AlphaSense, Inc. and its affiliates (the “Company”), have adopted this Code of Business Conduct and Ethics (the “Code of Conduct”). This Code of Conduct sets forth the Company’s policies and/or positions with respect to business ethics and conflicts of interest, and its intent that the officers, directors, employees, contractors, suppliers, service providers, agents, and representatives (collectively referred to as “Personnel” for purposes of this Code of Conduct) of the Company conduct business with the highest standards of integrity and in compliance with all applicable laws and regulations. Although this Code of Conduct provides only a brief description of the potential issues that may arise, a familiarity with the basic principles of this Code of Conduct should assist Personnel in avoiding illegal or unethical behavior.
The requirements in this Code of Conduct may be less restrictive than the requirements of applicable law, industry practice, employment policy, contractual agreement, or other requirement applicable to a Personnel (collectively, “Other Requirements”). In those events, such Other Requirements shall govern with respect to the subject matter thereof. This Code of Conduct supplements the Other Requirements and nothing contained in this Code of Conduct should be construed or applied as a binding interpretation or definition of law or industry practice. Any violation of law is strictly prohibited and is beyond the scope of authority of all Personnel. To the extent applicable, the Company requires that its suppliers and contractors hold their employees and other service providers to the same high standards as those contained herein.
1. Code of Business Conduct and Ethics Reporting
If any Personnel believe that they have violated this Code of Conduct, they should promptly advise the Code of Conduct Contact Person. For purposes of this Code of Conduct, the “Code of Conduct Contact Person” is a Personnel’s immediate supervisor, Human Resource Manager or Vice President (or, in the case of a third-party service provider, the Company’s legal department or Company business contact). Personnel are also encouraged to promptly notify the Code of Conduct Contact Person about observed violations of this Code of Conduct or other potential illegal or unethical behavior and to discuss, when in doubt, the best course of action in a particular situation. Personnel who are concerned that violations of this Code of Conduct, or that other illegal or unethical conduct by other Personnel, have occurred or may occur should promptly contact the Code of Conduct Contact Person. To the extent that a Personnel does not feel comfortable reporting any concerns or complaints under this Code of Conduct to any of the foregoing, the Personnel may make such report to the compliance hotline at [email protected] or anonymously through a third party service called “Suggestion Ox” at https://app.suggestionox.com/r/hNIzYA. If their concerns or complaints require confidentiality, including keeping their identity anonymous, then this confidentiality shall be protected to the greatest extent possible or practical, subject to applicable law, regulation or legal proceedings.
2. Complying with Law
All Personnel should respect and comply with all of the laws, rules and regulations of the states, counties, cities, and other countries or jurisdictions in which the Company or Personnel conducts its business or activities.
3. Employment Practices
The Company is committed to maintaining a workplace free from discrimination, intimidation and harassment. Threats, intimidation, harassment or acts of physical violence in the workplace are prohibited and should be reported. Personnel shown to be involved in such activities are subject to disciplinary action, up to and including termination. Similarly, to the extent applicable, the Company requires its suppliers and contractors hold their employees, contractors, and suppliers to the same standards.
4. Safety; Prohibited Substances
The Company strives to provide all Personnel with a safe work environment. Personnel are responsible for maintaining a safe workplace by (a) following all workplace health, safety and security rules, policies and practices and (b) reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are strictly prohibited. Personnel should perform their duties free from the influence of illegal drugs or alcohol or any other substance that may impair their ability to perform the essential functions of their function or that may create an unsafe work environment.
The Company is dedicated to acting in a sustainable and responsible way. The Company considers it an ongoing and evolving undertaking to continually improve products and processes and to comply with all applicable regulations with respect to the environment and health and safety wherever the Company operates.
