Last Updated: November 2019 (V2019.1)

CODES OF CONDUCT & BUSINESS STANDARDS

 

Introduction

At Contentsquare we are committed to promoting and complying with the highest legal, security, and ethical standards.  Contentsquare has earned its reputation for being an ethical business organization. It is our responsibility to maintain this valuable reputation for our future. We have established various policies and procedures to ensure that we are able to continuously meet such standards.  The following Codes of Conduct provides an overview of the standards in which we expect all of our staff members to operate.

Scope

This Codes of Conduct and Business Standards policy, including all policies referenced herein (collectively, the “Business Standards”) applies to all employees, officers and directors of the company (including global affiliates and subsidiaries).

Codes of Conduct:

The Contentsquare Business Standards establishes standards of behavior as follows:

 Compliance with Law, Rules and Regulations

  • You are expected to do the right thing in the right way. You are expected to obey all laws, rules and regulations, and comply with the rules and policies of Contentsquare, including the Business Standards.
  • It is your duty to report any violations to your supervisor. Conduct that impairs Contentsquare's reputation must be avoided when you deal with customers, suppliers, vendors, competitors, civic representatives and others important to Contentsquare.
  • In particular, do not take unfair advantage, whether through manipulation, concealment, abuse of privileged information, misrepresentation or other unfair dealing.
  • If you have any doubts about whether or not you are doing the right thing, talk to your supervisor about it. You must conduct business in an honest and ethical manner that reflects the highest level of integrity.

No Harassment or Abusive Behavior

  • Contentsquare is committed to ensure a pleasant and respectful working environment free of harassment and threats. We believe that respecting each other is essential to maintain a productive, supportive, safe and non-hostile work environment.
  • Do not threaten, intimidate or harass your fellow employees or others who do business with Contentsquare. Every employee deserves respect.
  • Sexual harassment of any kind will not be tolerated. This extends to making any inappropriate or humiliating comments in relation to one’s sex or that are sexual in nature.
  • Differences in gender, ethnicity, religion, race, disability, age and diversity must be embraced.

Health and Safety 

  • Never do anything that jeopardizes the safety or health of our employees or of our community.
  • Any threats of violence will not be tolerated and should be immediately reported.
  • Never do anything that reduces the quality, functionality and safety of our products and services.

Anti Slavery and Human Trafficking 

  • Employees must not engage in, facilitate or fail to report any activity that might lead to, or suggest, modern slavery or human trafficking.
  • We are committed to engaging with our stakeholders and suppliers to address the risk of modern slavery and human trafficking in our operations and supply chain.
  • As part of our ongoing risk assessment and due diligence processes we will consider whether circumstances warrant us carrying out audits of suppliers.
  • If we find that other individuals or organizations working on our behalf have breached our Business Standards we will ensure that we take appropriate action. 

Anti Corruption

  • Employees are prohibited from offering or receiving anything of value to obtain or retain business, an improper advantage, or favored treatment from any third party (including Government Officials), or any other person with whom the Company does or anticipates doing business.
  • Gifts may never be provided to or received from government officials. Gifts of nominal value may be provided to or received from other parties only under certain circumstances it consistent with common business practice as set forth in Contentsquare’s Anti-Corruption and Bribery Policy.
  • Any offers of a gift or other business courtesy that exceeds nominal value, or that seems inconsistent with common business practices, should be immediately reported to the Compliance Team.
  • You must fully comply with Contentsquare Anti-Corruption and Bribery policy made available through Contentsquare’s intranet and/or HR system. 

 Anti Money Laundering 

  • Where appropriate, conduct integrity assessments and other due diligence and be familiar with their business practices.
  • Observe and record payments and transactions consistent with all established Policies and Procedures. Follow Contentsquare Anti-Corruption and Bribery policy for acceptable forms of payment.
  • Keep current, complete and accurate records of every business transaction.
  • Immediately alert Contentsquare General Counsel of any suspicious activity. Be aware of and follow country legal requirements for the reporting of cash transactions.
  • Cooperate fully with legal and regularity authorities charged with enforcing anti-money laundering laws.

 Whistleblowing 

  • When an employee develops knowledge of, or a suspicion of, improper accounting or auditing practices, illegal or unethical conduct or conflicts of interest in connection with the finances or other aspects of operations of the Company:
    • Employee is encouraged to bring this information to the attention of Contentsquare’s General Counsel.
    • The General Counsel will investigate allegations promptly in a manner appropriate to the circumstances, and findings of illegal conduct will be reported to the CEO and Board of Directors of the company on a timely basis. The confidentiality of the identity of any person providing information regarding actual or alleged illegal conduct will be maintained to the extent possible, without impeding the investigation and resolution of the mater.
  • No employee will punish or retaliate against anyone who refuses to participate in misconduct, anyone who cooperates with an investigating agency, or anyone who engages in good faith reporting of information under Contentsquare’s Business Standards.
  • Anyone reporting a concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, illegal or unethical conduct, conflicts of interest in connection with the finances or other aspects of operations of the Company or a violation of Contentsquare’s Business Standards or the law. The act of making allegations that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from the volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
  • Reports of concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. 

Confidentiality

  • You must protect Contentsquare’s confidential information including any confidential information Contentsquare handles on behalf of its customers, partners and suppliers.
  • You should assume that all information you acquire while working at Contentsquare is confidential and thus may not be disclosed to any third party or used for any reason other than reason for which the confidential information was obtained. Even within the company confidential information you may have access to may only be disclosed to those who have a “need to know”.
  • You must always take reasonable precautions to ensure any confidential information is protected form unauthorized disclosure and use.
  • When preparing or handling any confidential information you must ensure to properly label such information with the appropriate labels such as “Confidential” pursuant to Contentsquare’s Data Classification policy.
  • Nothing herein will derogate from any additional or specific confidentiality requirements that you are bound by under your employment or other applicable agreement.

