Code of Conduct

Introduction

The Amplifi.io Code of Conduct (the “Code”) provides guidance about business behavior expected of the Amplifi.io community as you work and interface with fellow employees, customers, suppliers, business partners and other stakeholders.

The Code is supported by corporate-level employment policies, which are available on Amplifi.io’s Employee Handbook. You may also be subject to additional regional and/or departmental policies. However, this Code and the policies cannot answer every question or address every possible business situation. Therefore, you are expected to use good judgment and seek guidance when you have questions about the appropriate course of action.

Scope and Compliance

The Code is applicable to all officers, directors, and employees of AMP Media Systems, Inc. (DBA: Amplifi.io (“Amplifi.io”). The Third-Party Code of Conduct governs the conduct of contingent workers, contractors and business partners acting on Amplifi.io’s behalf.

Failure to comply with the Code, including not reporting actual or suspected violations of which you are aware, may result in disciplinary action, including but not limited to termination of employment.

Policy Statement

Amplifi.io’s business success depends on our ability to build trusted relationships—with each other, as well as with our customers, suppliers, governments and communities. This means that you have a responsibility to:

Ask Questions and Report Concerns;
Conduct Business with Honesty and Integrity;
Follow the Letter and Spirit of the Law;
Treat Each Other with Dignity and Respect; and
Protect Amplifi.io’s Assets and Reputation.

Ask Questions and Report Concerns

Raise Your Concerns Promptly

The Amplifi.io Compliance Office is dedicated to giving you the support and advice you need to comply with this Code, corporate-level policies and applicable laws and regulations.

If you have any reason to believe this Code, corporate policies or applicable laws and regulations have been or may be violated, you are expected to immediately report such activity to any of the following resources:

Local Management;
Human Resources;
Compliance & Ethics Office;
Legal Department;
Assurance;
Global Security; or
Amplifi.io HelpLine.

Retaliation is Not Tolerated

Amplifi.io does not tolerate retaliation against any employee who, acting in good faith, reports suspected misconduct, asks questions or raises concerns.

Cooperate with Investigations, Lawsuits and Legal Proceedings

Amplifi.io’s commitment to conducting business with integrity requires that we take all credible good-faith reports of suspected misconduct seriously, investigate them fairly and confidentially, and take action where needed. You must cooperate fully in Amplifi.io-authorized internal investigations and audits, which may be conducted by representatives from Legal, Compliance and Ethics, Internal Audit, Security and Human Resources, as well as members of Amplifi.io’s external audit and legal firms.

Lawsuits, legal proceedings and investigations by government or regulatory agencies involving Amplifi.io must be handled promptly and in an appropriate manner. You should bring all such matters immediately to the attention of the Legal Department.

You should retain documents relevant to any lawsuit, legal proceeding or investigation. All external requests for information must be forwarded to the Legal Department. The Legal Department will oversee information gathering and coordinate Amplifi.io’s response to the external party. When you are asked to provide relevant records, you must promptly provide them to the Legal Department.

You are to avoid discussing any lawsuit, legal proceeding or investigation with anyone inside or outside of Amplifi.io without prior approval of the Legal Department.

Conduct Business with Honesty and Integrity

Follow Acceptable Contracting Practices to Prevent Side Agreements

Side agreements are strictly prohibited. Amplifi.io policy is to contract with customers and other parties only through formal, written agreements that have been approved by Amplifi.io’s Legal Department and that have been executed by authorized signatories, as further described in the Contract Approval and Signature Authority Policy.

Side agreements include any commitment, whether verbal or written (including by electronic transmission, e.g., email), that was not part of the original agreement with the counterparty in order to complete a sale or purchase or applicable transaction. Side agreements often substantially change the terms of the original agreement and potentially expose Amplifi.io to a risk of breaching the agreement and impacting the agreement’s accounting treatment. Any modifications to an original agreement must be reflected either in: (i) a new written agreement, or (ii) a written amendment to the original agreement, either of which must be properly approved and executed by an authorized signatory.

