PARTNER CODE OF CONDUCT

Alcatraz AI, Inc. (“Alcatraz”) conducts its business affairs with uncompromising integrity, and this is the responsibility of every member of the Alcatraz community, including our board of directors, executives, managers, employees, and business partners. Conducting our business with uncompromising integrity means acting ethically and complying with all applicable laws and regulations of the countries where Alcatraz does business or where business is conducted on Alcatraz’s behalf. Partners often are the primary face of Alcatraz to the end customer, and thus, in keeping with Alcatraz’s commitment to uncompromising integrity, Alcatraz expects that all channel partners, including distributors and sales agents/representatives (“Partners”), act in a manner that complies both with the letter and spirit of this Channel Partner Code of Conduct (“Code”).

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AVOIDING CONFLICTS OF INTEREST

A conflict of interest can arise any time a Partner’s financial, or other commercial or personal relationships may inappropriately influence the Partner’s ability to fairly, accurately, and ethically distribute and sell Alcatraz products. While it is not possible to list every conceivable conflict of interest that may arise in a Partner’s course of conducting business with or on behalf of Alcatraz, the following is an overview of the more common conflicts of interest Partners may encounter and is a set of guidelines for all Partners to follow.

Relationships

If a Partner, or someone with whom the Partner has a close relationship (an immediate family member or close companion of an employee of a Partner), has a financial, employment, or other relationship with Alcatraz or an existing or potential Alcatraz competitor, customer, supplier, service provider, or other business partner of Alcatraz, that relationship may create a conflict of interest. Partners should disclose all such relationships to Alcatraz so that Alcatraz may ensure actual conflicts of interest are avoided. Additionally, Alcatraz employees are prohibited (i) from holding any material financial interest, including stock or bond ownership, or any other direct financial relationship, in any outside concern, such as a Partner or someone with whom the Partner has a close relationship, that might interfere with their ability to devote their full attention to the business activities of Alcatraz without prior approval of the Alcatraz legal department.

Gifts

Providing gifts, both tangible and in the form of entertainment and meals, can create conflicts of interest and may be prohibited by applicable law. Alcatraz employees must comply with Alcatraz’s Code of Business Conduct and other related Alcatraz policies, which strictly control when and under what circumstances Alcatraz employees may accept personal gifts or entertainment from existing or potential competitors, customers, suppliers, service providers, or business partners. In general, Partners may not provide gifts, including entertainment and services, to Alcatraz employees unless such gifts are (a) of nominal value; or (b) customary and reasonable meals and entertainment at which the giver is present.

Partners must exercise extreme caution when considering whether to provide gifts to potential end customers. Like Alcatraz, many end customers have policies regulating when and under what circumstances their employees may accept gifts from potential or actual suppliers to prevent conflicts of interest. Alcatraz expects all Partners to support end customer internal policies pertaining to gifts. With this in mind, gifts may be given to end customers or end customer employees only when permitted by end customer internal policies and only if they are (a) of nominal value, or (b) customary and reasonable meals and entertainment at which the giver is present.

Additionally, most countries have laws and regulations restricting gifts to government employees, including those of government-owned or partially owned entities. For example, the United States Foreign Corrupt Practices Act (“FCPA”) imposes severe penalties on companies and individuals who engage in direct or indirect bribery of government officials. Many countries have similar laws and extend anti-bribery restrictions to the private sector. Alcatraz expects all Partners to strictly abide by all such laws and regulations, including the FCPA. Absolutely no gifts of any kind may be offered to any U.S. government employee. U.S. government employees include all employees of government agencies and units in the U.S., whether federal, state, or local.

Likewise, no gifts or anything of value may be offered to any private company corporate officer, director, or employee or its representative, or any non-US government employee, including employees of government-owned or partially government-owned entities, for the purpose of obtaining or retaining business or as an inducement or reward for favorable action or forbearance from action or the exercise of influence. Partners may only offer gifts when permitted by applicable laws, including the FCPA, and such gifts (a) are of nominal value; or (b) are customary and reasonable meals and entertainment at which the giver is present.

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Bribes and Kickbacks

Bribes or other means of obtaining undue or improper advantage shall not be offered or accepted by Partners. This includes, but is not limited to, bribes or other inducements given for the purposes of:

• influencing a customer decision
• obtaining an improper advantage over a competitor for a contract or order
• changing the specifications of a third party’s request for proposal to benefit Alcatraz or position Alcatraz products
• obtaining confidential or other restricted information
• obtaining discounts or other financial benefits from Alcatraz.

