Last updated

May 19, 2024

About this Code of Business Conduct and Ethics

Siegel Group LLC and each of its’ subsidiaries (collectively, “NetMavens” or “Company”) is committed to conducting business in accordance with the highest standards of ethics and all applicable laws and regulations. This Code of Business Conduct and Ethics (this “Code”) sets forth the policies and practices that apply to how we conduct business, setting a clear expectation of the standards we must follow. This Code applies to all NetMavens employees and officers, and helps each of us in this effort by describing the fundamental principles and key policies that govern the conduct of our business.

Neither the adoption of this Code nor any description of its provisions constitutes a representation that all of its employees and officers are at any time in full compliance. NetMavens may amend this code of ethics policy from time to time.

NetMaven's reputation for integrity and good ethical practices is among our most valued assets and is essential to our success as a company. This reputation depends upon the individual actions of directors, officers, employees, representatives, agents and consultants all over the world. We are committed to a standard of excellence in serving our customers ethically and with utmost respect and efficiency. We therefore encourage our people to work as a team, to take an active part in reaching our strategic goals and to feel pride in their work and NetMavens. Each of us is personally responsible and accountable for compliance with this Code. This Code will be enforced fairly and consistently, regardless of position in NetMavens.

This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

Either you or NetMavens may terminate the employment relationship at any time, with or without cause.

Compliance with this Code is, however, mandatory and your compliance with it is a condition of employment. Your failure to always fully comply with it will subject you to discipline, up to and including termination of employment.

The requirements of this Code are in addition to any other NetMavens policies or requirements.

Meeting our Shared Obligation

Each of us is responsible for knowing the policies and guidelines contained in this Code and putting it to work. However, this Code does not cover every situation you may encounter. If questions arise, ask them.

If there are ethical concerns, raise them.

If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek advice and help from your manager, the General Counsel, Chief Financial Officer or Chief Executive Officer. You can report the matter confidentially by contacting your direct manager, General Counsel or Chief Financial Officer, or sending an email to

[email protected]

.

There are no acceptable reasons for either violating this Code or not reporting either a known violation or one that is suspected in good faith. This Code strictly prohibits any form of retaliation against an employee for reporting a concern or violation in good faith. Our conduct, individually and collectively, must reflect NetMavens values, demonstrate ethical leadership and promote a work environment that upholds our reputation for integrity, ethical conduct and trust.

Failure to either read or acknowledge this Code does not exempt you from your responsibility to comply with it or with applicable laws and regulations.

Integrity in All our Relationships

NetMavens depends on its reputation for quality, service and integrity. The Company is committed to the highest standards of ethics and business conduct in all our relationships, whether with employees, directors, shareholders, customers, associates, suppliers, competitors, or the communities in which we operate and the environment we share.

NetMavens selects our suppliers based not only on the quality and cost of their services, but also their commitment to high standards of integrity and ethical business conduct. We fully expect those working on the Company’s behalf, including contractors and suppliers, to adhere to NetMavens ethical standards.

Fair Treatment, Diversity and Inclusion

NetMavens recognizes and celebrates the unique value and contribution each employee brings to our workplace. We believe that a diverse and inclusive work culture is critical to the success of our Company and we are committed to fair employment practices in every aspect of its business. All NetMavens employees must comply with all applicable labor and employment laws and regulations, including anti-discrimination and anti-harassment laws.

NetMavens embraces cultural diversity and strictly prohibits its employees from unlawful discrimination or harassment on the basis of on race, religious creed (including religious dress and grooming practices), color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex (including pregnancy), gender, gender identity (including transgender identification), gender expression, age, sexual orientation, military and veteran status of any person, or any other consideration made unlawful by applicable law.
We expect our business partners, customers, vendors and suppliers to also conduct themselves in compliance with this policy. We will strive to ensure our workplace is a comfortable environment for everyone.

