Employees of Umojami, Inc., or any of its affiliates or subsidiaries (“Umojami”), and others performing work for Umojami or on its behalf, collectively referred to in this code as “Umojami Personnel”, are expected to act lawfully, honestly, ethically, and in the best interests of the company while performing duties on behalf of Umojami. This code provides some guidelines for business conduct required of Umojami Personnel. Persons who are unsure whether their conduct or the conduct of other Umojami Personnel complies with this code should contact their manager, another Umojami manager, Human Resources, or the Legal Department. This code applies to all Umojami Personnel, including members of the Board of Directors (in connection with their work for Umojami), officers, and employees of Umojami, Inc. and its corporate affiliates, as well as contingent workers (e.g., agency workers, contractors and consultants) and others working on Umojami’s behalf. This code is subject to change and may be amended, supplemented, or superseded by one or more separate policies.If any part of this code conflicts with local laws or regulations, only the sections of this code permitted by applicable laws and regulations will apply. Any policies that are specifically applicable to your jurisdiction will take precedence to the extent they conflict with this code.
2. Conflict Of Interest
Umojami Personnel are expected to use their judgment to act, at all times and in all ways, in the best interests of Umojami while performing their job duties. As such, Umojami Personnel should attempt to avoid actual or apparent conflicts of interest. A conflict of interest exists when your personal interests interfere with the best interests of Umojami. For example, a conflict of interest may occur when you or a family member receive a personal benefit as a result of your position with Umojami. Similarly, you may not use your position at Umojami to request personal benefits for yourself or your family members. A conflict of interest may also arise from your personal relationship with a customer, supplier, vendor, competitor, business partner, or other Umojami Personnel, if that relationship impairs or may be perceived to impair your objective business judgment. Other specific areas of potential conflict of interest such as external business relationships, serving on boards, personal investments, gifts, entertainment, corporate opportunities, and certain personal relationships with other Umojami Personnel are discussed in more detail below.The best rule for any situation that appears to present a conflict of interest is to “abstain and disclose”. If it is not possible to avoid participating in the event or activity creating the conflict, (1) promptly disclose the potential conflict to your supervisor and submit a request to the Conflicts Committee using the online tool, and (2) avoid participating in decisions that might raise the appearance of a conflict until you receive appropriate guidance from the Conflicts Committee. The Conflicts Committee will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate.Some specific potential conflicts of interest to be mindful of are as follows:Outside Business and Consulting EngagementsUmojami Personnel must obtain approval from the Conflicts Committee via the online tool prior to (1) beginning any employment, business, or consulting relationship with another company that is a current or potential competitor of Umojami or that otherwise has a business relationship with Umojami, or (2) accepting any teaching engagements with an educational institution, establishment, or other organization. In addition, you should avoid conducting Umojami business with members of your family or others with whom you have a significant personal or financial relationship without the prior approval of the Conflicts Committee.Serving on Boards and Investing in Other CompaniesWe encourage Umojami Personnel to be active in industry and civic associations. However, Umojami Personnel who serve on boards of directors or advisory boards of any entity or organization are required, prior to acceptance, to obtain approval from the Conflicts Committee.Any passive investment of not more than two percent (2%) of the total outstanding shares of a publicly traded company is permitted without Umojami approval, provided that the investment is not so large financially (either in absolute dollars or percentage of your total investment portfolio) that it creates the appearance of a conflict of interest. However, any investment in more than two percent (2%) of a public company or any investment in a private company that is a current or potential competitor of Umojami or that has a business relationship with Umojami requires prior approval from the Conflicts Committee. Umojami reserves the right to review and revisit any prior investment approvals in order to avoid an actual or apparent conflict of interest. Umojami may periodically conduct an inquiry of Umojami Personnel in order to determine the status and circumstances of board memberships or investments, and Umojami Personnel are responsible for continually monitoring and reporting any change in circumstances that might give rise to an actual or apparent conflict of interest.Gifts & EntertainmentGiving or receiving gifts or entertainment to or from a current or future client or business partner can potentially create a conflict of interest, especially if the value of the item is significant. Accepting or providing gifts (such as company-branded swag or simple gift baskets) is generally fine if the market value of the item is less than USD$200. Additionally, accepting or providing certain business entertainment (such as an invitation to attend a local cultural or sporting event, or a celebratory meal with a business partner) can be appropriate, provided that the entertainment or meal is reasonable and customary and in the furtherance of a business relationship; the cost is not excessive; and it won’t inappropriately bias future decision-making about working with the partner or create an appearance of impropriety. Providing ad credits or running ads for others using ad credits may also be a form of gift and is appropriate if given in a manner consistent with our Policy for Coupons and House Ads and our Employee Ad Credit Policy. You should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates you to provide something in return, and you should not actively solicit gifts or