firm held or controlled by an Aceyus Employee or their family.
• Accepting gratuities, discounts, favors, services, gifts, or entertainment from any customer, potential customer, competitor, supplier, or vendor of goods/services to the Company, except to the extent they are lawful, consistent with marketplace practices, infrequent and nominal in amount (less than $50) and are not in cash or offered in consideration for an improper action or in a manner that could hurt the Company’s reputation for impartiality and fair dealing or unless equally available to all Company Employees.
• Using for personal gain any business possibilities that are identified through your position within the Company.
• Using Company property, information, or position for personal gain.
• Having any personal interest or potential for gain in any Company deal (excluding commissions or bonuses payable in accordance with a Company-approved compensation plan or agreement).
• Employment or any other relationship with another organization or engaging in any other business or activity that adversely affects your job performance at the Company.
• Profiting personally (i.e., commissions, loans, expense reimbursements or other payments from any organization seeking to do business with the Company).
• Placing Company business or recommending that Company business is placed with a company owned or controlled by a Company Employee or their immediate family (as defined above).

A conflict of interest may also exist when a member of an Employee’s immediate family is involved in above situations. Although such “arm’s length” transactions should be avoided, the President & CEO has the right to approve such transactions on a case-by-case basis. This policy is not intended to prohibit the acceptance of modest courtesies, openly given and accepted as part of the usual business amenities (i.e., promotional items of a nominal value or occasional business-related meals). Employees are required to report modest courtesies to their supervisor. If you have any doubts about whether a situation or certain activity creates a conflict of interest, it is your responsibility to seek guidance before engaging in any activity, transaction, or relationship that you or your immediate family might give rise to a conflict of interest.

Recognize Organizational Conflicts of Interest

An “organizational conflict of interest” occurs because the activities or associations with other persons could result in 1) the Company being unable or potentially unable to render impartial assistance or advice to the Government, 2) the Company’s objectivity in performing the contract work is or might be otherwise impaired, or 3) the Company has an unfair competitive advantage.

For example, an organizational conflict of interest may result when the kind of work performed by the Company on one contract creates an actual or potential conflict of interest on a future contract opportunity. Each Employee must acknowledge and report to their supervisors any activities or connections that might create an organizational conflict of interest so that the Company can take appropriate actions to prevent any such issues.

Outside Employment

Aceyus, Inc. will not take adverse employment action against any Employee for engaging in lawful conduct that occurs during nonworking hours away from Company premises. However, under certain circumstances, if an Employee’s personal conduct begins to adversely affect their job performance or begins to make it impossible for the Employee to carry out their job duties while at work, appropriate disciplinary action up to and including termination may be appropriate. For these purposes, self-employment is considered outside employment. The following types of outside employment are prohibited:

• Employment which interferes with the Employee’s work schedule, duties, and responsibilities, or that creates an actual conflict of interest.
• Employment which impairs the Employee’s work performance with the Company.
• Employment which directly or indirectly competes with the business or interests of the Company.
• Employment that requires the Employee to conduct work-related activities on Company property, during Company hours, or using Company facilities and/or equipment.

If the Employee wishes to engage in outside employment, which may create a conflict of interest, the Employee must submit a written request to one of the Founders explaining the details of outside employment. If the request is authorized, the Company will not assume any responsibility for the Employee’s outside employment, including worker’s compensation or any other benefits for situations arising out of such outside employment. Outside employment authorization can be revoked at any time.

Nepotism/Employee Relationships

Personal and familial relationships among Employees can create an actual or potential conflict of interest in the workplace, especially where one relative supervises another relative. The Company may refuse to hire or place a relative in a position where favoritism or conflict could exist to avoid this issue. For this policy’s purposes, a relative is any person who is related by blood or marriage, or whose relationship with the Employee is like that of persons who are related by blood or marriage. In the case of personal relationships, even if there is no supervisory relationship involved, the parties may be separated by reassignment or terminated from employment at the Company’s discretion. All parties to any type of intimate personal relationship must inform Management.

