Partner and Vendor Code of Conduct

This Code of Conduct outlines the basic requirements and expectations of those parties who provide products and services to Imply (“Vendor”) or market, distribute, and resell Imply’s software or services (“Partner”). Partner and Vendor, collectively the Party, shall ensure it has policies and procedures in place that adhere to the following code of conduct.

THE PARTY AGREES:

Legal compliance

  • To comply with the laws of the applicable legal system(s).

Prohibition of corruption and bribery

  • To tolerate no form of and not to engage in any form of corruption or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law, including the Anti-Bribery Commitment attached hereto.

Respect for the basic human rights of employees

  • To promote equal opportunities for and treatment of its employees irrespective of skin color, race, nationality, social background, disabilities, sexual orientation, political or religious conviction, sex or age; 
  • To respect the personal dignity, privacy and rights of each individual;
  • To refuse to tolerate any unacceptable treatment of employees, such as mental cruelty, sexual harassment or discrimination; or
  • To prohibit behavior including gestures, language and physical contact, that is sexual, coercive, threatening, abusive or exploitative.

Health and safety of employees

  • To take responsibility for the health and safety of its employees.

Supply chain

  • To use reasonable efforts to promote among its suppliers & partners compliance with these guidelines;
  • To comply with the principles of non-discrimination with regard to suppliers & partner selection and treatment.

ENFORCEMENT

This code of conducts points out the importance of honest business conduct and solid business ethics. Imply reserves the right to assess and monitor on an ongoing basis the Party’s practices regarding this code of conduct. Any violation of the code of conduct will constitute the basis for Imply to immediately terminate the business relationship.

Any questions regarding the Code of Conduct or Anti-Bribery Commitment may be directed to legal@imply.io.

Anti-Bribery Commitment

Imply’s commitment to legal and ethical dealing applies worldwide.  Imply complies with all applicable anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), everywhere we do business, and we expect the same of the Partners  and Vendors with whom we work.  While the FCPA prohibits, among other things, bribery of foreign government officials and entities, other anti-bribery laws, like the UK Bribery Act, prohibit commercial bribery between private individuals and entities.

Imply and those parties acting on our behalf or in connection with our business are prohibited from giving or offering anything of value directly or indirectly to any government official or entity, or to any private individual or entity, in order to improperly obtain or retain any business advantage or to improperly affect any act or decision.  

This prohibition includes any facilitating, expediting or “grease” payments made to government officials, either directly or indirectly, in order to expedite any official service or function (for example, small payments made to an official to move Imply’s application to the front of the line or to shorten the time frame in which services or other actions are provided).  However, any official fees supported by government-issued receipts do not qualify as improper payments.

Maintaining Accurate Books and Records

No payment by or on behalf of the Party shall be approved or made if any part of the payment is to be used for an unlawful or improper purpose, or for any purpose other than that described by valid documents supporting the payment.  No false or misleading entries should be made in any books or financial records of the Party for any reason. 

Any expenses that an employee or third party incurs on Imply’s behalf or in connection with our business shall not be reimbursable unless it is lawful and supported by detailed documentation including, for example, valid invoices or receipts.

Expenditures Related to Government Officials

No funds may be provided to or spent on behalf of a government official or entity, directly or indirectly, without advance written approval from Imply.  This includes any payments, gifts, donations, entertainment, travel, meals, or other items of value.  Advance approval is not required for official fees supported by government-issued receipts (e.g., permit or license fees).

Please note that the term “government official” is widely defined and may include individuals who are employed by any public or state-affiliated institution or organization or who act in an official capacity in any way, whether full-time, part-time or unpaid.  Government officials can be found in every branch and level of government and public life and may include anyone from low-level customs employees, to employees of state-owned media outlets, to high-ranking lawmakers, as well as researchers, professors, teachers, dentists, veterinarians, or other professionals.

Commercial Bribery

In addition to prohibiting bribery of government officials, Imply also prohibits its employees and third parties from engaging in bribery of private parties.  The Party should not seek to improperly influence the judgment or conduct of any party with whom it may be conducting business by offering or providing any payments, gifts or other benefits, or by any other unlawful inducement.

Our Expectations

Imply’s reputation depends on the conduct of its employees as well as the conduct of those with whom we do business.  It is our goal to ensure our employees and the Partners and Vendors with whom we work reflect the same high ethical standards and demonstrate a commitment to compliance with all applicable laws.  We further expect our Partners and Vendors to ensure that their employees and subcontractors understand and comply with this Anti-Bribery Policy. 

Failure to comply with this Anti-Bribery Policy or any applicable anti-bribery laws, including but not limited to the FCPA, may result in civil or criminal penalties, as well as termination of the business relationship.

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