The Xentury One Code of Conduct is one of the ways we put Xentury One values into practice. It’s built around the recognition that everything we do in connection with our work at Xentury One will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar that high for practical as well as aspirational reasons: Our commitment to the highest standards helps us hire great people, building great products/Services offerings, and attract loyal users/customers. Respect for our users, for the opportunity, and for each other are foundational to our success, and are something we need to support every day.

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So please do read the Code and Xentury One values, and follow both in spirit and letter, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other Xentury One members to incorporate, the principles of the Code and values into our work. And if you have a question or ever think that one of your fellow Xentury One member colleagues or the company as a whole may be falling short of our commitment, don’t be silent. We want – and need – to hear from you.

Code of Conduct Summary

• Who must follow our Code

• What if I have a Code-Related question or concern

• No retaliation

• Serve our users, clients and customers

• Support each other

• Avoid conflicts of interest

• Preserve confidentiality

• Protect Xentury Ones's Assets

• Ensure Financial Integrity and Responsibility

• Obey the Law

• Conclusion

Code of Conduct

Who Must Follow Our Code?

We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for Xentury One employees and Board members, we expect Xentury One contractors, consultants, and others who may be temporarily assigned to perform work or services for Xentury One to follow the Code in connection with their work for us. Failure of a Xentury One contractor, consultant, or other covered service provider to follow the Code can result in termination of their relationship with Xentury One.

What If I Have a Code-Related Question or Concern?

If you have a question or concern, don’t just sit there. You can contact your manager, your Human Resources representative, or Ethics & Compliance. You can also submit a question or raise a concern of a suspected violation of our Code or any other Xentury One policy through the Ethics & Compliance Guidelines set forth by Xentury One. Finally, if you believe a violation of law has occurred, you can always raise that through the Ethics & Compliance Guidelines or with a government agency.

No Retaliation

Xentury One prohibits retaliation against any worker here at Xentury One who reports or participates in an investigation of a possible violation of our Code, policies, or the law. If you believe you are being retaliated against, please contact Ethics & Compliance.

I. Serve Our users, clients and customers

Our clients value Xentury One not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat users and operate more generally. Keeping the following principles in mind will help us to maintain that high standard:

1. Integrity
   Our reputation as a company that our users can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our users should increase their trust in us.

2. Usefulness
   Our products, features, and services should make Xentury One more useful for all our users. We have many different types of users, from individuals to large businesses, but one guiding principle: “Is what we are offering useful?”

3. Privacy, Security, and Freedom of Expression
   Always remember that we are asking users to trust us with their personal information. Preserving that trust requires that each of us respect and protect the privacy and security of that information. Our security procedures strictly limit access to and use of users’ personal information, and require that each of us take measures to protect user data from unauthorized access. Know your responsibilities under these procedures, and collect, use, and access user personal information only as authorized by our Security Policies, our Privacy Policies, and applicable data protection laws.
   Xentury One is committed to advancing privacy and freedom of expression for our users around the world. Where user privacy and freedom of expression face government challenges, we seek to implement internationally recognized standards that respect those rights as we develop products, do business in diverse markets, and respond to government requests to access user information or remove user content. Contact Legal or Ethics & Compliance if you have questions on implementing these standards in connection with what you do at Xentury One.

4. Responsiveness
   Part of being useful and honest is being responsive: We recognize relevant user feedback when we see it, and we do something about it. We take pride in responding to communications from our users, whether questions, problems, or compliments. If something is broken, fix it.

5. Take Action
   Any time you feel our users and clients aren’t being well-served, don’t be bashful - let someone in the company know about it. Continually improving our products and services takes all of us, and we’re proud that Xentury One members champion our users and take the initiative to step forward when the interests of our users are at stake.

II. Support Each Other

We are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Xentury One members are expected to do their utmost to create a workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination.