If two Employees marry, become related, or enter into an intimate relationship, the Employees may not remain in a reporting relationship or one where one individual may affect the compensation or other terms or conditions of employment of the other individual. The Company will generally attempt to identify another available position, but if no alternate position is available, the Company has the right to decide which Employee will remain with the Company.

Commissions and Other Contingent Fees

The Company shall not employ any person or agency to solicit any U.S. or Foreign Government contract for the Company upon an agreement or understanding for a commission. An exception applies for Employees or established commercial agencies that neither use nor propose to use inappropriate influence to solicit or obtain Government contracts nor hold themselves out as being able to obtain any Government contract through improper influence. No Employee should enter into an agreement to pay a commission or other fee dependent upon the award of a Government contract without first obtaining the President & CEO’s permission to do so.

See also “Foreign Corrupt Practices Act (FCPA).”

Gifts, Gratuities, and Business Courtesies

Aceyus is committed to competing exclusively on the merit of our products and services. We should avoid any actions that create a perception that the Company’s favorable treatment of outside entities was sought, received, or given in exchange for personal business courtesies. Business courtesies such as entertainment, gifts, gratuities, services, or favors with whom the Company does or may do business. We will neither give nor accept business courtesies that comprise, nor could reasonably be perceived as comprising, unfair business inducements that would violate law, regulations, or polices of the Company or customers or cause embarrassment or reflect negatively on Aceyus’ reputation.

Business courtesies should not be offered to any government employee or representative. When working with non-government employees in connection with government contracts or subcontracts, similar limitations apply. It is a criminal offense to provide, offer, solicit, or accept something of value either in return for favorable consideration on a government contract or subcontract or because of any official act performed or to be performed. Business courtesies offered to commercial, non-government customers must show sound business judgment, be consistent with marketplace practices, nominal in amount (less than $50) and legal, infrequent, and must not be in cash or offered in a manner that could hurt the Company’s reputation for impartiality and fair dealing. If there is any doubt regarding a business courtesy’s appropriateness, seek out guidance, and err on the side of caution.

Meals, Refreshments and Entertainment

We may accept occasional meals, refreshments, entertainment, and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment provided that:

• They are not inappropriately excessive or lavish.
• The courtesies are infrequent and do not reflect a pattern of regular acceptance of courtesies from the same person or entity.
• The courtesy does not create the appearance of an attempt to impact business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring soon.
• The Employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with a manager, co-worker, or having the courtesies known by the public.

Gifts

Employees can accept unsolicited gifts, other than money, that conform to the ethical practices of the marketplace, including:

• Flowers, fruit baskets, and other modest presents that commemorate a special occasion.
• Gifts of nominal value, such as mugs, calendars, caps, pens, and t-shirts (or other novelty, advertising, or promotional items).

Generally, Employees may not accept compensation, honoraria, or money of any amount from entities with whom the Company does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than $100 may not be accepted unless approval is obtained from Management.

Employees with questions about receiving business courtesies should talk to their managers or Human Resources.

Offering Business Courtesies

Any Employee that offers a business courtesy must ensure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon the Company. An Employee may never use individual funds or resources to do something that cannot be done with Company resources. Accounting for business courtesies must be done in accordance with approved Company procedures.

Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., Company logo apparel or similar promotional items) to our customers. Further, Management may approve other courtesies, including refreshment, meals, or entertainment of reasonable value, provided that:

• The practice does not breach any law or regulation or the recipient’s standards of conduct.
• The business courtesy is consistent with industry practice, is occasional, and is not extravagant.
• The business courtesy is properly reflected on the books and records of Aceyus.

Media Inquiries

To ensure that we speak with one voice and provide accurate information about the Company, please direct all media inquiries regarding the position of the Company to the President & CEO or Chief Marketing Officer. The President & CEO or Chief Marketing Officer is authorized to make or approve public statements on behalf of the Company. Unless specifically designated by those parties, no Employees should be authorized to make those statements on behalf of the Company. Any Employee wishing to write and/or publish on a blog, article, press release, paper, tech forum, or other publication on behalf of the Company cannot do so without prior consultation and approval of Executive Leadership.