NetMavens anti-harassment policy includes a restriction of sexual harassment. Sexual harassment is a type of misconduct that can present itself in many forms. It can involve unsolicited remarks of a sexual nature made deliberately or repeatedly; questions, suggestions, annoying physical contacts of a sexual nature; or any comment, suggestion or decision based on consideration of a sexual nature that would compromise an employee’s career. Sexual harassment compromises the integrity of employees’ relationships and is detrimental to morale and productivity. It constitutes misconduct that will not be tolerated and may be subject to disciplinary action up to and including dismissal.

Health and Safety at Work

NetMavens is committed to providing a safe and healthy work place for all of its employees, and each of us must strive to support this goal. In addition to complying with all applicable safety laws and regulations, employees must follow safety procedures and posted safety-related signs and use prescribed safety equipment. To help keep our work environment safe each of us must be observant of safety issues and immediately report any unsafe conditions or activities to their manager.

Drugs and alcohol in the workplace can pose a risk to everyone’s safety. The Company prohibits the illegal use, sale, purchase, transfer, possession or presence in one’s system of drugs, other than medically prescribed drugs, while on Company premises. Similarly, NetMavens policy prohibits the use, sale, purchase, transfer or possession of alcoholic beverages by employees while on Company premises, except as authorized by the Chief Executive Officer. NetMavens employees, agents and representatives must abide by the Company’s policies and applicable laws and regulations governing the possession or use of alcohol and drugs.

We are committed to providing a respectful and professional workplace that is free from acts or threats of violence, harassment or discrimination. Acts or threats or violence conflict with the NetMavens commitment to the health and safety of our employees and will not be tolerated. Any threatening behavior, even if made in jest or as a joke, must be reported immediately to your manager. However, if you feel threatened or you believe that someone else is in immediate danger, call local law enforcement authorities before reporting the situation to your manager.

The Company requires employees advise the General Counsel of any developments related to an employee’s criminal background, including disclosure on a confidential basis of any pending felony charge against them regardless of whether the charge relates to their NetMavens duties.

Confidential Information

NetMavens expects undivided loyalty to the interests of the Company, including protection of NetMavens trade secrets and its proprietary and confidential information. Employees frequently have access to sensitive business, financial and technical information relating to NetMavens business which is proprietary and confidential, and which must be protected from unauthorized or inadvertent disclosure.

Confidential information refers to all non-public information, in any form, emanating from NetMavens, its customers, vendors, suppliers or any other organization that relates in any way to the Company’s business or operations. Confidential information includes any information that by its nature should be reasonably construed as being confidential, whether or not it is marked “confidential.” Examples of confidential information include NetMavens financial data, strategy plans, business plans, operating plans, sales data, contracts, and employee information.

Safeguarding this information is of the highest priority responsibility of all employees, individually and collectively. Each of us must be careful to acquire this information only in an ethical and legal manner. We must preserve and protect trade secrets and confidential information. We may not share or divulge such information outside of NetMavens or discuss such matters with another employee unless such employee has a clear business need for the information. If you have any questions about this policy, please speak with the Legal and Compliance Department.

Likewise, employees are not to divulge the confidential information of their former employers and will not disclose any proprietary information of customers or suppliers unless properly authorized by the owner of such information.

Employees who leave NetMavens are obligated to maintain the confidentiality of confidential and proprietary information obtained or developed while employed by the Company.

Maintaining Accurate and Complete Records

NetMavens strives to maintain accurate business records and to protect the Company’s funds and assets. NetMavens is committed to maintaining a system of internal controls that ensures compliance with applicable laws and regulations, and that promotes the full, accurate and timely disclosure of information in the Company’s reporting to internal management, its Board of Directors, external auditors and external parties, including regulatory and governmental authorities.

Each of us has a duty to ensure that NetMavens books and records are maintained with the utmost integrity, reflecting accurately and punctually all of the Company’s transactions, assets and liabilities.