Please read the Employee Handbook relevant to your locale. Located in the HR section of our internal corporate site, the Handbook covers in greater detail how we should conduct ourselves at work.

1. Equal Opportunity Employment
   Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation, or any other characteristics protected by law. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.

2. Harassment, Discrimination, and Bullying
   Xentury One prohibits discrimination, harassment and bullying in any form – verbal, physical, or visual, as discussed more fully in our Policy Against Discrimination, Harassment and Retaliation. If you believe you’ve been bullied or harassed by anyone at Xentury One, or by a Xentury One partner or vendor, we strongly encourage you to immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. HR will promptly and thoroughly investigate any complaints and take appropriate action.

3. Drugs and Alcohol
   Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others, or violates the law. Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behavior, or speech.

4. Safe Workplace
   We are committed to a violence-free work environment, and we will not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances should anyone bring a weapon to work. If you become aware of a violation of this policy, you should report it to Human Resources immediately. In case of potential violence, contact Xentury One Security.

5. Dog Policy
   Xentury One's affection for our canine friends is an integral facet of our corporate culture. We like cats, but we’re a dog company, so as a general rule we feel cats visiting our offices would be fairly stressed out. However, before bringing your canine companion to the office, please make sure you review our Dog Policy.

III. Avoid Conflicts of Interest

When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends, or your family at the expense of Xentury One or our users, you may be faced with a conflict of interest. All of us should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.

When considering a course of action, ask yourself whether the action you’re considering could create an incentive for you, or appear to others to create an incentive for you, to benefit yourself, your friends or family, or an associated business at the expense of Xentury One. If the answer is “yes,” the action you’re considering is likely to create a conflict of interest situation, and you should avoid it.

Below, we provide guidance in seven areas where conflicts of interest often arise:

• Personal investments

• Outside employment, advisory roles, board seats, and starting your own business

• Business opportunities found through work

• Inventions

• Friends and relatives; co-worker relationships

• Accepting gifts, entertainment, and other business courtesies

• Use of Xentury One products and services

In each of these situations, the rule is the same – if you are considering entering into a business situation that creates a conflict of interest, don’t. If you are in a business situation that may create a conflict of interest, or the appearance of a conflict of interest, review the situation with your manager and Ethics & Compliance. Finally, it’s important to understand that as circumstances change, a situation that previously didn’t present a conflict of interest may present one.

1. Personal Investments
   Avoid making personal investments in companies that are Xentury One competitors or business partners when the investment might cause, or appear to cause you to act in a way that could harm Xentury One.
   When determining whether a personal investment creates a conflict of interest, consider the relationship between the business of the outside company, Xentury One’s business, and what you do at Xentury One, including whether the company has a business relationship with Xentury One that you can influence, and the extent to which the company competes with Xentury One. You should also consider 1) any overlap between your specific role at Xentury One and the company’s business, 2) the significance of the investment, including the size of the investment in relation to your net worth, 3) whether the investment is in a public or private company, 4) your ownership percentage of the company, and 5) the extent to which the investment gives you the ability to manage and control the company.
   Investments in venture capital or other similar funds that invest in a broad cross-section of companies that may include Xentury One competitors or business partners generally do not create conflicts of interest. However, a conflict of interest may exist if you control the fund’s investment activity.

2. Outside Employment, Advisory Roles, Board Seats, and Starting Your Own Business
   Avoid accepting employment, advisory positions, or board seats with Xentury One competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm Xentury One. Additionally, because board seats come with fiduciary obligations that can make them particularly tricky from a conflict perspective, you should notify your manager before accepting a board seat with any outside company. Xentury Oneboard members and employees who are VP and above should also notify Ethics & Compliance. Finally, do not start your own business if it will compete with Xentury One

3. Business Opportunities Found Through Work
   Business opportunities discovered through your work here belong first to Xentury One, except as otherwise agreed to by Xentury One.