False Claims and False Statements

Deliberately making a false claim or statement to the government is a violation of law and can subject both the Company and Employees to civil and criminal penalties including fines, suspension, debarment, and jail sentences. The Employee’s responsibility is to guarantee that all allegations and declarations submitted to the government are honest and not misleading. Furthermore, honorable and ethical conduct must be observed in all relationships with Company competitors. The promotion of the Company’s business interests through the distribution of unsubstantiated information or other unethical actions designed to damage the competition is prohibited, as are any other unethical activities.

Dealings with Vendors, Suppliers, and Business Partners

Honesty and fairness are key components of our business practices. All vendors, suppliers, and other business partners need to be treated fairly and equally in accordance with the Company’s policies and procedures. Employees may not participate in any activity prohibited under anti-trust laws, including price-fixing, boycotting, refusal to deal, price discrimination, or disparate treatment of suppliers and vendors. Accepting kickbacks, paying bribes, and obtaining or using third-party insider information in dealings with vendors, suppliers, and business partners are expressly forbidden and will not be tolerated.

Avoidance of Restrictions on Trade

Employees will be expected to conduct themselves and the Company’s business in such a way as to be in accordance with the federal and state anti-trust laws that prohibit monopolies and agreements that restrain trade. The Company will not enter into a subcontract or teaming agreement that unreasonably restricts sales of items made or supplied by the other party by the other party directly to the U.S. government, and will not otherwise act to restrict the ability of any other party to sell directly to the U.S. government. Conversely, the Company will not enter into agreements where, as a subcontractor or teaming partner, we are subject to any unreasonable restriction to sell our products or services directly to the U.S. government.

The Company must independently develop its pricing on all bids and proposals for government contracts and subcontracts without any communication, consultation, or agreement with any other competing offeror. The Company shall not disclose its prices to other competitors before bid opening or contract award.

Lobbying Activities

The Company is forbidden from using federal funds to pay persons, such as lobbyists or consultants, to attempt to influence executive or legislative decision-making in connection with the award or modification of any Government contract. No Employee can hire such a consultant or lobbyist without the President’s prior written authorization.

Political Contributions

Corporations are prohibited from making financial or other contributions to candidates, office holders and political parties at the federal level. The Company respects Employees’ right to be engaged in political activity and to contribute their own time and resources. However, such activity should not take place on Company time, property nor involve the Company’s name. The Company will not reimburse Employees for any contributions they may make. Contribution laws and regulations vary from state-to-state, and all Employees shall act in accordance with such laws and regulations.

Classified Information

All national security classified information should be handled and protected in strict accordance with U.S. Government-mandated procedures.

Procurement Integrity

During any procurement, the Company must not seek or accept from any source any proprietary information regarding procurement. This ban starts with the development, planning, and issuance of the solicitation and ends with the award of a contract, contract modification, or extension. Proprietary information includes information contained in a proposal or bid, cost or pricing information, and any information presented to the Government by a contractor and properly specified as proprietary. Source selection information includes information such as listings of offerors and prices, technical evaluations of proposals, source selection plans, listings of bidders prior to bid opening, competitive range determinations, rankings (except for sealed bidding), source selection board reports and evaluations, source selection advisory board recommendations, and any other information determined by the head of the agency or contracting officer to be information that, if disclosed, could jeopardize the integrity or successful completion of the procurement.

Hiring of Government & Former Government Employees

Specific concerns apply to hiring or retaining a government or former government employee as the Employee or consultant of the Company. In addition, there are limitations regarding any communication relating to possible employment of government employees who are labeled as “procurement officials.” Company employees will not carry out any discussions regarding, or make an offer of, future employment to any government employee without first approving such action with the Company’s President and legal counsel.

Combating Trafficking of Persons

The federal Government has adopted a zero tolerance policy regarding its contractors and their employees who engage in or support trafficking of persons, purchasing any sex act on account of which anything of value is provided or received by any person or use of forced labor. No Employee shall violate this policy.

International Business

It is vital that Employees who conduct international business know and abide by the laws of the United States and the countries that are involved in such business activities or transactions. These regulations govern the behavior of Company Employees throughout the world. If you take part in these business activities, you should know, understand, and strictly comply with these laws and regulations, including those concerning export controls, anti-bribery, and anti-boycotts as described below. If you are not familiar with these laws and regulations, seek guidance prior to negotiating any transaction involving a foreign country or entity.