The use of bribes, secret compensation, or kickbacks is improper and will result in immediate termination of the Partner’s relationship with Alcatraz, and Alcatraz reserves the right to pursue all available legal remedies, including claims for indemnification and damages.

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ENGAGING IN FAIR, HONEST, AND ACCURATE BUSINESS PRACTICES

Fair Competition

Alcatraz seeks to outperform its competition fairly and honestly and seeks competitive advantages through superior performance and service to its customers, not unethical or illegal business practices. Partners should always deal fairly and honestly with their customers, suppliers, and competitors. Alcatraz strictly prohibits any and all forms of corruption, extortion, and embezzlement. Partners must not take unfair advantage of Alcatraz or anyone else through abuse of privileged or proprietary information, misrepresentation of material facts, or any other unfair or dishonest practices.

Partners must not enter into any agreement, understanding, or plan (written or oral) with any of its competitors with regard to price, terms, or conditions of sale, production, distribution, territories, or customers, or exchange or discuss with any of its competitors pricing, marketing plans, manufacturing costs, or other competitive information. Partners must comply with all antitrust laws applicable to their business activities.

Alcatraz products are sold based on Alcatraz’s reputation for superior products and service. All claims made about Alcatraz products and competitors’ products should be accurate and supportable. Marketing, sales, and advertising activities must always be truthful. Alcatraz does not permit advertising or promotions for its products and services to be false or misleading. Partners should not make a substantive claim about an Alcatraz product or service, or a competitor’s product or service, that has not been properly substantiated. Similarly, Partners should be alert to any situation where a competitor may be attempting to mislead customers or potential customers about Alcatraz products or services. Partners should contact Alcatraz’s legal department immediately if they become aware of any such dishonest or questionable business practices engaged in by Alcatraz competitors.

Alcatraz’s Reputation and Image

Alcatraz maintains an image of unwavering integrity and respect for others. Alcatraz understands the importance of building good business relationships, and that part of creating trust and confidence with customers, suppliers, and business constituents involves some level of socialization. Alcatraz asks that, when engaging in social interactions as a representative of Alcatraz, or with Alcatraz employees, Partners do so in a tasteful and respectful manner.

Accuracy of Reports, Records, and Accounts

All Partners’ records and books regarding any Alcatraz matters must at all times meet the highest standards and accurately reflect the true nature of the transactions they record.

Confidential Information and Intellectual Property Rights

Partners must maintain the confidentiality of information entrusted to them by Alcatraz and its end customers and suppliers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information, including information that might be of use to competitors, or harmful to Alcatraz or its customers and suppliers if disclosed. Partners must not disclose proprietary or confidential information about Alcatraz or its employees, or confidential information about an end customer, supplier, or distributor, to anyone who is not authorized to receive it, or has no need to know the information (even other Alcatraz employees). The only exceptions to this standard are when such disclosure is authorized by the end customer, supplier, or distributor, or by applicable law, appropriate legal process (i.e., subpoena), or appropriate Alcatraz authorities. If a Partner must disclose confidential information to a third party, they should ensure that appropriate protections, such as a non-disclosure agreement, are in place before the disclosure. Partners are always to respect Alcatraz and other third parties’ intellectual property rights. Partners are also expected to comply with all applicable data privacy laws and regulations, as well as Alcatraz’s own privacy practices.

Insider Trading and Investments

While Alcatraz is not public, some of Alcatraz’s customers and potential customers are public entities. Insider trading is prohibited by law. Insider trading occurs when an individual with material, non-public information trades securities or communicates such information to others who trade. The person who trades or “tips” information violates the law if he or she has a duty or relationship of trust and confidence not to use the information.

Trading or helping others trade while aware of inside information has serious legal consequences, even if the insider does not receive any personal financial benefit. Insiders may also have an obligation to take appropriate steps to prevent others from engaging by insider trading. Alcatraz expects all Partners to strictly observe all applicable insider trading laws and regulations.

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COMPLYING WITH LEGAL AND REGULATORY STANDARDS

Partners and their employees are required to strictly observe all applicable laws and regulations. Violations of law by even one Partner can harm Alcatraz’s reputation and ability to carry on business. Partners should require that all their employees are familiar with the basic legal requirements that pertain to their duties and responsibilities.