Insider Trading

  • In some cases you may be privy to or hear of information that is not public information. You are strictly prohibited from using any such information to buy or sell Contentsquare securities. You are also strictly prohibited from disclosing such information to others.

Conflict of Interest 

  • You must avoid any conflict between your personal interests and those of the Contentsquare.
  • A conflict of interest exists when your personal activity or interests conflict with those of the company. Such conflicts may influence your judgment and cause you to make decisions based on your interests and personal gain rather than the interests of the company.
  • Situations that may create conflicts include:
    • Using information developed or learned on the job for personal or familial benefit;
    • Having a significant shareholding in any of Contentsquare’s customers or vendors;
    • Personal investments in any competitor of Contentsquare that may cause you to act in manner that could conflict with or otherwise harm Contentsquare;
    • Assuming roles such as board membership or advisory positions with third parties or competitors where it may cause you to act in a manner that could conflict with or otherwise harm Contentsquare;
    • Owning an economic interest in any real estate, securities or other assets in which Contentsquare has an interest in;
    • Advancing familial or personal interests in ordering services or goods; and
    • Assisting others in developing products or services that relate to or are similar to Contentsquare products or that would require the use of Contentsquare resources.
  • You must report any potential conflicts to your supervisor and not accept any additional roles without first receiving approval from the VP level manager.

Equal Opportunity and No Discrimination

  • At Contentsquare we believe everyone deserves an equal chance to succeed and contribute.
  • You may never discriminate or deny equal opportunity.
  • You must ensure that you contribute to providing equal opportunity to all employees and applicants and that you provide a work environment that is free from any type or form of discrimination.
  • All decisions must be based on merit, qualifications and performance and never on characteristics such as gender, race, color, ethnicity, disability, religion, age, sexual orientation, or any other characteristics that are protected by law.
  • Any discrimination must be reported immediately to your supervisor, the HR Managers or any other corporate officer.

 International Trade Sanctions

  • As Contentsquare sells its products and services globally it must comply with any laws and regulations that may restrict its ability to trade in certain territories or with certain persons.
  • Such sanctions may change from time to time and thus Contentsquare requires to receive accurate records of its customers and suppliers in order to be able to perform reasonable checks to ensure compliance with trade sanction laws. Such records should extend to indirect sales as well (i.e. through resellers/distributors).
  • You must receive prior approval prior to working with any company located in a location that Contentsquare has designated as a restricted country. For more information please see Contentsquare’s Trade Sanctions policy.

Privacy and Security 

  • At Contentsquare we are required to process various types of personal information whether of our staff members, customers, suppliers or any other individual. We are committed to handling such information in compliance with all applicable data protection and privacy laws.
  • Personal information is defined broadly and may include obvious information such as names, address, and ID #’s or less obvious information such as IP addresses or other identifiers. If you have doubts you should always treat the information as if it is personal information.
  • You must never use personal information for any reason other than for the reason in which it was obtained.
  • You may never collect or access personal information except where you are explicitly authorized to do so.
  • You must at all times maintain the security and confidentiality of the personal information pursuant to your confidentiality undertakings and the company’s Security policies which are available to you on the internal Intranet and/or HR system.
  • You must comply with the company’s Data Protection Policy and privacy policies available to you on the Intranet and/or HR system and the Company’s website.
  • You must immediately report any breach or suspected breach of personal information to the director of information security. Such breaches may include issues such as the unintentional collection or disclosure of personal information.

 Email and the Contentsquare Network 

When working at Contentsquare you may have access to Contentsquare’s network and email systems. You must use such systems in a responsible manner and in compliance with Contentsquare’s Email Policy and Acceptable Use Policy each as made available to you on the internal Intranet and/or HR system. 

Training and Responsibility

The Contentsquare legal and compliance department are responsible for overseeing this policy and for administering appropriate training. You may contact the legal department with any questions at [email protected]

 Reporting, Investigation, No Retaliation and Disciplinary Action.

All employees are responsible for ensuring that the Business Standards are followed. Employees are encouraged to assist in eliminating any violations by reporting any violations or concerns to your supervisor, other members of the supervisory chain, any Corporate Officer.

The Company will promptly, thoroughly and impartially investigate all alleged violations. Investigations may also be initiated by management without receipt of a complaint or allegation.

The Company will take immediate measures to remedy any confirmed violations. Any employee found to have violated the Business Standards will be subject to prompt disciplinary action up to and including termination and/or prosecution.

Retaliation against any employee for having made, or having been involved as an alleged victim or as a witness, in a complaint of a violation is strictly prohibited. For purposes of this policy, retaliation shall be defined as any adverse action that negatively impacts the conditions of employment of an employee, and includes, for example, demotion, suspension, threats, harassment or discrimination. Any employee found to have engaged in retaliation will be subject to disciplinary action up to and including termination.

If you wish to discuss the application of the Business Standards or any policy to your duties or if you are aware of an alleged violation of our Business Standards or policies, please contact your supervisor. If you are not able to discuss this with your supervisor, please contact the any Corporate Officer or the legal department at [email protected]

Acknowledgement 

The Business Standards are provided to all staff members upon their start date at the Company and is accessible to everyone at all times through the company’s intranet and/or HR system. Contentsquare also provides training on the Business Standards.  All staff members are required to acknowledge (whether through signing an acknowledgment or through an online form) that they have received, read and understood the Business Standards and that they agree to comply with such Business Standards.