4. Inventions
   Developing or helping to develop outside inventions that a) relate to Xentury One’s existing or reasonably anticipated products and services, b) relate to your position at Xentury One, or c) are developed using Xentury One corporate resources may create conflicts of interest and be subject to the provisions of Xentury One’s Confidential Information and Invention Assignment Agreement and other employment agreements. If you have any questions about potential conflicts or intellectual property ownership involving an outside invention or other intellectual property, consult Ethics & Compliance or Legal.

5. Friends and Relatives; Co-Worker Relationships
   Avoid participating in the management of or decision-making regarding potential or existing Xentury One business relationships that involve your relatives, spouse or significant other, or close friends. This includes being the hiring manager for a position for which your relative or close friend is being considered or being a relationship manager for a company associated with your spouse or significant other.
   To be clear, just because a relative, spouse/significant other, or close friend works at Xentury One or becomes a Xentury One competitor or business partner doesn’t mean there is a conflict of interest. However, if you are also involved in that Xentury One business relationship, it can be very sensitive. The right thing to do in that situation is to discuss the relationship with your manager and Ethics & Compliance.
   Finally, romantic relationships between co-workers can, depending on the work roles and respective positions of the co-workers involved, create an actual or apparent conflict of interest. If a romantic relationship does create an actual or apparent conflict, it may require changes to work arrangements or even the termination of employment of either or both individuals involved. Consult Xentury One’s Employee Handbook for additional guidance on this issue.

6. Accepting Gifts, Entertainment, and Other Business Courtesies
   Accepting gifts, entertainment, and other business courtesies from a Xentury One competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant. Xentury One’s Non-Government Related Gifts & Client Entertainment Policy provides specific guidance on when it is appropriate for Xentury One employees to accept gifts, entertainment, or any other business courtesy (including discounts or benefits that are not made available to all Xentury One employees) from any of our competitors or business partners.
   Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with clients and infrequent invitations to attend local sporting events and celebratory meals with clients can be appropriate aspects of many Xentury One business relationships, provided that they aren’t excessive and don’t create the appearance of impropriety. Before accepting any gift or courtesy, consult the Non-Government Related Gifts & Client Entertainment Policy, and be aware that you may need to obtain manager approval.
   Contact Ethics & Compliance if you have any questions. See the discussion of Anti-Bribery Laws in Section VII(d) for guidance on when it is appropriate to give gifts and business courtesies in the course of doing Xentury One business.

7. Use of Xentury One Products and Services
   Avoiding potential conflicts of interest also means that you should not use Xentury One products, services, internal tools, or information in a way that improperly benefits you or someone you know or creates the appearance that you have an unfair advantage over users outside of Xentury One. For example, you should never approve Xentury One accounts, services, or credits for yourself, your friends, or family members. Similarly, you should not use the tools, information, or access that you have as a Xentury One employee to participate in or to generate a financial benefit for yourself or others from invalid products and services or any other form of traffic on Xentury One products/services, such as generating/prividing consulting, purchasing or selling (except for the purposes of company sanctioned research), or linking to (or appearing to link to) business partners that may be engaging in products/services. If you find yourself subject to a conflict of interest regarding the use of Xentury One’s products, services, tools, or information, discuss the situation with your manager, Legal, or Ethics & Compliance.

8. Reporting
   Ethics & Compliance will periodically report to the Xentury One Compliance Steering Committee all matters involving Xentury One officers – VPs and above – approved under this section of the Code, and will periodically report to the Xentury One Audit Committee all matters involving Xentury One executive officers and Board members approved under this section.

IV. Preserve Confidentiality

We get a lot of press attention around our innovations and our culture, and that’s usually fine. However, certain kinds of company information, if leaked prematurely into the press or to competitors, can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. Our responsibilities extend beyond not revealing Confidential Xentury One material – we must also:

• properly secure, label, and (when appropriate) dispose of Confidential Xentury One material;

• safeguard Confidential information that Xentury One receives from others under non-disclosure agreements;

• take steps to keep our trade secrets and other confidential intellectual property secret.