Antitrust Compliance

In many countries, companies are subject to complex laws and regulations (known in some countries as “antitrust” laws) designed to preserve competition among enterprises and to protect consumers from unfair business arrangements and practices. Partners are always expected to comply with these laws.

Tied Business Dealings

“Tying” arrangements, whereby customers are required to purchase or provide one product or service as a condition for another being made available, are unlawful in certain instances. Partners should understand and comply with the “tying” regulations in their jurisdiction. 

Anti-boycott Laws

United States laws, and the laws of many other countries, prohibit persons from taking actions or entering into agreements that have the effect of furthering any unsanctioned boycott of a country. Alcatraz Partners are required to comply with all anti-boycott laws applicable in their jurisdiction.

Embargoes and Sanctions

Alcatraz complies fully with international economic sanctions and embargoes restricting persons, corporations, and foreign subsidiaries from doing business with certain countries, groups, and individuals. Economic sanctions prohibit or restrict business dealings with targeted governments and organizations, as well as with individuals and entities that act on their behalf. Sanction prohibitions may also restrict investment in a targeted country, as well as trade in certain goods, technology, and services with that country.

Partners are required to comply with all economic sanctions and embargoes applicable in their jurisdiction.

Marketing Campaigns and Data Privacy Compliance

Partners are required to comply with relevant data privacy laws and follow recognized best practices for the use of personal details when conducting marketing campaigns. When communicating with others about Alcatraz events or Alcatraz products, Partner is responsible for managing its business contacts, including allowing recipients to unsubscribe from mailing lists and using double opt-in, where required.

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COMPLYING WITH LABOR LAWS, RULES, AND REGULATIONS

Partners are expected to comply with all applicable labor laws, rules, and regulations. Alcatraz’s commitment to integrity is supported by inclusive, productive work environments free from unlawful discrimination or harassment. Partners must not support or use any forms of forced, compulsory, or child labor, and must be committed to a workplace free of harassment and unlawful discrimination. Partners must not engage in harassment, intimidation or discrimination whether based on race, color, age, ancestry, gender, gender identity, gender expression, genetic information, family or marital status, registered domestic partner status, or sexual orientation, national origin, military and veteran status, religious creed, language citizenship status, mental or physical disability or medical condition, sex (including pregnancy, childbirth, breastfeeding and any related medical conditions), religion, political affiliation, in hiring or other employment practices such as promotions, rewards and access to training or other growth opportunities.

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Open communication and direct engagement between workers and management are the most effective ways to resolve workplace issues. Partners should respect workers' rights to associate freely. Partner’s employees must be able to communicate openly with management regarding working conditions without fear of reprisal, intimidation, or harassment.

Health and Safety

Partners must provide their employees with safe workplaces that meet, at a minimum, applicable country/regional laws and regulations and protect employees’ health and well-being.

Environment Compliance

Partners are expected to comply with applicable environmental laws and regulations, including air, water, and land use and disposal regulations.

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RAISING AND REPORTING CONCERNS

Any Partner that suspects or has a concern regarding a possible violation of this Code by any person or party, or of any violation by an Alcatraz employee of Alcatraz’s Code of Business Conduct, should bring its concerns to the attention of any of the following:

• General Counsel

  legal@alcatraz.ai

• Data Privacy Officer

  via privacy@alcatraz.ai for suspected privacy violations.

• Chief Executive Officer

  via info@alcatraz.ai with CODE OF CONDUCT in the subject line as an alternative to the above.

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No Retaliation

Alcatraz will not retaliate or threaten to retaliate against any Partner who, in good faith, reports concerns or a possible violation of this Code or who participates in or cooperates with any investigation by Alcatraz or any law enforcement agency, whether or not it is determined that an actual violation has occurred. Reports will be kept as confidential as possible under the circumstances presented and Alcatraz’s obligations under applicable law.

It is and always will be Alcatraz’s intent to operate within the highest standards of ethics and integrity. This Code was developed to articulate and reinforce these values and to ensure that they are clear to all Alcatraz Partners. Violation of this Code may result in termination of the Partner’s relationship with Alcatraz, and Alcatraz reserves the right to pursue all available legal remedies. Alcatraz appreciates each Partner’s commitment to apply these ethical standards and behaviors in all its dealings with and on behalf of Alcatraz and trusts that all Partners will consistently reinforce Alcatraz’s reputation for uncompromising integrity.