Export Controls

There are specific laws and regulations to be followed when exporting materials, weapons technology (International Traffic in Arms Regulations, ITAR), equipment, data, software, information, and services (“items”). These laws and regulations apply to exports of items outside the United States, as well as to “deemed exports” within the United States when export-controlled items are disclosed to foreign nationals in the United States, including to Employees of the Company or its team members who are not U.S. nationals. Preceding the transfer of any item outside of the United States, to a foreign company, or national within the United States; each worker’s duty is to guarantee that all applicable export control laws and regulations are followed. This accountability includes confirming (according to the Company’s export procedures) that the correct license is used on any export declaration or other document required for export. If you have any doubts about exports, it is your responsibility to seek guidance.

Foreign Corrupt Practices Act (FCPA)

The FCPA is designed to prevent bribery of foreign officials by representatives of U.S. companies for the objective of obtaining a business advantage. It bans the payment or offering of anything of direct or indirect value to a political party, foreign government official, party official or candidate to influence the official act of the person or the government in order to obtain such a competitive advantage.

It is the responsibility of each Employee involved in international business activities to become familiar with FCPA requirements and to seek guidance prior to engaging the services of any foreign consultant/marketing representative or making an offer or payments that might be a violation of the FCPA.

Restrictive Trades/Boycotts

A request to take part in any activity that could result in promoting a boycott or restrictive trade practice promoted by a foreign country against customers/suppliers located in a country friendly to the United States or against a U.S. person, firm, or corporation could be a violation of the law. It must be reported to your immediate supervisor promptly.

Administration & Interpretation

The Company’s Security Officer will oversee this Code of Ethics and Business Conduct. All questions relating to this Code and the Company’s business practices in general should be addressed to the Security Officer.

Obligations of Employees to Report Violations

The following steps have been put into place to ensure the work environment is respectful, professional, and free of discrimination, harassment, and retaliation. It is the duty of any Employee having information of any activity which is or may be in violation of any law or regulation applicable to the Company’s business or this Code to report such activity. Employees will need to make such reports to their immediate supervisors, Human Resources, or the Security Officer in a timely manner. While Employees are encouraged to report claims internally, if an Employee believes that they have been subjected to harassment, discrimination, or retaliation, they may file a formal complaint with a government agency. Using the internal complaint process does not prohibit an Employee from filing a complaint with a government agency.

There will be no retaliation against someone who assists others in making a report or Employees who report what they believe in good faith to be a violation of this Code or any other laws or regulations applicable to the Company.

While a Company representative receiving a report of a suspected violation will take steps to keep such a report confidential, the need to investigate and correct any misconduct may require disclosure of the matter stated.

Misconduct Investigation

Company shall have the right to use any lawful inquiry method that it deems necessary to establish whether any person has engaged in conduct that interferes with or negatively affects its business. Employees are expected to cooperate fully with any investigation of any violation of the law, the Company’s policies and procedures, or this Code. 

Obtaining More Information

Employees are expected to understand and comply with this Code and the Company’s other policies and procedures. Employees who have questions or concerns regarding compliance with this Code have a duty to pursue guidance. Employees should address these questions or concerns to their immediate supervisors or the Security Officer. Those who wish to seek guidance anonymously should feel free to use the Company’s email address at compliance@aceyus.com for reporting violations of any of the matters stated therein.

Waiver of this Code:  If any Employee believes that a waiver of this Code is necessary or appropriate, such as any potential or actual conflict of interest, a request for a waiver and the reasons for the request must be submitted to the Security Officer for a decision by the President. Any waiver of this Code for officers and directors may only be made by the Board of Directors.

Amendment of this Code: This Code may only be amended by the Company’s President & CEO. 

Information and Resources

President & CEO

Mike Ary –  mike.ary@aceyus.com – 704.708.4010

Security Officer

Blair Habuda – blair.habuda@aceyus.com – 980.579.7005

Human Resources Manager

Christina Newcomb – christina.newcomb@aceyus.com – 980.219.1138