Code of Ethics

1. Introduction

1.1 Message from Rana Gujral, CEO

Integrity is one of the core values in which we, Behavioral Signal Technologies, operate. The Code of Ethics is companywide and describes how we put Behavioral Signal Technologies values in the way we work every day. It also explains our commitments and, more importantly, expectations towards everyone. Commitments I make to you and, likewise, commitments you make to me and everyone we deal with both internally and externally.

We run our business ethically and responsibly. We are committed to complying with the highest standards of integrity, transparency, and honesty. We commit to prevent corruption, fraud, and anti-competitive ways of working. We are respectful and follow the laws of the land where we operate.

A document can never cover one hundred percent of every situation you may face on a day-to-day basis. The Code of Ethics is your map. It illustrates the values and provides the tools that will help you, that will guide you in making the right decisions consistently and ethically. Also, it is important to raise your hand, speak out if you become aware or suspect a violation of the Code. We introduced Behavioral Signal Technologies ‘Speak Up’1 to help you with this notification so you may do it with one hundred percent confidentiality and privacy.

Our Code of Ethics is important, critical, and imperative. We are all responsible for the reputation of Behavioral Signal Technologies and it is an important commitment for us to make and to honor.

1.2 Purpose of this Code

As a multi-national company with an identifiable brand, the actions of one Behavioral Signal Technologies employee2 has the potential to impact the entire company. Furthermore, with the diverse range of jurisdictions in which Behavioral Signal Technologies operates there is a wide range of laws, rules, regulations, customs, and approaches to conducting business. The continued success of Behavioral Signal Technologies depends on the actions of every Behavioral Signal Technologies employee being transparent, lawful, and ethical. As such, the primary function of this Code is to provide a unified set of principles and behaviors which are designed to act as a guide to help you make the right decisions for yourself and for Behavioral Signal Technologies. At the same time, the Code of Ethics cannot describe every law, policy, or process that may apply to us or every situation that we may face within our everyday role. As a general rule, we are responsible for understanding and complying with the laws, regulations, and policies that relate to our business activities. Detailed guidance on how to deal with important ethical and compliance issues will be described in Behavioral Signal Technologies’ corporate policies and other relevant documents. These will be available on the Behavioral Signal Technologies wiki portal. However, being aware, understanding and following the principles described in this Code will help to protect the reputation of Behavioral Signal Technologies and Behavioral Signal Technologies employees.

1.3 Scope

This Code applies to and is mandatory to be followed by all Behavioral Signal Technologies employees. Each of us, wherever we work, must behave in accordance with these standards when dealing with fellow Behavioral Signal Technologies employees, clients, suppliers, stakeholders, governmental authorities, and competitors. We also should require our suppliers or vendors to adhere to this Code or adopt similar ethical standards.

1.4 Responsibilities

Behavioral Signal Technologies employees

The primary responsibility for maintaining an environment of ethical behavior rests with Behavioral Signal Technologies employees through a demonstrated commitment to compliance with the Code of Ethics and with legal and regulatory requirements relevant to Behavioral Signal Technologies’ business. To carry out this responsibility, Behavioral Signal Technologies employees will:
• Read, understand and abide by the Code of Ethics.
• Exercise appropriate behavior and maintain the highest standards of ethical conduct when representing Behavioral Signal Technologies. This includes when traveling on the company business and attending functions hosted by Behavioral Signal Technologies or third parties (e.g., conferences, trade shows, events). Seek advice from a supervisor3 if uncertain about the meaning or application of the Code of Ethics or when in doubt about the best course of action in a particular situation.
• Learn and contribute to a workplace environment that is conducive to and encourages compliance with the Code of Ethics and with laws and regulations.
• Maintain sensitivity to alleged, actual, or suspected illegal, unethical, or improper conduct by a supplier, client, consultant, or other person or organization with whom Behavioral Signal Technologies has a relationship, and to report such conduct to the Compliance Officer.