5. Conflicts of Interest
All Personnel should be scrupulous in avoiding a conflict of interest or the appearance of a conflict of interest with regard to the Company’s interests. A conflict of interest may arise when a Personnel’s outside interests (for example, financial or personal interests) interfere with the Company’s interests or the Personnel’s work-related duties and responsibilities. Conflicts of interest may also arise when a Personnel, or a Personnel’s family member, receives improper personal benefits as a result of the Personnel’s position in or relationship to the Company and/or its business partners, whether received from the Company or a third party. For example, it is almost always a conflict of interest for an employee to work simultaneously for a supplier, customer, partner, subcontractor or competitor of the Company. Loans to, or guarantees of obligations of, Personnel and their respective family members may also create impermissible conflicts of interest.
Conflicts of interest may not always be clear-cut, so Personnel with questions should consult with the Code of Conduct Contact Person. Any Personnel who becomes aware of a transaction or relationship that reasonably could be expected to give rise to a conflict of interest should bring it to the attention of the Code of Conduct Contact Person.
6. Protection and Proper Use of Company Assets
Personnel should protect the Company’s assets and ensure their efficient and proper use. Any personal use of Company resources must not result in significant added costs, disruption of business processes or any other disadvantage to the Company. Theft, carelessness and waste have a direct impact on the Company. All assets of the Company should be properly used for legitimate business purposes.
7. Intellectual Property and Confidentiality
Personnel must treat the Company’s physical property and intellectual property with due care and protect it from damage and unauthorized access by, or distribution or disclosure to, third parties. Additionally, Personnel must maintain strict confidentiality about all internal business of the Company and confidential information of its suppliers and customers that have not been officially made public by the Company or such suppliers or customers. These include, for example, business and manufacturing secrets, intellectual property, know-how, internal reporting figures, business plans and other information or materials that are confidential or proprietary to the Company. Whenever feasible, Personnel should consult the Code of Conduct Contact Person if they believe that they have a legal obligation to disclose confidential information. Within the scope of applicable law, and subject to individual employment agreements, the confidentiality obligation continues despite the termination of employment.
8. Fair Dealing and Avoidance of Unlawful Anticompetitive Conduct
The Company stands for free and fair competition. Personnel should endeavor to deal fairly with the Company’s customers, suppliers, and competitors, as well as other Personnel. No Personnel should take unfair advantage of anyone through manipulation, concealment, abuse of privileged or inside information, misrepresentation of material facts or any other unfair dealing or practice. Similarly, the Company strives to adhere to all applicable international, federal, and state competition and antitrust regulations. Personnel must understand and conduct their business affairs in accordance with these rules and should never engage in any activities that violate the letter or spirit of anti-competition/antitrust laws.
9. Business Entertainment, Gifts and Courtesies
The purpose of business entertainment, gifts and courtesies in a commercial setting is to create goodwill and sound working relationships, and not to gain any unfair advantage with customers or other Personnel, as applicable. Personnel must act in a fair and impartial manner in all business dealings. No entertainment, gift or courtesy should be offered, given, provided or accepted by any Personnel, or any Personnel’s family members or agents, unless it: (a) is not a cash gift; (b) is consistent with customary business practices; (c) cannot be construed as a bribe or payoff; and (d) does not violate any laws or regulations. Personnel should contact the Code of Conduct Contact Person if they are not certain whether any entertainment, gift or courtesy is appropriate.
10. Anti-slavery and Human Trafficking
Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labor and human trafficking, all of which have in common the deprivation of a person’s liberty by another to exploit them for personal or commercial gain. The Company has a zero-tolerance approach to modern slavery and it is committed to (a) acting ethically and with integrity in all business dealings and relationships and (b) implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in the Company’s business or in any of its supply chains.
The Company expects the same high standards from all of its Personnel (including its contractors, suppliers, and other business partners) and strictly prohibits the use of forced, compulsory or trafficked labor, or anyone held in slavery or servitude, whether adults or children, in the conduct of the Company’s business. The Company further expects its Personnel to hold their own business partners, employees, suppliers, or service providers, as applicable, to the same high standards.