Avoid Conflicts of Interest

You should avoid any activity that conflicts with, or appears to conflict with, the interests of Amplifi.io. A conflict of interest is a situation in which you or a member of your family has professional or personal interests that could affect your objectivity in making decisions as a Amplifi.io employee. Conflicts of interest may arise when you or a member of your family receives improper personal benefits as a result of your position with Amplifi.io. Loans to, or guarantees of obligations of, an employee or an employee’s family member may also create conflicts of interest.

It is usually a conflict of interest for a Amplifi.io employee to work simultaneously for a competitor, customer or supplier. Employees are not allowed to work for a competitor as a consultant or board member. The best practice is to avoid any direct or indirect business connection with Amplifi.io competitors, customers or suppliers, except on behalf of Amplifi.io.

Conflicts of interest may not always be immediately evident. If you have questions or if you become aware of a conflict of interest or a potential conflict of interest, you should contact the Compliance & Ethics Office.

Facilitate Accurate Financial Reporting

Amplifi.io must comply with various securities laws, regulations and reporting obligations, as well as applicable statutory laws and regulations for local country financial and tax reporting. Amplifi.io must disclose full, fair, accurate, timely and understandable information regarding our business, financial condition and results of operations to our shareholders and debtholders as well as to other statutory agencies. Accordingly, you must maintain accurate business records, respect all internal controls and cooperate in all internal and external audits.

Any concerns that may involve a violation of U.S. securities laws or a fraud against Amplifi.io shareholders or debtholders should be raised to management, the Finance Department, Internal Audit, the Legal Department or the Compliance & Ethics Office.

Maintain Amplifi.io Records Appropriately

Amplifi.io is responsible for ensuring that its business records, including paper and electronic records, are created, managed and disposed of properly. An effective, efficient records management program allows Amplifi.io to meet its business needs and to comply with all legal and regulatory obligations. You are responsible for periodically reviewing the records in your possession and assuring you are in compliance with the Records Management Policy and any pending preservation orders.

Comply With Anti-Money Laundering Regulations

Amplifi.io prohibits all forms of money laundering and complies with regional anti-money laundering laws. Amplifi.io maintains internal controls designed to ensure compliance with applicable anti-money laundering regulations.

Follow the Letter and Spirit of the Law

Obeying the law, both in letter and in spirit, is the foundation of Amplifi.io’s ethical standards. We must act in accordance with the applicable laws and regulations where Amplifi.io does business. If you believe the requirements of the Code conflict with local law, please consult the Compliance & Ethics Office or the Amplifi.io Legal Department.

Uphold Applicable Anti-Corruption Laws

Improper Payments

Amplifi.io takes a zero-tolerance approach to bribery and corruption and is committed to operate and enforce systems and policies to detect and deter bribery. You may never give or promise to give anything of value directly or indirectly to any third party in connection with any Amplifi.io business to assist Amplifi.io in obtaining an improper business advantage, whether or not any benefit is received.

Offering Gifts, Entertainment and other Hospitality

Normal, occasional and appropriate gifts, entertainment or other hospitality offered to customers, potential customers, suppliers, or other persons connected to Amplifi.io business to foster goodwill and enhance business relationships is generally permissible. However, the following gifts, entertainment and other hospitality are strictly prohibited, even if you do not submit the expenditures for reimbursement from Amplifi.io:

A “quid pro quo” (offered for something in return);
Gifts in the form of cash or cash equivalents (e.g., gift cards) over $100USD;
Gifts, entertainment or other hospitality immediately prior to, during or immediately following an expected or actual tender issued by a government entity or other similar formal bidding process if (i) prohibited by the tender or formal bid documents or recipient’s employer’s policies, guidelines or standards; (ii) prohibited by local law; or (iii) doing so would give rise to the appearance of impropriety;
Entertainment of an unsavory or potentially offensive nature; or
Gifts, entertainment or other hospitality that are knowingly in violation of the recipient’s employer’s policies, guidelines or standards.

You may not require or encourage a third party acting on behalf of Amplifi.io to make any of the above referenced prohibited gifts, entertainment or hospitality. You should contact the Compliance & Ethics Office to discuss and resolve ambiguous situations.