All business records must be prepared with care and honesty, and maintained with appropriate levels of privacy and confidentiality. False, unlawful or misleading entries in the Company’s books or records, as well as unrecorded bank accounts, are strictly prohibited.
No transaction may be concealed from management or NetMavens internal or external auditors. Adequate accounting and auditing procedures and controls must be maintained and full compliance with NetMavens internal and external audit procedures is imperative. All NetMavens employees must immediately report any accounting or auditing irregularity to the Chief Financial Officer or General Counsel.

Record Keeping and Retention

In the course of our operations, NetMavens produces and receives large numbers of documents. Applicable laws and regulations require the retention of certain Company documents for various periods of time, including confidential employee records. NetMavens is committed to compliance with these requirements and in so preserving these records the Company will identify, maintain, safeguard and destroy/retain as applicable records in its possession.

In certain circumstances, NetMavens may be required by law or regulation to disclose employee information to external organizations, including lawful garnishment, levies or support orders, and lender or creditor information requests authorized by an employee.

Any employee who learns of a subpoena or pending or contemplated litigation or government investigation should immediately notify the General Counsel or Chief Financial Officer.

In such event, you must retain and affirmatively preserve from destruction all records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until advised by the General Counsel as to how to proceed.

Conflicts of Interest and Related Matters

The identification and management of all conflicts of interest must be a fundamental consideration in all of your business activities. A “conflict of interest” occurs when your personal interests compete or conflict with the interests of NetMavens, or interfere with your ability to make independent, objective business decisions on behalf of the Company.

Each of us must avoid any situation that may involve a real or apparent conflict of interest.

In dealings with current or potential customers, suppliers, contractors and competitors, you must act in the best interests of the Company to the exclusion of personal advantage.

If you believe a situation may constitute a conflict of interest or could be perceived as such, disclose it immediately to your manager or the Legal Department.

Although we cannot list every conceivable conflict, some common examples include the following:

Ownership by an employee, or a family member, of a significant financial interest in any outside enterprise that does or seeks to do business with, or is a competitor of, NetMavens. Serving as a director, officer, partner, consultant, or in any other key role in any outside enterprise which does or seeks to do business with, or is a competitor of, NetMavens. Accepting from any company, organization or person having business dealings with NetMavens a share of profits (other than dividends or shares held in publicly traded corporations), commissions or other payments or favors in the way of price or other advantages such as loans, services, travel or entertainment outside the normal conduct of the business; or gifts of more than a nominal value without senior executive consent and, under all circumstances, only where they are infrequent, business-related, appropriate to the business responsibilities of the individual and within the limits of reciprocation as a normal business expense.Using or disclosing, to the prejudice of NetMavens or for personal gain, any information on decisions, bids, plans or other matters concerning the Company.

7.1 Gifts and Entertainment

Gifts and entertainment must be appropriate, lawful and in line with NetMavens practices. Employees are expected to manage their business relationships with the utmost integrity. Your actions and decisions must be based on an impartial and objective assessment of each situation, free from the influence of gifts and similar favors that might compromise your judgment.

The choice of suppliers of goods and services should be predicated on competitive conditions of quality, price, service and other benefits to NetMavens. NetMavens must avoid

both

1) the fact and the appearance of improperly influencing relationships with other organizations or individuals with whom it deals.
2) The offer or acceptance of gifts and/or entertainment by you or a family member (including immediate relatives and/or household members) may present a conflict of interest or violate the law as described below.

Gifts of cash or cash equivalents (gift certificates, securities, loans, etc.) in any amount are strictly prohibited.

No gift or entertainment should ever be offered or accepted by you or a family member unless

it is not cash, is reasonable and consistent with customary business practices, is valued at not more than $150 USD, cannot reasonably be construed as a bribe or payoff, and does not violate any law or regulation, or NetMavens Anti-Corruption policy.