Leadership Team

In addition to their professional responsibilities in Behavioral Signal Technologies, Senior Management (Leadership team) must maintain a workplace environment that stresses commitment to compliance with the Code of Ethics and with laws and regulations. Behavioral Signal Technologies’ Leadership Team will:
• Exhibit the highest standards of ethical conduct at all times and avoid the perception of unethical behavior.
• Ensure that Behavioral Signal Technologies employees understand their duty to report actual or suspected Code of Ethics violations and that there are procedures and mechanisms available to facilitate reporting.
• Ensure that Behavioral Signal Technologies employees receive the appropriate training in the meaning and application of Behavioral Signal Technologies’ compliance documents
• Ensure that all policies and references are in place and in the laws and regulations related to Behavioral Signal Technologies.
• Maintain a workplace environment that prevents reprisals against Behavioral Signal Technologies employees who in good faith reports actual or suspected Code of Ethics violations.
• Approve and/or make modifications to the Code of Ethics as needed.
• Review current and proposed corporate policies, processes, and procedures for consistency with the Code of Ethics.
• Establish and maintain the means, methods, and procedures for investigating violations of the Code of Ethics.
• Monitor disciplinary measures taken for violations of the Code of Ethics.
• Provide training and educational programs to enhance Behavioral Signal Technologies employees’ awareness of and compliance with the Code of Ethics.

1.5 How to raise an issue or concern?

The Code cannot cover every situation that we may face. We may find ourselves faced with a dilemma that we are not sure how to resolve. If in doubt, ask yourself these questions:
• Does it comply with the Behavioral Signal Technologies’ Code of Ethics?
• Does it comply with policy, regulation, and law?
• Would I be setting a good example?
• Would I be comfortable explaining what I did to my colleagues, family, and friends without shame or embarrassment?
• Would I or Behavioral Signal Technologies be comfortable if the action was written about in a newspaper?
• Have I consulted others who have knowledge of the topic and sought advice to help me make an informed decision?

If the answer is ‘No’ to any of these questions, or if you are not sure, stop and seek further advice.

If you become aware or suspect a violation of this Code, we expect you to report promptly to your Line Manager/Project Manager, HR Director, or Compliance Officer. If you are uncomfortable making such a notification, you may do so anonymously using the SpeakUp channel. There are a number of ways that you can seek advice and support, including through any of the following:
1. Discussing with your Project Manager, HR Director or anyone in management;
2. Discussing with the Compliance Officer; and
3. Writing to Behavioral Signal Technologies SpeakUp.

Never hesitate to ask questions, raise concerns, or seek the guidance you need. Behavioral Signal Technologies will not tolerate any discrimination against anyone who has reported a concern in good faith.

1.6 Breach of this Code

Behavioral Signal Technologies will investigate any report of a violation with the principles of the Code of Ethics. You must cooperate fully with any investigation, but should not investigate independently as alleged violations may involve complex legal issues, and you may risk compromising the integrity of a formal investigation. Conduct that violates the law and/or company policies is ground for disciplinary or remedial action. In addition, failure to report a known violation of law or company policy by someone else may result in disciplinary action for Behavioral Signal Technologies employees and/or termination of employment/your relationship with Behavioral Signal Technologies. The disciplinary action taken will be decided on a case by case basis. The action will be conducted in accordance with Behavioral Signal Technologies’ HR procedures and corresponding legal requirements. Where laws have been violated, we will cooperate fully with the appropriate authorities.

2. Compliance with laws and regulations

Behavioral Signal Technologies is a global group of companies, and our business is subject to the laws of many different countries. Each day we interact with a variety of individuals and groups including our clients, competitors, co-workers, suppliers, and sometimes government officials. We are committed to interacting with all in a respectful, ethical manner and in compliance with legal requirements. We would rather miss out on a business opportunity than compromise our integrity.

2.1 Anti-Bribery & Corruption

Bribery is the offering, giving, receiving, or soliciting of any item of value in order to wrongfully influence someone’s actions or to secure an improper advantage4.

Guidance

Behavioral Signal Technologies has a zero-tolerance policy toward bribery and corrupt conduct in any form. Improper inducements involving government officials, clients, suppliers, business partners, and all other counterparties are strictly prohibited. We must all act with the utmost honesty, integrity, and transparency in all dealings with clients, suppliers, business partners, and government officials. Behavioral Signal Technologies does not allow Behavioral Signal Technologies employees or others to make facilitation payments on its behalf.