Receiving Gifts, Entertainment and other Hospitality

All business meals and entertainment must be customary, unsolicited, infrequent, in good taste, reasonable in value and provided for legitimate business purposes. Additionally, except as noted below, you may accept occasional, unsolicited gifts of nominal value, such as promotional or commemorative items. You must receive advance approval from your vice president for any gifts, entertainment or hospitality in excess of $100USD (or equivalent), including, for example, travel and conference fees. If you are a vice president or above, you must receive advance approval from your direct supervisor before accepting any gift, entertainment or hospitality in excess of $100USD (or equivalent). If you purchase goods and services for Amplifi.io (e.g., Procurement employees), you may not accept gifts from suppliers in excess of $25 USD (or equivalent).

You should never accept:

Tangible or intangible personal benefits that are given—expressly or impliedly—in exchange for securing Amplifi.io business;
Tangible or intangible personal benefits that might create or give the appearance of creating a sense of obligation on your part;
Cash or cash equivalents (e.g., gift cards); or
Personal discounts for a supplier’s or customer’s products or services, unless such discounts are offered to all Amplifi.io employees or members of the general public.

Restrictions on Political Contributions and Activities

You may not contribute funds, assets or services for or on behalf of Amplifi.io to any political candidates, political party, charity or similar organizations, unless such contribution is expressly permitted by law and authorized by Amplifi.io.

Promote Fair Competition

Amplifi.io will succeed in a fair and competitive marketplace by providing customers with superior products and services at reasonable prices. We follow laws designed to preserve free and open competition, often referred to as “antitrust laws.”

Generally, applicable antitrust laws prohibit the following conduct:

Price fixing, which includes verbal, tacit or implied agreements among competitors about prices;
Bid rigging, through which a party agrees to not bid, bid at a certain price or submit a bid that is intentionally less favorable than a competitor’s bid;
Territorial or customer allocation, through which competitors divide or allocate customers or territories to be served; and
Market division among competitors to allocate customers, territories or products.

Antitrust and trade regulation laws in various countries may differ, and any question about specific conduct or a specific situation should be directed to the Amplifi.io Legal Department.

Comply with Export Controls

Amplifi.io engages with a global audience. We therefore comply with applicable country laws regarding the import and export of goods, services, software and technology.

Anyone associated with Amplifi.io who is involved with the export, re-export and import of goods, services, technology or software is responsible for knowing and following the export control regulations that apply to their job responsibilities.

Avoid Insider Trading

From time to time, you may obtain material, non-public information (e.g., unannounced financial data, mergers or acquisitions, stock splits, unannounced products, marketing plans, vendor contracts or procurement plans) concerning Amplifi.io or other companies. You may never use or share inside information to trade or influence the trading of stock or otherwise use or share the information for personal advantage or the advantage of others.

Protect the Privacy of Personal Information

Amplifi.io complies with applicable data protection and privacy laws in all countries where Amplifi.io does business. You have a responsibility to safeguard the privacy, confidentiality and security of personally identifiable information and other private information of our employees, customers, partners and other third parties in Amplifi.io’s possession. It is your responsibility to follow the Confidential Information Protection Policy, and other relevant data privacy policies to protect personal information of others and prevent its unauthorized use or disclosure. You may share it only for legitimate business needs within the scope of your duties with authorized persons and in accordance with applicable laws.

Treat Each other with Dignity and Respect

Value Diversity and Equal Opportunity

Amplifi.io values the diversity of its workforce. The Amplifi.io approach to diversity is defined by inclusiveness, respect and fostering a culture that allows each individual to contribute to his or her fullest potential. Amplifi.io leaders must set a strong, ethical example and create a civil, professional work environment. As set forth in the Equal Employment Policy and the Non-Harassment Policy, Amplifi.io does not tolerate any form of harassment, discrimination or retaliation.