An especially strict standard is expected with respect to gifts or entertainment of any kind from NetMavens suppliers and they should be reminded periodically of this Company policy. Notwithstanding the foregoing, commercial business entertainment that is reasonable in nature, frequency and cost is permitted. Unsolicited and reasonable business courtesies, entertainment or gifts, including a meal or occasional athletic or cultural event, or gifts of modest value (do not exceed $150USD) that are given and accepted without an express or implied understanding that the recipient is in any obligated by his or her acceptance of the gift or entertainment. Gifts that are outside these guidelines may not be accepted without the prior written approval of the General Counsel or Chief Financial Officer.

What may be acceptable in the commercial business setting may be entirely unacceptable if not unlawful in dealings with government. There are strict anti-corruption laws that govern providing gifts, entertainment, travel and other gratuities to government officials and employees.
Absent prior written approval from the General Counsel, no gift or entertainment may ever be offered or received by you or a family member if the recipient is employed by any local, state or federal government agency.

Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.

Any employee who encounters an actual or potential conflict of interest, experience a situation where refusing a gift may jeopardize a NetMavens relationship, are requested to pay a bribe or provide a kickback or encounter a suspected violation of these guidelines must immediately report the situation to the General Counsel or Chief Financial Officer.

7.2 Outside Employment; Business Activity

Employees may pursue and participate in employment or other business activities outside of normal working hours, provided such arrangement neither creates a conflict of interest, nor detracts from your performance and/or effectiveness while working for NetMavens. If you have other employment you must disclose such employment to your manager, so that the Company can evaluate whether a conflict of interest exists.

Any employee considering or already engaged in any outside business or income-producing activity should be aware that he/she:

May not participate in outside business or financial activities that compete or potentially compete with NetMavens.May not participate in an outside business that supplies services or has business dealings with NetMavens where there is the possibility of preferential treatment being received by virtue of the employee’s position.May not conduct business on behalf of NetMavens with a family member, or a business organization with which the employee or a member of the employee’s family has an association which could be construed as significant in terms of potential conflict of interest, unless such business dealings have been disclosed in writing to the Company prior to any arrangement, and a specific non-objection decision has been given.May not serve as a director, partner, consultant, or in a managerial position with, or be employed in a technical capacity by, an unaffiliated competitor of NetMavens. May not use the Company’s time or facilities (i.e., photocopying, stationery, supplies, etc.) for the benefit of an outside business he/she may be participating in.May not disclose proprietary or other confidential information or data acquired through employment or any personal external activity.

7.3 Disclosure of Conflicts

NetMavens expects that employees will act in the best interests of the Company at all times. Each of us is responsible for avoiding conflicts of interest or the perception of conflicts of interest arising from outside activities. You must disclose all actual and potential conflicts of interests, including any material transaction or relationship that reasonably could give rise to a conflict of interest or a situation in which you believe that it may not be possible to avoid a conflict of interest. If in doubt, you should discuss the situation with your manager or the Legal Department. The failure to adhere to NetMavens conflict of interest policy, including the failure to disclose any actual or potential conflicts, will result in disciplinary action up to and including termination of employment.

Compliance with Applicable Laws and Regulations

NetMavens and its’ employees are expected to comply at all times with all applicable laws and regulations.

The Company will not condone the activities of any employee who violates the law or engages in unethical business practices.
No activity may be carried on by NetMavens employees that will not stand the closest possible public scrutiny.

Accordingly, each of us must ensure that our conduct is not, and cannot be, interpreted as being in any way in contravention of the laws and regulations governing NetMavens business and operations.

8.1 Antitrust and Fair Competition

In general, antitrust and competition laws are designed to preserve competition by prohibiting agreements or actions that may restrain trade or reduce competition. NetMavens and its’ employees must exercise care to ensure that any dealings with representatives of other companies are not, and are not viewed, as a violation of any applicable competition law. In complying with these laws, we must avoid the following:

Discussing with competitors’ prices or price-related information (including marketing information, territories, or costs) or entering formal or informal agreements among competitors to fix or control prices.Discussing or entering formal or informal agreements with competitors or customers to boycott specified suppliers or customers.Discussing or entering formal or informal agreements with competitors the allocation or division of services, territories or markets, or limit the provision or sale of services.