We are committed to complying with all anti-corruption/anti-bribery laws, everywhere in the world such as the US Foreign Corrupt Practices Act, the UK Bribery Act, and EU Directives. Bribery can have very serious consequences, for the individuals involved and for Behavioral Signal Technologies. Any third-party, agent or intermediary acting on Behavioral Signal Technologies’ behalf is also prohibited from offering, giving, or accepting bribes and improper inducements, including acts of favoritism to influence a business decision.

2.2 Gifts and Hospitality

Guidance

Behavioral Signal Technologies policy and practice require moderation and the use of good judgement when giving or accepting gifts or entertainment in the course of business. Extending or receiving common courtesies such as business meals in connection with legitimate business activities generally is acceptable. However, in any such dealings, Behavioral Signal Technologies employees should not request, accept, offer to give or give anything of value that would give the appearance of impropriety or suggest that the gift or entertainment was intended in any way to influence a business decision or to obtain an improper advantage.

A gift can be an item, but it also can include event tickets or the provision of services when the gift provider is not otherwise involved in the event or service (e.g. the giver provided the tickets but does not accompany the recipient to the event). Entertainment is distinguished from a gift as it typically involves meals, events, or other forms of entertainment (e.g. sporting events, concerts, shows) where the provider participates in the meal, event, or other forms of entertainment.

Permissible gifts and entertainment include those that:
• Are given openly and directly;
• Come with no strings attached;
• Are NOT solicited;
• Are NOT in the form of cash or a cash equivalent, such as a cash or gift card;
• Are NOT significant in value;
• Are NOT accepted as part of or during a business negotiation;
• Comply with all applicable laws and with all policies of both the giver and recipient; and
• Would NOT reflect poorly on Behavioral Signal Technologies.

Gift limits and Prohibitions

Permissible gifts, entertainment, and hospitality
• It is acceptable to extend or receive occasional gifts of a moderate value over the course of any one calendar year to or from the same person as a gesture of goodwill.
• Extending or receiving certain business entertainment (e.g. attending a local cultural or sporting event or a celebratory meal with a business partner) can be appropriate. Provided that the entertainment is reasonable and customary and in the furtherance of a business relationship; the cost of the entertainment is not excessive; it won’t inappropriately bias future decision-making about working or create an appearance of impropriety.
• Gifts in the form of tickets to sporting events and other forms of entertainment that exceed a moderate value may be acceptable under certain circumstances but require the pre-approval of your manager with the notification of Compliance Officer and Chief Executive Officer if needed.

Non-permissible
• Gifts in the form of cash payments are not allowed. It is prohibited to provide or receive cash as well as any cash equivalents (e.g. gift cards or loans) in any circumstances, regardless of amount.
• You should not actively solicit gifts or entertainment from a current or potential client or business partner to gain an unfair advantage.
• It is prohibited to offer or give anything of value to a government official in order to get or keep business or gain an improper advantage.

For details, please refer to the Compliance Officer.

2.3 Money Laundering and Sanctions

Money Laundering

People who are involved in criminal activity such as bribery, fraud or trafficking narcotics may attempt to launder money through apparently legitimate businesses in order to use the funds from their criminal activity and reduce suspicion5.

Behavioral Signal Technologies will not accept or process money gained through criminal activity; we will only deal with reputable clients who are involved in legitimate business activities and whose funds are derived from legitimate sources. If you become suspicious, you should raise your concern immediately to the Compliance Officer and document all steps that are taken in relation to the transaction.

Sanctions

Sanctions are a foreign policy tool used by Governments to restrict the ability of designated countries, individuals or entities access to particular products, services, and markets6.

Behavioral Signal Technologies has a zero-tolerance approach to engaging with entities or individuals that are subject to sanctions restrictions implemented by the UN, EU, USA, or other Governments. If you have any doubts about dealing with an entity that may be subject to sanctions, you should raise the question with the Compliance Officer.

2.4 Fair Competition and Anti-trust

Guidance

Generally, antitrust and competition laws prohibit any activity that may improperly reduce or inhibit competition7. Most countries where Behavioral Signal Technologies does business also have laws restricting attempts to monopolize markets or otherwise restrict or control competition.