1. Confidential Information
   Make sure that information that is classified as “Need to Know” or “Confidential” in Xentury One’s Data Classification Guidelines is handled in accordance with those Guidelines and Xentury One’s Data Security Policy. At times, a particular project or negotiation may require you to disclose Need to Know or Confidential information to an outside party: Disclosure of that information should be on an “only as needed” basis and only under a non-disclosure agreement. In addition, Xentury One policy may require a prior security assessment of the outside party that is to receive the confidential information. Be sure to conduct the appropriate due diligence and have the appropriate agreement in place before you disclose the information.
   There are, of course, “gray areas” in which you will need to apply your best judgment in making sure you don’t disclose any confidential information. Suppose a friend who works at a non-profit organization asks you informally how to improve the business processes, web optimization or search ranking of the group’s website: Giving your friend optimization tips available in public articles and on websites isn’t likely to be a problem, but giving tips that aren’t publicly known definitely would be. If you’re in a gray area, be cautious in what advice or insight you provide or, better yet, ask for guidance from Ethics & Compliance.
   And don’t forget about the pictures you and your guests take at Xentury One locations or offices – it is up to you to be sure that those pictures don’t disclose confidential information.
   Finally, some of us will find ourselves having family or other personal relationships with people employed by our competitors or business partners. As in most cases, common sense applies. Don’t tell your significant other or family members anything confidential, and don’t solicit confidential information from them about their company.

2. Xentury One Partners
   Just as you are careful not to disclose confidential Xentury One information, it’s equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate Non-disclosure Agreement approved by Legal. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.

3. Xentury One and “Other  Group companies or members” data
   Be sure to protect confidential information of Xentury One or of any Xentury One or Xentury One subsidiary or affiliate (“Xentury One companies”). You may have access to confidential information through collaborations, rotations, shared projects and client delivery information with another Xentury One company, access to Xentury One buildings or networks, or simply through casual interactions. Don’t access or use confidential information of other Xentury One companies except when authorized and reasonably necessary for valid business purposes within the scope of your work at Xentury One. Take all reasonable steps to maintain the confidentiality of any such information just as you would for Xentury One confidential information.
   Don’t disclose any confidential information about any Xentury One company, including financial, partner, business, technical, or IP information, before obtaining appropriate sign-off from Legal, which may include getting consent from affected Xentury One companies.

4. Competitors/Former Employers
   We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any Xentury One employees former employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact Legal immediately.

5. Outside Communications
   You probably know that our policy is to be extremely careful about disclosing confidential proprietary information. Consistent with that, you should also ensure your outside communications (including online and social media posts) do not disclose confidential proprietary information or represent (or otherwise give the impression) that you are speaking on behalf of Xentury One unless you’re authorized to do so by the company. The same applies to communications with the press. Finally, check with your manager and Corporate Communications before accepting any public speaking engagement on behalf of the company. In general, before making any external communication or disclosure, you should consult our Employee Communications Policy and our Communications and Disclosure Policy.

V. Protect Xentury One’s Assets

Xentury One has a well-earned reputation for generosity with our employee benefits and openness with confidential information shared within the company. Our ability to continue these practices depends on how well we conserve company resources and protect company assets and information.

1. Intellectual Property
   Xentury One’s intellectual property rights (our trademarks, logos, copyrights, trade secrets, “know-how”, and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. You must respect all copyright and other intellectual property laws, including laws governing the fair use of copyrights, trademarks, and brands. You must never use Xentury One’s (or its affiliated entities’) logos, marks, or other protected information or property for any business or commercial venture without pre-clearance from the Marketing team. We strongly encourage you to report any suspected misuse of trademarks, logos, or other Xentury One intellectual property to Legal.
   Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Xentury One and you to criminal and civil fines and penalties. Please seek advice from Legal before you solicit, accept, or use proprietary information from individuals outside the company or let them use or have access to Xentury One proprietary information. You should also check with Legal if developing a product that uses content not belonging to Xentury One.
   A word about open source – Xentury One is committed to open source software development. Consistent with our policy of respecting the valid intellectual property rights of others, we strictly comply with the license requirements under which open source software is distributed. Failing to do so may lead to legal claims against Xentury One, as well as significant damage to the company’s reputation and its standing in the open source community. Please seek guidance from Legal and the Open Source Programs Office before incorporating open source code into any Xentury One product, service, or internal project.