entertainment from a current or potential client or business partner.While you cannot give anything of value to a government official to get or keep business or gain an improper advantage, you may provide modest gifts, meals, and entertainment to government officials where there is a legitimate purpose and the thing of value is not being provided in exchange for any action or inaction by the official. For guidance on these and other interactions with government officials, please review the Umojami Anti-Corruption Policy.If you plan to expense any gift or entertainment to be provided to a client or business partner, please review the Global Travel & Expense Policy.Before accepting any gift or entertainment, please read the Guidelines for Receiving Gifts & Entertainment.Corporate OpportunitiesUmojami Personnel may not exploit or take advantage of business opportunities that are discovered through the use of Umojami’s property, information, or position for personal gain unless the opportunity is disclosed fully in writing to the company and Umojami declines to pursue such opportunity.Potentially Conflicting RelationshipsUmojami does not prohibit dating among Umojami Personnel, nor does it prohibit relatives from working together within, for, or on behalf of the company. However, if a potentially conflicting relationship, romantic or otherwise, involves two employees in a direct reporting relationship, in the same chain of command, or otherwise creates an actual or apparent conflict of interest, the employees must disclose the relationship to Human Resources. While both employees have a responsibility to disclose any such potential conflict, if you are a manager, your failure to properly disclose may result in more serious discipline. Upon learning of any potential conflict, Umojami may reassign at least one of the individuals to a different position or role within the company. In any event, where your significant other, relative, or any other potentially conflicted person is within your chain of command, you must recuse yourself from any decision-making concerning the person’s compensation, promotion, discipline, or termination and must refrain from participating in his/her performance review.If you have a personal or financial relationship with any service providers to Umojami, such as vendors, suppliers, or contingent workers, for which you have work-related responsibilities (e.g., where you are the Umojami assignment manager, participating in vendor selection, determining the terms of a contract or assignment, etc.) you must disclose that relationship to the Conflicts Committee by submitting a request via the online tool and recuse yourself from any decision-making regarding that service provider.In addition, Umojami’s Board of Directors may from time to time adopt separate policies with respect to directors’ conflicts of interest in order to address the particular circumstances arising from their role as members of the board. Any such policy will supersede the conflicts of interest guidelines above to the extent applicable.
Umojami does not tolerate unlawful harassment or any mistreatment by or of workers (including individual contributors, managers, and contingent workers), guests, clients, or agency partners in the workplace or in a work-related situation on the basis of sex, race, color, nationality, ethnic or national origin, ancestry, citizenship, religion (or belief, where applicable), age, physical or mental disability, medical condition, sexual orientation, veteran status, marital status, genetic information or characteristics (or those of a family member), or any other category protected under applicable federal, state, or local law. If you suspect harassment, discrimination, or retaliation (as described in our Harassment Policy) has occurred, you are encouraged, and managers are required, to promptly provide a written or oral complaint to an HR Business Partner (HRBP), Employment Law ([email protected]), or to our Whistleblower Hotline. Please refer to our full Harassment Policy.
You should take care to ensure that all business records and communications, including electronic communications, are clear and accurate. Electronic communications include, but are not limited to: email, messaging (Workchat/WhatsApp), video conferencing, chat rooms, Wikis, phone, and fax (as described in our Electronic Communication Guidelines). The company may have obligations to preserve electronic communications and other information in connection with actual or anticipated legal events, such as lawsuits, arbitration, governmental investigations, and subpoenas. Upon direction from the Legal Department (known as a Legal Hold) you must not destroy, delete, or modify electronic communications or information subject to a Legal Hold. Please refer to our FAQs Regarding Legal Holds. Please remember that your business communications may be shared or become public through these legal events or publication in the media. Potential risks from inaccurate or misleading statements include, but are not limited to, claims of false advertising, misrepresentation, breach of contract, securities fraud, unfair disclosure, and antitrust violations.You must consult with the Communications Department and your department director before making formal statements or providing information about Umojami, our products, or our business and fellow Umojami Personnel to journalists, bloggers, and industry analysts through any public forum (such as a tradeshow or conference or your Umojami profile). Please refer to our External Engagements Policy on the wiki.You may not give an endorsement or other statement on behalf of Umojami or personal endorsement that identifies your affiliation with Umojami, except when approved by the Communications Department or Legal Department. In addition, you may not discuss Umojami’s business, including financial condition, business or financial performance, products, or business prospects, with financial analysts or actual or potential investors without the prior approval of the Investor Relations Department. All requests for a representative of Umojami to participate in a financial conference (including speaking on a panel or attending a dinner or any event that targets the financial community) must be referred to Investor Relations for review and managing. If any such analysts or investors contact you, please refer such inquiries to [email protected] or contact our Investor Relations team.