Ensure a Safe Workplace

A workplace free of violence, weapons and other disruptive behavior keeps all employees safe and able to concentrate fully on business. Violence or other deliberate acts intended to harm another person or their property, including threatening, menacing or intimidating comments and behavior, is prohibited. Violence or threats of violence should be reported immediately to local management.

Where legally enforceable, Amplifi.io prohibits the possession, concealment, use or transfer of the following items on Amplifi.io premises, whether owned or leased: any firearm or other weapon, including knives, clubs, explosives or other devices that are primarily used to inflict injury.

Maintain A Workplace Free From Substance Abuse

Alcohol, illegal drugs and controlled substances can adversely affect safety, productivity, reliability and judgment. We are prohibited from consuming or being under the influence of alcohol or possessing, distributing or being under the influence of illegal drugs while engaging in Amplifi.io business, with the exception of lawful, moderate and prudent alcohol consumption during legitimate business entertainment.

Protect Amplifi.io’s Assets and Reputation

Use Company Assets and Systems Appropriately

Amplifi.io assets, including but not limited to equipment, supplies, facilities and systems, should be used for Amplifi.io’s benefit. As subject to applicable law, Amplifi.io reserves the right to monitor Amplifi.io systems and there should be no expectation of privacy. You must follow Amplifi.io guidelines for protecting Amplifi.io systems including following password guidelines and incorporating Amplifi.io-approved virus protection.

All Amplifi.io assets shall remain in the offices in which they are located unless approval is obtained by the corporate head of facilities or their designee for such approvals.

Additionally, posting content about your job at Amplifi.io, the jobs of others at Amplifi.io, Amplifi.io’s business or Amplifi.io’s customers on social media and networking sites must always be done in accordance with the Social Media and Networking Policy.

Prevent Theft and Fraud

Theft and fraud are crimes and will not be tolerated. Fraud is a type of theft by deception that results in your personal gain, profit or advantage or harm or loss to another person or entity. You are expected to report any suspicious activity immediately.

Safeguard Intellectual Property and Confidential Information

The Amplifi.io Information Security Policy serves as the foundation for Amplifi.io’s information management policies, standards, and procedures. Employees are personally accountable for ensuring that their Amplifi.io information assets are adequately secured and for complying with Amplifi.io information security policies, standards and procedures.

Amplifi.io owns all inventions, conceptions, discoveries, improvements, ideas, works of authorship and trade secrets created by you on the job or created using Amplifi.io’s assets. You are a steward of the trade secrets and confidential information owned by Amplifi.io or third parties that are entrusted to you. Accordingly, you are expected to take appropriate administrative, physical and technical measures to properly safeguard them and prevent their unauthorized access, use or disclosure.

When it is necessary to share Amplifi.io confidential information with customers, partners or other third parties, you are responsible for ensuring that the proper confidentiality agreements are signed and properly executed in accordance with the Contract Approval and Signature Authority Policy before the information is shared.

Moreover, you may not use without authorization or make unauthorized copies of another person’s or company’s confidential, non-public information, content, documents or materials, whether written or electronic, or computer software. Additionally, most countries now have laws governing trade secrets and confidential information. There are serious legal repercussions for anyone who violates these laws by misusing Amplifi.io’s or another person’s or company’s trade secrets for the economic benefit of anyone other than the owner.

Travel Responsibly

You must ensure that business travel is intended to further Amplifi.io business interests, and that travel and entertainment expenditures are reasonable and prudent.

Be A Responsible Corporate Citizen

For Amplifi.io, corporate responsibility means achieving business success in ways that demonstrate respect for our communities. Amplifi.io prohibits the use of child labor, physical punishment or forced or compulsory labor, as well as any other forms of human abuse including human trafficking. Amplifi.io is committed to respecting the environment and to conserving resources. Accordingly, Amplifi.io promotes compliance with all applicable environmental laws and regulations in the countries where we do business.

Amplifi.io is committed to creating strategic partnerships with community organizations. Charitable contributions on behalf of Amplifi.io, including donations of computer equipment, cash donations or the purchase of tickets for fundraising events, may only be committed by and should be directed through the office of the CEO.