2. Company Equipment
   Xentury One gives us the tools and equipment we need to do our jobs effectively, but counts on us to be responsible and not wasteful with the Xentury One equipment we are given. Nobody’s going to complain if you snag an extra bagel on Friday morning, but company funds, equipment, and other physical assets are not to be requisitioned for purely personal use. Not sure if a certain use of company assets is okay? Please ask your manager or Human Resources.

3. The Network
   Xentury One’s communication facilities (which include both our network and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company’s property, both physical and intellectual. Be sure to follow all security policies. If you have any reason to believe that our network security has been violated – for example, you lose your laptop or smartphone or think that your network password may have been compromised – please promptly report the incident to Information Security. For more information, consult Xentury One's Security Policy.

4. Physical Security
   If you’re not careful, people may steal your stuff. Always secure your laptop, important equipment, and your personal belongings, even while on Xentury One’s premises. Always wear your badge visibly while on site. Don’t tamper with or disable security and safety devices. Watch people who “tailgate” behind you through our doors. If you don’t see a Xentury One badge, please ask for it (and, as appropriate, direct the person to a receptionist for assistance). Promptly report any suspicious activity to Xentury One Security. For more information, review Xentury One’s Physical Security Policy.

5. Use of Xentury One’s Equipment and Facilities
   Anything you do using Xentury One’s corporate electronic facilities (e.g., our computers, mobile devices, network, etc.) or store on our premises (e.g., letters, memos, and other documents) might be disclosed to people inside and outside the company. For example, Xentury One may be required by law (e.g., in response to a subpoena or warrant) to monitor, access, and disclose the contents of corporate email, voicemail, computer files, and other materials on our electronic facilities or on our premises. In addition, the company may monitor, access, and disclose employee communications and other information on our corporate electronic facilities or on our premises where there is a business need to do so, such as protecting employees and users, maintaining the security of resources and property, or investigating suspected employee misconduct.

6. Employee Data
   We collect and store personal information from employees around the world. Access this data only in line with local law and Xentury One internal policies, and be sure to handle employee data in a manner that is consistent with Xentury One’s Data Classification and Employment Data Guidelines and other Xentury One policies.

VI. Ensure Financial Integrity and Responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that’s certainly important. The money we spend on behalf of Xentury One is not ours; it’s the company’s and, ultimately, our shareholders’. Each person at Xentury One – not just those in Finance – has a role in making sure that money is appropriately spent, our financial records are complete and accurate, and internal controls are honored. This matters every time we hire a new vendor, expense something to Xentury One sign a new business contract, or enter into any deals on Xentury One's behalf.

To make sure that we get this right, Xentury One maintains a system of internal controls to reinforce our compliance with legal, accounting, tax, and other regulatory requirements in every location in which we operate.

Stay in full compliance with our system of internal controls, and don’t hesitate to contact Ethics & Compliance or Finance if you have any questions. What follows are some core concepts that lie at the foundation of financial integrity and fiscal responsibility here at Xentury One.

1. Spending Xentury One’s Money
   A core Xentury One value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on Xentury One’s behalf, make sure that the cost is reasonable, directly related to company business, and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner onXentury One, always record in our expense reimbursement tool the full names and titles of the people who attended as well as the reason for the dinner) and comply with other submission requirements. If you’re uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving.