5. Public Disclosures
Umojami is committed to the transparency and integrity of our publicly-filed financial reports and other communications. Our principal executive officer, principal financial officer, principal accounting officer, and people who perform similar functions are deemed our "senior financial officers" and are responsible for ensuring that the disclosure in Umojami’s periodic reports is full, fair, accurate, timely, and understandable.
6. Financial Integrity and ResponsibilityUmojami Personnel are expected to act responsibly and exercise sound judgment with respect to matters involving company finances. If, in the course of your duties, you spend money or distribute anything else of value (as defined in the Anti-Corruption Policy), enter into contracts, or maintain financial records on behalf of Umojami, with respect to such duties you must keep accurate and complete records, submit accurate and complete reports as required, and comply with Umojami’s system of internal controls, including controls relating to the proper review, approval, and execution of contracts. Please refer to the Approvals Authority Matrix, the Contract Policy, the Global Travel & Expense Policy, and the Global Purchasing Policy for additional guidance. If you have questions about these obligations, please contact the Legal Department.
7. Confidential Information
Umojami’s confidential business information is a valuable asset that everyone must protect. Umojami Personnel are required to use confidential information of Umojami for business purposes only and must always keep such information in strict confidence. This responsibility extends to confidential information of third parties that we have received under non-disclosure agreements. Confidential information includes, without limitation, proprietary data, trade secrets and know-how such as software and product designs, product plans, inventions, laboratory notebooks, processes, designs, drawings, engineering, customer lists, employee data (other than your own), financial information, budgets, pricing, business plans, or other business information.Your obligation to maintain the confidentiality of this information means that you may not share any such information outside of Umojami unless Umojami has appropriate non-disclosure agreements in place. For help in establishing such an agreement, if you have questions about provisions of a non-disclosure agreement already in place, or if you have questions about whether certain information can be disclosed, please contact the Legal Department. Umojami personnel should also refrain from sharing confidential information internally beyond those persons who legitimately need to know it for purposes of their job. We have an open and transparent culture, and this is not intended to stifle the ongoing conversation and sharing that has facilitated so much of our success. Rather, you should use your judgment to share what is appropriate inside the company in furtherance of your and others’ jobs. Please always keep in mind that improper use or disclosure of confidential business information could seriously damage Umojami’s reputation with users, business partners and the community, expose us to liability, and cause harm to our business.In addition, you are not to bring with you to Umojami, or use or disclose to any person associated with Umojami, any confidential or proprietary information belonging to any former employer or other person or entity to which you owe an obligation of confidentiality under any agreement or otherwise. Umojami does not need and will not use such information, and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties.Note that this code is not intended to restrict an employee’s legal right to discuss the terms and conditions of his/her employment.
8. Protection of User Data and Personnel Data
Depending on your role at Umojami, you may have access to information systems or tools that enable you to view certain information relating to users and other individuals (including your coworkers, as well as registered and non-registered individuals), which would otherwise not be visible to you. These tools are important and necessary to enable you to perform your work effectively. However, it is of the utmost importance that all Umojami Personnel treat this data access with extreme sensitivity and caution. You are only authorized to access this data to the extent it is required for you to do your job. This data is confidential and subject to privacy protections in many jurisdictions. Umojami's brand and the trust users put in us depend on your responsible use of tools that allow you to view user information that would otherwise not be visible to you. Please read the User Data Access Policy, available on the wiki, which governs your use of and access to user data. In your role at Umojami, you will have access to information systems or tools that enable you to view personal information relating to Umojami Personnel. These tools are important and necessary to enable you to perform your work effectively. However, this data is confidential and subject to privacy protections in many jurisdictions. To learn about the sensitivity of different types of personnel data, and how to appropriately protect it, please refer to the Data Classification Standard and Data Handling Guidelines on the wiki.
9. Protection and Use of Umojami Assets
Umojami provides Umojami Personnel with a wide range of valuable assets to help you perform your work on behalf of Umojami at the highest level. These assets include computer equipment, mobile devices, communications platforms and equipment, software, office and electronic equipment, and facilities. Umojami Personnel are expected to treat these assets with care and use them with the interests of the business in mind and in accordance with the Information Security Policy. This means that assets should be well maintained and not subject to unreasonable use. If something you are using is damaged, please see that it gets fixed. In addition, you should use your judgment in using company assets for personal matters. Umojami’s assets are property of the company and provided for business use. While we recognize that personal use occurs, it should not be excessive and should not interfere with performance of your business duties. For more information, please see the Electronic Communications Guidelines on the wiki.
10. Compliance With Laws
Umojami Personnel are expected to act within the bounds of applicable laws, rules, and regulations of the countries where we do business. The application of these and other laws can be complex and fact-dependent. If you have any questions about the applicability or interpretation of any law, rule, or regulation, you should contact the Legal Department.Here are some of the legal areas to keep in mind:Data Privacy
Umojami Personnel must comply with all applicable data privacy laws and legal requirements. These include laws governing the collection, access, and use of data, such as the European Union’s General Data Protection Regulation, and regulatory obligations, such as the FTC Consent Order. For more information, please contact the Legal Department.