If a competitor or customer raises any of these topics with you, no matter how casually, you must stop the conversation and report the incident to your manager or the Legal Department. Because of the complexity of competition laws, the advice of the General Counsel should be sought if you have any questions about this subject.

8.2 Anti-Corruption

NetMavens Anti-Corruption Policy, the U.S Foreign Corrupt Practices Act and Brazil’s Anti-Corruption Law (#12.846/2013, as amended), the Decree #8.420/15, and the U.K. Bribery Act prohibit, among other things, bribery of government officials or agents, directly or through intermediaries, for any business-related purpose. Employees must strictly adhere to all legal requirements that apply to the Company’s business dealings. NetMavens employees who attend a meeting (including informal sessions like a meal) with any government official or agent are strongly encouraged to have at least one additional NetMavens employee or agent participate in that meeting. If you are unsure of how the law applies to your position or your duties, or you encounter any situation that you are uncertain how to handle, you must immediately contact the General Counsel for guidance.

8.3 Export Control and Sanctions

The U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Department of Commerce’s Bureau of Industry and Security require, among other things, compliance with U.S. government regulations implementing export controls and sanctions.
NetMavens may not engage in any transactions, including providing goods or services to, or acquiring goods or services from, any individuals against whom, or entities or jurisdictions against which the United States government has imposed sanctions. Under these laws, NetMavens employees are responsible for ensuring that they undertake reviews of all business partners who will benefit from the Company’s services. This includes the requirement that at the initiation of any new business relationship with a potential business partner, vendor or supplier, such party or individual be screened against the sanctions list.

8.4 Unfair Business Practices

NetMavens is committed to dealing honestly, ethically and fairly with employees, suppliers, vendors, customers and competitors. The Company and its employees must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. We must ensure that our marketing and sales practices truthfully advertise and promote our services, and are not misleading or deceptive. Service descriptions and prices must be truthful and accurate and avoid any unethical or deceptive sales practices that misstate, confuse or mislead customers.

Travel and Entertainment

Travel and entertainment should be consistent with the needs of business.

NetMavens ‘s intent is that an employee neither loses nor gains financially as a result of business travel and entertainment.
Employees are expected to spend the Company’s money as carefully as they would their own.

Employees must get pre-approval from their manager prior to incurring any expense for which the employee intends to seek reimbursement.
Employees will be reimbursed for reasonable pre-approved expenses incurred in the course of business.

Employees who approve travel and entertainment expense reports are responsible for the propriety and reasonableness of expenditures, for ensuring that expense reports are submitted promptly and that receipts and explanations properly support reported expenses.

Solicitation of NetMavens Employees

In the interest of the orderly and efficient operation of our business, NetMavens employees may not solicit or promote support for any cause or organization during their working time or the working time of the employee(s) at whom such activity is directed.

Any solicitation of employees or distribution or circulation of Internet messages or written or printed material of any kind is prohibited unless approved in advance by the Chief Executive Officer or General Counsel. Exceptions will be permitted only when required by local laws or government regulations.

Such facilities as bulletin boards are for NetMavens business and sponsored activities, and must be restricted to those activities, unless approved by management.

Non-employees may not solicit or distribute literature on NetMavens owned or leased premises, including any parking areas which may be Company property, at any time.

Risk Management

Risk Management responsibilities extend well beyond Finance and Legal programs, involving all employees within NetMavens.
Each employee is responsible for working safely, in an environmentally friendly manner and maintaining his/her work-space within levels of hygiene and cleanliness appropriate for the task.

Anyone representing NetMavens in dealings with customers, suppliers, government or other third parties must ensure that the information they provide and commitments they make are within the limits approved by their manager or the Chief Financial Officer or Chief Executive Officer.