2. Signing a Contract
   Each time you enter into a business transaction on Xentury One’s behalf, there should be documentation recording that agreement, approved by the Legal Department. Signing a contract on behalf of Xentury One is a very big deal. Never sign any contract on behalf of Xentury One unless all of the following are met:

   • You are authorized to do so under our Signature Authority and Approval Policy. If you are unsure whether you are authorized, ask your manager

   • The contract has been approved by Legal. If you are using an approved Xentury One form contract, you don’t need further Legal approval unless you have made changes to the form contract or are using it for other than its intended purpose

   • You have studied the contract, understood its terms and decided that entering into the contract is in Xentury One’s interest

3. All contracts at Xentury One should be in writing and should contain all of the relevant terms to which the parties are agreeing – Xentury One does not permit “side agreements,” oral or written.

4. Recording Transactions
   If your job involves the financial recording of our transactions, make sure that you’re fully familiar with all of the Xentury One policies that apply, including our Revenue Recognition Policy and our Purchasing Policy.
   Immediately report to Finance any transactions that you think are not being recorded correctly.

5. Reporting Financial or Accounting Irregularities
   It goes without saying (but we’re going to say it anyway) that you should never, ever interfere in any way with the auditing of Xentury One’s financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts, and any other Xentury One records.
   Familiarize yourself with our Reporting of Financial and Accounting Concerns Policy. If you suspect or observe any of the conduct mentioned above or, for that matter, any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to Ethics & Compliance.

6. Hiring Suppliers
   As Xentury One grows, we enter into more and more deals with suppliers of equipment and services. We should always strive for the best possible deal for Xentury One. This almost always requires that you solicit competing bids to make sure that you’re getting the best offer. While price is very important, it isn’t the only factor worth considering. Quality, service, reliability, and the terms and conditions of the proposed deal may also affect the final decision. Please do not hesitate to contact the Purchasing Team if you have any questions regarding how to procure equipment or services.

7. Retaining Records
   It’s important that we keep records for an appropriate length of time. The Xentury One Records Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that legal requirements, accounting rules, and other external sources sometimes specify longer retention periods for certain types of records, and those control where applicable. In addition, if asked by Legal to retain records relevant to a litigation, audit, or investigation, do so until Legal tells you retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact the Records Retention Team.

VII. Obey the Law

Xentury One takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions. While it’s impossible for anyone to know all aspects of every applicable law, you should understand the major laws and regulations that apply to your work. Take advantage of Legal and Ethics & Compliance to assist you here. A few specific laws are easy to violate unintentionally and so are worth pointing out here:

1. Trade Controls
   U.S. and international trade laws control where Xentury One can send or receive its products and/or services. These laws are complex, and apply to:

   • imports and exports from or into the U.S.

   • imports and exports of products from or into other countries, with additional concerns when those products contain components or technology of U.S. origin

   • exports of services or providing services to non-U.S. persons

   • exports of technical data, especially when the technical data is of U.S. origin

2. What constitutes an “import” or “export” under the law is pretty broad. For example:

   • exposing or allowing access by non-U.S. persons to U.S. technical data can be an “export”, regardless of what country the exposure occurred in

   • sending a server from one country (“country X”) into another country (“country Y”) is an export from country X and an import into country Y

   • permitting the download of software from one country (“country X”) into another country (“country Y”) is an export from country X

   • transporting technical data or software on your laptop, or tools or equipment in your luggage, may be an export and import

3. The bottom line: If you are in any way involved in sending or making available Xentury One products, services, software, equipment, or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws. If you or your manager are not sure, please contact Ethics & Compliance.