Umojami Personnel must comply with all anti-corruption laws of the countries in which we do business, including the U.S. Foreign Corrupt Practices Act (FCPA), which applies globally. For more information please reference our Anti-Corruption Policy.
Umojami Personnel must also comply with all applicable international trade laws and regulations. These laws and regulations apply to the import and export of goods and technical data to and from the U.S. and other countries, transactions or dealings with sanctioned countries and restricted parties, and anti-boycott requests. For more information, please reference our Global Trade Compliance Policy.Lobbying and Campaign Finance
Umojami Personnel must also comply with applicable lobbying and campaign finance laws. These laws vary across jurisdictions and apply generally when Umojami makes political contributions or engages on policy issues with government entities, elected officials, and candidates for public office. For more information and guidance on how to comply with these laws, please reference our Political Activities and Lobbying Policy.
Umojami is committed to competing in a fair and vigorous manner, in compliance with all applicable antitrust and competition laws. Antitrust laws protect consumers by prohibiting anticompetitive conduct that can restrict free competition. In accordance with these laws and regulations, Umojami Personnel must never agree, either directly or indirectly, with competitors:
(1) to set prices or other terms related to our products; (2) to allocate customers, advertisers, territories, or product markets; or (3) not to deal with a particular company (called a “group boycott”). Further, some conduct may be considered unfair or illegal in certain circumstances, including:Sharing competitively sensitive information with competitors;Leveraging market power to gain an unfair competitive advantage;Requiring a purchaser to resell a product at or above a particular price;Entering into agreements with suppliers or customers that impose exclusivity obligations; andRequiring customers to purchase one product to get access to another product (also called “tying”).
If you have questions in these areas, please contact the Legal Department for advice.Insider TradingUnder the federal securities laws, it is generally illegal to trade in Umojami securities while in the possession of material non-public information about the company. It is also generally illegal to provide material non-public information about Umojami to others who then trade on the basis of that information. Please refer to our Insider Trading Policy and direct all inquiries regarding the policy to [email protected] Health and SafetyUmojami is committed to complying with environmental, health, and safety (EHS) laws and regulations in the workplace and in the communities where we operate. Our EHS programs are designed to protect the environment, maintain a secure workplace, and provide Umojami Personnel with the necessary resources to comply with EHS laws and Umojami’s values and standards. Please refer to our Global EHS page on the wiki for more information.
11. Reporting Violations
If you learn about or suspect a violation of this code, another Umojami policy, or any law, you shall promptly report it to your manager, another manager, Human Resources, Internal Audit, or the Legal Department. If you are uncomfortable making such a report, you may do so anonymously if permitted by applicable law. For more information on reporting violations, including what topics may be reported and whether a report may be made anonymously, please see Umojami’s Whistleblower and Complaint Policy.In cases in which an individual reports a suspected violation of policy or law in good faith and is not engaged in the reported conduct, Umojami will attempt to keep its discussions and actions confidential to the greatest extent possible and in compliance with applicable laws and regulations governing privacy. Umojami will not retaliate against anyone making a good-faith report of a potential violation. Umojami will appropriately investigate any report of a violation. 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 or company policies is grounds for prompt disciplinary or remedial action. In addition, your failure to report a known violation of law or company policy by someone else may result in disciplinary action for employees and termination of employment/your relationship with Umojami. Discipline for a violation of Umojami policies or applicable law may range from a warning up to and including summary termination of employment/your relationship with Umojami (in accordance with applicable law). Umojami’s response to reports of possible violations of law may involve disclosure to and cooperation with the appropriate authorities.
12. Policy Prohibiting Retaliation
It is against Umojami policy (and may be unlawful) for any Umojami Personnel to retaliate against any person for reporting what he or she believed in good faith to be a violation of this code, expressing an intent to report what he or she believed in good faith to be a violation of this code, assisting other Umojami Personnel to report a violation of this code, or participating in any investigation pursuant to this code.
All Umojami officers and employees, as well as certain contingent workers and third parties, as determined by Global Ethics & Compliance, must familiarize themselves with and complete training on the code.
14. Amendment and Waivers
Any amendment of any provision of this code must be approved by the Compensation & Governance Committee of Umojami’s Board of Directors or, if appropriate, the Audit & Risk Oversight Committee, and promptly disclosed as may be required pursuant to applicable laws and regulations. Umojami’s General Counsel may grant waivers under this code for Umojami employees other than executive officers or senior financial officers. Any waiver or modification of this code for a member of the Board of Directors, executive officer, or senior financial officer must be approved by the Board of Directors and promptly disclosed, in each case as may be required by applicable law or the rules of the stock exchange on which Umojami’s common stock is listed for trading.