It is Behavioral Signal Technologies’ obligation to comply with these laws where they are applicable. Because of the complexity of antitrust and competition laws, it is imperative that Behavioral Signal Technologies employees seek advice from the Compliance Officer on any question regarding these issues. The penalties for violating antitrust laws and trade regulations can be extremely severe for both Behavioral Signal Technologies and the individuals involved.

2.5 Personal Information

Behavioral Signal Technologies takes its obligations under applicable data protection and privacy laws very seriously8. We all have a responsibility to safeguard the privacy, confidentiality, and security of personally identifiable information and other private information of Behavioral Signal Technologies employees, clients, partners, and other third parties in Behavioral Signal Technologies’ possession. We have in place effective systems to only allow access to our personal information to those who have a valid business reason for accessing it, reducing the risk of our personal data being compromised. While creating documents in a cloud environment we need to provide access only to those people, who are authorized to see it.

You should never provide the information without the individual’s permission. If in doubt you should refer your inquiry to Compliance Officer.

2.6 Business Records

We must help to ensure that Behavioral Signal Technologies’ books and records, which include virtually all forms of business documentation, electronic or otherwise, accurately and fairly reflect, in reasonable detail, all transactions and dispositions of assets. It is of critical importance that Behavioral Signal Technologies’ financial reporting, including its reports to investors and lenders, be accurate and timely. Depending on the type of services they provide, Behavioral Signal Technologies employees may be called upon to give information necessary to assure that Behavioral Signal Technologies’ financial reports are complete, fair, and understandable.

3. Managing and Protecting Behavioral Signal Technologies’ Assets and Reputation

3.1. Confidential and Proprietary Information

Confidential information includes all non-public information that might be useful to competitors or that could be harmful to Behavioral Signal Technologies if disclosed9.

Behavioral Signal Technologies has a duty to its clients, suppliers, and personnel to respect all information it holds about them and to protect and handle such information responsibly.

Behavioral Signal Technologies’ legal obligations and its competitive position require that confidential information remain confidential and that we are diligent in our efforts to protect our intellectual assets. Information that is proprietary to our clients, suppliers, and others should be treated as confidential and used for the purpose for which it was obtained and disclosed only as permitted between Behavioral Signal Technologies and the other party. Confidential information should be properly and securely stored, transmitted, and disposed of, and Behavioral Signal Technologies employees must be mindful of the risk of discussing confidential information in public places. This means that Behavioral Signal Technologies employees should not disclose or share information regarding internal Behavioral Signal Technologies matters with anyone outside Behavioral Signal Technologies, except as required in the performance of their employment duties.

It is never acceptable to discuss confidential information in a public place even if there are no classified documents in use. The security and confidentiality of the information could be compromised if someone overhears the conversation.

3.2. Conflict of Interest

‘Conflict of interest’ arises where a person’s position or responsibilities within their business unit presents an opportunity for personal gain above the normal rewards of cooperation10. In other words, a conflict of interest exists when your personal interests interfere with the best interests of Behavioral Signal Technologies. Behavioral Signal Technologies employees should attempt to avoid actual or apparent conflicts of interest.

Any personal interests (or the interests of a member of immediate family) in relation to Behavioral Signal Technologies’ business must be disclosed to your manager and the Compliance Officer immediately. Disclosure is mandatory, failing to disclose a conflict or a perceived conflict is a violation of the Code.

In a situation that appears to present a conflict of interest, we expect you to “refrain and report”. If it is not possible to avoid participating in the event or activity creating the conflict, promptly disclose the potential conflict to your supervisor and the Compliance Officer, and avoid participating in decisions that might raise the appearance of conflict until you receive appropriate guidance.

3.3. Use and Protection of Behavioral Signal Technologies’ Resources

We are each responsible for protecting any intangible assets and goodwill to which we have access to or have been entrusted to safeguard, whether that equipment belongs to Behavioral Signal Technologies company, our clients, or other third parties. We need to make sure that these assets are not compromised, lost, damaged, misused, or wasted. We use these assets exclusively for Behavioral Signal Technologies’ business purposes.