4. Competition Laws
   Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors.
   Certain conduct is absolutely prohibited under these laws, and could result in your imprisonment, not to mention severe penalties for Xentury One.
   Examples of prohibited conduct include:

   • agreeing with competitors about prices

   • agreeing with competitors to rig bids or to allocate customers or markets

   • agreeing with competitors to boycott a supplier or customer

5. Other activities can also be illegal, unfair, or create the appearance of impropriety. Such activities include:

   • sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors

   • entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor

   • using Xentury One’s size or strength to gain an unfair competitive advantage

6. Although the spirit of these laws is straightforward, their application to particular situations can be quite complex.
   Xentury Oneb is committed to competing fair and square, so please contact Ethics & Compliance if you have any questions about the antitrust laws and how they apply to you. Any personnel found to have violated Xentury One’s Antitrust Policies will, subject to local laws, be disciplined, up to and including termination of employment. If you suspect that anyone at the company is violating the competition laws, notify Ethics & Compliance immediately.

7. Insider Trading Laws
   As we said earlier, internally we share information, including non-public information about Xentury One’s business operations pretty freely. In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this non-public information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violate this Code, it violates the law. Don’t do it.
   You should familiarize yourself with Xentury One’s Insider Trading Policy. It describes company-wide policies that address the risks of insider trading, such as a prohibition on any Xentury One employee hedging Xentury One stock or business performance; and periodic blackout windows when no Xentury One employee may trade or speculate Xentury One stock.

8. Anti-bribery Laws
   Like all businesses, Xentury One is subject to lots of laws, both U.S. and non-U.S., that prohibit bribery in virtually every kind of commercial setting. The rule for us at Xentury One is simple – don’t bribe anybody, anytime, for any reason.

9. Non-government relationships
   You should be careful when you give gifts and pay for meals, entertainment, or other business courtesies on behalf of Xentury One. We want to avoid the possibility that the gift, entertainment, or other business courtesy could be perceived as a bribe, so it’s always best to provide such business courtesies infrequently and, when we do, to keep their value moderate. Consult Xentury One’s Non-Government Related Gifts and Client Entertainment Policy before providing any business courtesies and contact Ethics & Compliance if you have any questions.

10. Dealing with government officials
    Offering gifts, entertainment, or other business courtesies that could be perceived as bribes becomes especially problematic if you’re dealing with a government official. “Government officials” include any government employee; candidate for public office; or employee of government-owned or -controlled companies, public international organizations, or political parties. Several laws around the world, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, specifically prohibit offering or giving anything of value to government officials to influence official action or to secure an improper advantage. This not only includes traditional gifts, but also things like meals, travel, political or charitable contributions, and job offers for government officials’ relatives. Never give gifts to thank government officials for doing their jobs. By contrast, it can be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of Xentury One products or services). Payment of such expenses can be acceptable (assuming they are permitted under local law) but may require pre-approval from Ethics & Compliance under Xentury One’s Anti-Bribery and Government Ethics Policy.
    The U.S. also has strict rules that severely limit the ability of a company or its employees to give gifts and business courtesies to a U.S. government official and also limit the official’s ability to accept such gifts. The Honest Leadership and Open Government Act prohibits giving any gifts, including travel and other courtesies, to Members, Officers, and employees of the U.S. Senate and House of Representatives unless they fit within one of a number of specific exceptions. Gifts to employees of the U.S. executive branch are also regulated and subject to limits. Finally, state and local government officials in the U.S. are also subject to additional legal restrictions. Consult Xentury One’s Anti-Bribery and Government Ethics Policy before giving any such gifts or business courtesies and obtain all required pre-approvals. In sum, before offering any gifts or business courtesies to a U.S. or other government official, you should consult Xentury One’s Anti-Bribery and Government Ethics Policy. Carefully follow the limits and prohibitions described there, and obtain any required pre-approvals. If after consulting the Policy you aren’t sure what to do, ask Ethics & Compliance.

VIII. Conclusion

Xentury One aspires to be a different kind of company. It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. We expect all Xentury One employees to be guided by both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, Legal or Ethics & Compliance.

And remember… don’t be mean spirited, evil, malicious and if you see something that you think isn’t right – speak up!

Last updated March 25, 2024