Most importantly, letters and written comments made and statistics provided on or about NetMavens activities are to be done only by persons authorized to do so, on behalf of the Company, and in compliance with NetMavens policies.

Company Assets

We are all entrusted with the care and use of Company assets with the expectation that they will be used for the benefit of, and as directed by NetMavens.

Using Company assets (whether physical, financial, or time) for your personal gain is a violation of this trust.

You may not obtain, use, or divert NetMavens property for your personal gain or benefit, or for the personal gain or benefit of anyone else.

You are responsible for the proper use and security of NetMavens property entrusted to you. You should ensure that all Company property assigned to you is maintained in good condition.

You should be able to account for such equipment at all times in accordance with established procedures.

Paper records should be properly filed and stored in order to protect them from loss, damage, or inadvertent disclosure of confidential information and to ensure ready access for reference.

All maintenance and backup procedures must be carefully followed to protect computer records.

Electronic mail and Internet connections are intended for business purposes of the Company.

Use of computers for personal gratification by employees is not permitted. When using NetMavens-provided equipment, systems and resources, such as computers, cell phones, Internet, e-mail, and voicemail, you should not expect that the information you access, send or receive is private, unless inconsistent with applicable privacy law.

Company time is a valuable asset.

We all have an obligation to be honest with time, to perform our jobs to the best of our abilities, and to report to work in a manner fit to perform all assigned duties.

If you have any doubt as to the appropriate use of any NetMavens property, assets, or services, ask your manager or the Legal Department.

1 Theft

Theft of NetMavens assets is the most fundamental breach of the employment relationship.

The Company will not tolerate theft and will terminate the employment relationship and/or prosecute in such situations.

Communication and information Systems

NetMavens computers, networks, communication systems and other IT resources, including those for e-mail and Company-provided Internet and intranet, are the property of NetMavens and must be used appropriately. These resources are intended for business purposes but may be used occasionally during non-working time for limited personal use that is not disruptive to NetMavens business, illegal, offensive or could reflect negatively on the Company’s image or reputation. Your use of these resources must comply at all times with NetMavens policies, including our anti- harassment policy.

Media and Public Inquiries

It is important that one consistent voice speak on behalf of NetMavens. Employees who are not official spokespersons for the Company may not speak with the media or press, or make public statements on NetMavens behalf. The Company has designated the Chief Executive Officer as the sole authorized spokesperson for NetMavens. All requests for financial or other information from the media, press or any other organization should be referred to the Chief Executive Officer or Chief Financial Officer. Requests for information from regulators or government agencies should be referred to the General Counsel.

Reporting Violations

Every employee holds a position of trust and part of this trust must be the obligation to report promptly, fairly and accurately any conduct or circumstance that may be contrary to this Code, relevant laws or regulations, or against the interests of NetMavens generally.
Although you may find this difficult to do, it is a critical component of any code of ethical conduct. In the vast majority of cases, violations are only detected by other employees.

As a result, failure to report violations can be as serious as the misconduct itself.

Employees must report known violations of this Code, violations that are suspected in good faith, or other matters pursuant to this Code.
You can report the matter confidentially by contacting your direct manager, General Counsel or Chief Financial Officer, or sending an email to [email protected]

The person receiving the report must make a record of its receipt and must also keep a record of the disposition of the situation.
All information will be received in confidence to the extent practicable, consistent with the need to conduct an adequate investigation.
A summary of the issue together with its final disposition shall be handled promptly by Executive Management or the Board of Directors, as appropriate under the circumstances.

No retaliatory action will be permitted against an employee who makes a good faith report of a violation (Retaliations broadly defined to include conduct that intimidates, coerces, penalizes, or otherwise discriminates against a person because they have made or attempted to make a complaint or have participated in the investigation of a complaint.). A manager or employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including the termination of employment.