3.4. Social media

Behavioral Signal Technologies recognizes the role that social media plays in communications and society today. However, sometimes it gets difficult to make a clear division between one’s private voice on social media and the role of a Behavioral Signal Technologies employee. We all need to be responsible for our engagement on social media and exercise judgement when communicating in public forums. While engaging on social media, you should:
• Be transparent and make it clear that you are speaking for yourself in your private capacity;
• Recognize that anything you say can be viewed as Behavioral Signal Technologies’ own statement;
• Protect confidential information;
• Be honest, accurate, and ethical at all times;
• Not announce things which you are not authorized to announce; and
• Understand the potential consequences of your actions.

4. Providing a Dynamic & Diverse Work Environment

4.1. Open, Honest & Respectful

In our relationships with each other, we strive to be open, honest, and respectful in sharing our ideas and thoughts, and in receiving input. We value the free flow of thoughts, ideas, questions, and concerns. We encourage Behavioral Signal Technologies employees to raise work-related issues or concerns through our established processes as soon as issues or concerns arise.

4.2. Equal Opportunity and Anti-Discrimination

Behavioral Signal Technologies promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce. Our collective challenge is to enhance the company’s performance through valuing and understanding differences. Behavioral Signal Technologies is committed to a policy of providing equal employment opportunity to all qualified individuals and applicants. This commitment is reflected in all aspects of our daily operations.

We do not discriminate on the basis of race, color, descent, sex, sexual orientation, gender reassignment, political views, confession or religious beliefs, nationality, ethnicity, marital or civil partnership status, family/career responsibilities, pregnancy and maternity/paternity status, age, disability or impairment, profession or occupation, veteran status, physical peculiarity or genetic information in any personnel practice, including recruitment, hiring, employment, compensation and benefits/remuneration, facilities and services, promotion, training, and professional development, termination and references, discipline and grievance.

4.3. Health & Safety

At Behavioral Signal Technologies, we are committed to creating a safe, healthy, and non-threatening work environment. Under all circumstances, all Behavioral Signal Technologies employees must take due care of their health and safety and ensure that they do not endanger others by any acts or omissions.

Activities that are not conducive to a good work environment are not permitted; this includes the consumption or being under the influence of alcohol or any controlled substances other than substances as prescribed by a physician during working hours, while on company business.

5. Working Responsibly and Serving Communities

5.1. Political Activities and Contributions

Guidance

Behavioral Signal Technologies strives to comply with all national, federal, state, and local laws and regulations. Respecting the responsibilities of government agencies and cooperating with them in good faith as they execute established guidelines and policies is essential.

Behavioral Signal Technologies employees shall not provide anything of value to any local, state, or national or federal elected or appointed official or government employee unless the Behavioral Signal Technologies employee’s supervisor has confirmed that the item of value complies with all laws or regulations that limit or prohibit such gifts or require the gifts to be reported.

Behavioral Signal Technologies employees are encouraged to participate in the electoral process through voting, contributing time, or other appropriate means. You may not contribute funds, assets, or services for, or on behalf of, Behavioral Signal Technologies to any political candidates, political party, charity, or similar organizations unless such contribution is expressly permitted by law and authorized by Behavioral Signal Technologies.

5.2. Community Investment

We will make a positive social and economic contribution through our activities to the communities in which we work, and we will support, sponsor and contribute to the activities of other organizations, where they are aligned with our own business objectives, our values and will enhance the reputation of Behavioral Signal Technologies. We contribute to charities and good causes through sponsorship and donations and by providing materials. We encourage our employees to give their time as volunteers to these causes. When making sponsorship commitments, charitable donations, or promises of ‘in-kind’ support such as company materials or resources, prior approval is required and the activity must be recorded. All requests for sponsorship and charitable donations received must be approved by the Compliance Officer and Chief Executive Officer to ensure that they meet our sponsorship and charitable giving criteria.

6. Definitions

(1 – 10)

Who are Behavioral Signal Technologies employees?

Behavioral Signal Technologies employees are used in this Code as the collective reference for employees (permanent or temporary, full or part-time) of any Behavioral Signal Technologies legal entity, or any of its affiliates or subsidiaries, as well as for others performing work for, or on behalf of, Behavioral Signal Technologies.

