Kognitiv Corporation: Supplier Code of Ethics

Overview

Kognitiv Corporation and its affiliated companies ("Kognitiv") are committed to conducting business with the highest degree of integrity and in full compliance with applicable laws and regulations. This Kognitiv Supplier Code of Ethics (the "Code") is intended to ensure that our suppliers, subcontractors, and other third parties ("Suppliers") understand and agree to comply with the following standards in all business dealings related to Kognitiv.

Kognitiv Suppliers must communicate these standards to all applicable individuals as well as their own subcontractors delivering products or performing services for Kognitiv. Those individuals and subcontractors must comply with Kognitiv supplier's contractual obligations, legal requirements, and this Code – including, for example, any notification and approval requirements.

Contact Information for Questions

Questions about this Code may be directed to any of the following:

Compliance to Laws and Regulations

Kognitiv Suppliers must ensure they operate in compliance with all applicable laws and regulations.

Anti-Money Laundering

Money laundering refers to individuals or entities who try to conceal illicit funds or conduct/fabricate transactions to make these funds appear legitimate. Our Suppliers must not condone, facilitate, or support money laundering.

Anti-Tax Evasion

Tax evasion is the illegal non-payment or underpayment of a legally owed tax (tax evasion is different than tax avoidance or tax planning, which involves taking legitimate and legal steps to minimize tax liability). Our Suppliers must not commit, facilitate, or support tax evasion.

Anti-Corruption

Our Suppliers must not directly or indirectly offer or accept bribes, kickbacks, or anything else of value that could be interpreted as an attempt to fraudulently or unethically obtain or retain business on behalf of Kognitiv. Offering gifts to bribe is never permitted.

Conflicts of Interest

Suppliers shall ensure they do not participate in conduct or situations in which personal interests or the potential for personal gain may interfere with the best interests of Kognitiv or risk compromising the reputation of Kognitiv. Personal interests may include the interests of family or friends.

Suppliers must proactively disclose any obligation, commitment, relationship, or interest that could conflict or may be perceived to conflict with his or her duties to or interests of Kognitiv.

Loans, Gifts, and Entertainment

At Kognitiv, the giving or receiving of gifts or gratuities cannot conflict—or appear to conflict—with Kognitiv's commitment to high standards of business ethics. Suppliers and their personnel must not offer, give, ask for or accept, either directly or indirectly, payment, favors, gratuities or any other thing of value to or from an employee of Kognitiv or from an employee or agent of any actual or potential customer or supplier of Kognitiv, except as legally permissible and recognized as courtesies of the trade.

Gift Value Exemptions:

Business with Family and Friends

Our Suppliers must avoid potential conflict of interest that could arise from negotiating with or otherwise interacting with a Kognitiv employee that is a close friend or a family member including:

Records

Our Suppliers must not intentionally disseminate false or misleading information or omit critical information that is essential to avoid misinformation. All business documentation, including but not limited to, invoices, and other financial or operational records, must be prepared accurately, in a timely fashion and appropriately reflect the nature and substance of all underlying transactions, payments, and events.

No Discrimination, Valuing Diversity and Respect

We believe that a diverse workforce is critical to success and competitiveness in the global marketplace. We expect our Suppliers to value and support diversity and respect in the workplace.

Suppliers shall not discriminate against, or harass, any person based on that person's:

Human Rights, Child Labor, Anti-Slavery and Wage and Hour Laws

Our Suppliers must support and protect internationally proclaimed human rights and ensure that they are not complicit in human rights abuses and must conduct their business in a manner consistent with all applicable employment and human rights laws and regulations wherever they operate.

This means, in part, that they:

Confidential Information

Kognitiv Suppliers must take all appropriate security and legal measures to protect Kognitiv's confidential information, including information that is entrusted to Kognitiv by third parties. Confidential information includes personally identifiable information.

Suppliers must ensure that they do not make use of, or disclose or transfer to any unauthorized individual or entity information which Kognitiv states is, or which could reasonably be determined to be:

Privacy and Data Protection

Suppliers will respect the privacy of personally identifiable information which they may hold or have access to in the course of delivering products or services to Kognitiv. Suppliers must comply fully with:

Fair Competition

We expect our Suppliers to conduct their business fairly and in respect of Competition laws—sometimes referred to as "antitrust" laws. Suppliers shall not engage in:

Monitoring and Compliance

Suppliers must comply with the standards and requirements of this Supplier Code of Ethics and monitor their business activities.

Internal Reviews and Audits

Suppliers must conduct periodic internal reviews, inspections, and audits to ensure their compliance with this Supplier Code of Ethics and its applicable requirements.

Communication and Responsibility

Suppliers must ensure that the standards and requirements of this Code are communicated to their personnel and suppliers working on or in support of Kognitiv projects, jobs, contracts, agreements, and orders. Suppliers will be held responsible for the conduct and actions of their employees and suppliers.

Record Keeping and Evidence

Suppliers shall maintain appropriate records to substantiate compliance with the terms and conditions of this Code of Ethics and provide such evidence to Kognitiv upon request.

Termination for Violations

Kognitiv may terminate a Supplier relationship, including any agreements for goods and/or services, without liability, for violation of this Supplier Code of Ethics.

Application

This Supplier Code of Ethics is a general statement of Kognitiv's expectations and requirements with respect to its Suppliers. This Code should not be read in lieu of, but in addition to, any Supplier obligations set forth in:

a) Requests for proposals, invitations to bid, or other solicitation documents, or b) Agreements by and between Kognitiv and the Supplier

In the event of a conflict between this Code of Ethics and any Kognitiv solicitation documents or applicable agreements, the terms of Kognitiv's applicable solicitation documents or agreements will prevail.

Reporting Suspected Violations

Any suspected violations should be reported to:

Amendments and Modifications

Kognitiv reserves the right, in its sole discretion, to interpret, discontinue, modify or amend its Supplier Code of Ethics from time to time with or without notice. Nothing contained in this Supplier Code of Ethics, or relating thereto, will be deemed to create an employer-employee relationship with Kognitiv, or a promise or commitment by Kognitiv of any kind whatsoever to or on behalf of anyone.

About Kognitiv Corporation

Kognitiv Corporation provides AI/ML-powered solutions for customer loyalty and engagement, including:

Products

Contact Information

Email: [email protected]

Legal Department: [email protected]

Business Ethics Hotline: www.lighthouse-services.com/kognitiv

Social Media: LinkedIn

Additional Resources

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