11. Sanctions
Sanctions are laws, regulations and compulsory measures enacted by governmental authorities in relation to particular states, regimes, entities and individuals. Such laws, regulations and measures may directly or indirectly restrict transactions involving goods, services, payments, investments and capital transfers, or the movement of persons. They may also include other prohibitions, licensing and reporting obligations. As a global business, the Company must remain vigilant in its adherence to such sanctions and ensure that all Personnel respect and uphold any applicable sanctions.
12. Anti-Money Laundering
Money laundering is a process whereby the origin of funds generated by illegal actions is concealed and those funds are inserted into economic circulation, making them seem as though they are derived from a legitimate source. Personnel must protect the integrity and reputation of the Company by helping to detect possible money laundering activities. Personnel should learn to watch for warning signs, which, for example, may include entities that are reluctant to provide complete information or wish to make or receive payments in cash.
The Company will not participate, or assist any third party, in money laundering or any other illegal practice. The Company encourages and supports all Personnel who report to the Code of Conduct Contact Person any concerns relating to a current or prospective counterparty being engaged, or suspected of being engaged, in money laundering.
13. Anti-Bribery, Corruption and Kickbacks
It is the Company’s policy to conduct all of its business in an honest and ethical manner. The Company takes a zero-tolerance approach to bribery and corruption and is committed to (a) acting professionally, fairly and with integrity in all business dealings and relationships wherever the Company operates and (b) implementing and enforcing effective systems to counter bribery and corruption.
A bribe is any financial or other advantage that is offered, provided, authorized, requested, promised or received as an inducement or reward for the improper performance of a Personnel’s relevant activity or function. The receipt, offering or giving of such an advantage in itself constitutes improper conduct. Personnel must not solicit, accept, offer, provide, promise or authorize any bribe either directly or indirectly or through any third party. Any concerns about potential bribery must be reported to the Code of Conduct Contact Person. No Personnel may make use of their position or relationship to the Company to demand, accept, create or be promised benefits (“bribes” or “kickbacks”). Further guidance on this matter can be obtained from the Code of Conduct Contact Person.
Any Personnel who fails to comply with applicable anti-corruption laws and policies and this Code of Conduct may face disciplinary action, up to and including termination.
14. Financial Integrity, Accounting, Books and Records
The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any Personnel has concerns or complaints regarding questionable accounting, internal accounting controls or auditing matters of the Company, the Personnel is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise). The Company will, subject to its duties arising under applicable law, regulations and legal proceedings, and to the extent practical, attempt to treat such submissions confidentially. Such submissions may be directed to the attention of the compliance hotline at [email protected] or anonymously at the Company’s Suggestion Ox mailbox.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and the Company.
Personnel shall follow applicable record retention policies. Personnel shall not destroy, shred or alter records that are in any way related to a threatened, imminent or pending legal or administrative proceeding, litigation, audit or investigation.
15. Accountability for Actions
Personnel who are not in compliance with the policies of this Code of Conduct shall be held accountable for their actions and shall, to the extent possible, be required to take such action as necessary to become compliant. The failure to observe the terms of this Code of Conduct may result in disciplinary action, up to and including termination of employment or other relationship. Violations of this Code of Conduct may also constitute violations of law that may result in civil and criminal penalties.
16. No Retaliation
The Company shall not permit retaliation of any kind by or on behalf of the Company and its employees against good faith reports or complaints of violations of this Code of Conduct or other illegal or unethical conduct. To be clear, a good faith report made by an employee will not result in any kind of disadvantage to the employee, subject to cases of the employee’s own violations, in line with normal whistle-blowing protocols. Similarly, the Company expects that its suppliers and service providers establish policies and procedures to protect its employees from retaliation for making similar reports in good faith.
17. Amendment, Modification and Waiver
This Code of Conduct may be amended, modified, rescinded, or waived by the Company at any time.