What is bribery?

Broadly, bribery is defined as giving or receiving a financial or other advantages in connection with the “improper performance” of a position of trust, or a function that is expected to be performed impartially or in good faith.

Bribery does not have to involve cash or an actual payment exchanging hands and can take many forms such as a gift, lavish treatment during a business trip, or tickets to an event. The types of bribery that take place in the commercial sector are numerous. Some simple examples are:
• Bribery in order to secure or keep a contract;
• Bribery to secure an order;
• Bribery to gain any advantage over a competitor;
• Bribery of a local, national or foreign official to secure a contract;
• Bribery to turn a blind eye to a health safety issue or poor performance or substitution of materials or false labor charges; and
• Bribery to falsify an inspection report or obtain a certificate.

Behavioral Signal Technologies’ definition of bribery also includes making “facilitation payments”. A “facilitation payment” is a payment or gift given (usually to a government official) to speed up a procedure or to encourage one to be performed. It does not include fees required to be made by law such as the payment of a filing fee for a legal document. The acceptance of a facilitation payment by a government official is an example of corrupt activity.

Behavioral Signal Technologies defines “corrupt conduct” or “corruption” as the abuse of entrusted power for private gain.

What are money laundering and sanctions?

Money laundering

‘Money laundering’ is the process of hiding illegal sources of money. For example, under the UK Proceeds of Crime Act 2002 (POCA) money laundering offenses are committed when a person:
• conceals criminal property
• enters into an arrangement regarding criminal property
• acquires, uses, or possesses the criminal property.

This process is of critical importance, as it enables the criminal to enjoy these profits without jeopardizing their source. Illegal arms sales, smuggling, and the activities of organized crime can generate huge amounts of proceeds. Embezzlement, insider trading, bribery, and computer fraud schemes can also produce large profits and create the incentive to “legitimize” the ill-gotten gains through money laundering. When a criminal activity generates substantial profits, the individual or group involved must find a way to control the funds without attracting attention to the underlying activity or the persons involved. Criminals do this by disguising the sources, changing the form, or moving the funds to a place where they are less likely to attract attention.

Sanctions

Sanctions are a foreign policy tool used by Governments to restrict the ability of designated countries, individuals or entities access to particular products, services, and markets. The jurisdictions, individuals, and entities who are the target of sanctions are those who particular governments view as an engaging activity which is either considered abhorrent (e.g. suppression of civil rights) or would threaten international peace and security (e.g. development of a nuclear weapon). These restrictive measures are most commonly enforced by the UN, EU, and USA.

What are fair competition and anti-trust?

Generally, antitrust and competition laws prohibit any activity that may improperly reduce or inhibit competition. Most competition laws and trade regulations apply to the sale and marketing of services as well as products. It is expected that each of us compete vigorously and fairly in the conduct of business matters but always in compliance with the local and other countries’ laws.

What is personal information?

Personal information is any information that can be used, alone or in combination with other information, to identify a specific individual. It includes such information as a person’s name, address, email address, date of birth, driving license number, financial account numbers, passport, Social Security/Tax ID number or other government identification number and other identifiers.

What is confidential and proprietary information?

Confidential information includes all non-public information that might be useful to competitors or that could be harmful to Behavioral Signal Technologies if disclosed. Proprietary information, i.e. intellectual property, includes data such as trade secrets, patents, trademarks and copyrights, and business information, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee personal and medical information, client, employee and supplier lists and any unpublished financial or pricing information.

What is a conflict of interest?

‘Conflict of interest’ arises where a person’s position or responsibilities within their business unit presents an opportunity for personal gain above the normal rewards of cooperation. A conflict of interest can arise in many situations, including:
• Family and relationships among Behavioral Signal Technologies employees or with the employees of our suppliers, partners, or clients;
• Giving or receiving gifts, hospitality, or travel;
• Outside work activities;
• Dealing with family members employed by a vendor or partner;
• Dealing with a vendor or partner who employs family members; and
• Dealing with a vendor or partner in which you or a family member have a financial interest