Usbepower code of conduct

The Usbepower Code of Conduct is one of the ways we put Usbepower’s values into practice. It’s built around the recognition that everything we do in connection with our work at Usbepower 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, build great products, and attract loyal customers.

Respect for our customers, for the opportunity, and for each other are foundational to our success and are something we need to support every day.

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 Usbepower employees and Board members, we expect Usbepower contractors, consultants, and others who may be temporarily assigned to perform work or services for Usbepower to follow the Code in connection with their work for us. Failure of a Usbepower contractor, consultant, or other covered service providers to follow the Code can result in the termination of their relationship with Usbepower.

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, or managing partner.

I. Serve Our Customers

Our customers value Usbepower not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat customers 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 customers 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 customers should increase their trust in us.

2. Usefulness

Our products, features, and services should make Usbepower more useful for all our customers. We have many different types of customers, 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 customers 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 customers’ personal information and require that each of us take measures to protect customer data from unauthorized access. Know your responsibilities under these procedures, and collect use, and access customer personal information only as authorized by our Security Policies, our Privacy Policies, and applicable data protection laws.

4. Responsiveness

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

5. Take Action

Any time you feel our customers 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 Usbepower champions our customers and take the initiative to step forward when the interests of our customers are at stake.

II. Support Each Other

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

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

Usbepower 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 Usbepower, or by a Usbepower partner or vendor, we strongly encourage you to immediately report the incident to your supervisor or managing partner.

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 behaviour, endangers the safety of others, or violates the law. Illegal drugs in our offices or at sponsored events are strictly prohibited.

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.

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

Usbepower or our customers, 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 Usbepower. 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 Usbepower 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. 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 Usbepower competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm Usbepower.

2. Outside Employment, Advisory Roles, Board Seats, and Starting Your Own Business

Avoid accepting employment, advisory positions, or board seats with Usbepower competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm Usbepower.

3. Business Opportunities Found Through Work

Business opportunities discovered through your work here belong first to Usbepower, except as otherwise agreed to by Usbepower.

4. Inventions

Developing or helping to develop outside inventions that a) relate to Usbepower’s existing or reasonably anticipated products and services, b) relate to your position at Usbepower, or c) are developed using Usbepower corporate resources may create conflicts of interest and be subject to the provisions of Usbepower’s

Confidential Information and Invention Assignment Agreement and other employment agreements.

5. Friends and Relatives; Co-Worker Relationships

Avoid participating in management of or decision-making regarding potential or existing Usbepower 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 Usbepower or becomes a Usbepower competitor or business partner doesn’t mean there is a conflict of interest. However, if you are also involved in that Usbepower business relationship, it can be very sensitive. The right thing to do in that situation is to discuss the relationship with your manager.

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.

6. Accepting Gifts, Entertainment, and Other Business Courtesies

Accepting gifts, entertainment, and other business courtesies from a Usbepower competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant.

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 Usbepower business relationships, provided that they aren’t excessive and don’t create the appearance of impropriety. Before accepting any gift or courtesy, be aware that you may need to obtain manager approval.

7. Use of Usbepower Products and Services

Avoiding potential conflicts of interest also means that you should not use Usbepower 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 customers outside of Usbepower. For example, you should never approve Usbepower accounts, services, or credits for yourself, your friends, or family members.

V. Protect Usbepower’s Assets

1. Intellectual Property

Usbepower’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 Usbepower’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 Usbepower intellectual property to Legal.

Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Usbepower 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 Usbepower proprietary information. You should also check with Legal if developing a product that uses content not belonging to Usbepower.

2. Company Equipment

Usbepower 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 Usbepower stuff we are given.

3. The Network

Usbepower’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

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 Usbepower’s premises.

5. Employee Data

We collect and store personal information from employees around the world.

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 Usbepower is not ours; it’s the company’s and, ultimately, our shareholders’. Each person at Usbepower – 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 Usbepower, sign a new business contract, or enter into any deals on Usbepower’s behalf.

To make sure that we get this right, Usbepower 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.

1. Spending Usbepower’s Money

A core Usbepower value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on Usbepower’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 on Usbepower, 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.

2. Signing a Contract

Each time you enter into a business transaction on Usbepower’s behalf, there should be documentation recording that agreement, approved by the Legal

Department. Signing a contract on behalf of Usbepower is a very big deal. Never sign any contract on behalf of Usbepower 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 Usbepower 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 Usbepower’s interest

All contracts at Usbepower should be in writing and should contain all of the relevant terms to which the parties are agreeing – Usbepower does not permit

“side agreements,” oral or written.

3. Recording Transactions

If your job involves the financial recording of our transactions, make sure that you’re fully familiar with all of the Usbepower policies that apply.

Immediately report to Finance any transactions that you think are not being recorded correctly.

4. Reporting Financial or Accounting Irregularities

It goes without saying that you should never, ever interfere in any way with the auditing of Usbepower’s financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts, and any other Usbepower records.

5. Hiring Suppliers

As Usbepower grows, we enter into more and more deals with suppliers of equipment and services. We should always strive for the best possible deal for Usbepower. 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.

6. Retaining Records

It’s important that we keep records for an appropriate length of time. The Usbepower 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.

VII. Obey the Law

Usbepower takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal  equirements 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. A few specific laws are easy to violate unintentionally and so are worth pointing out here:

1. 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 Usbepower.

2. Anti-bribery Laws

Like all businesses, Usbepower 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 Usbepower is simple – don’t bribe anybody, anytime, for any reason.

3. Non-government relationships

You should be careful when you give gifts and pay for meals, entertainment, or other business courtesies on behalf of Usbepower. 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.

4. 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 Usbepower products).

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 Usbepower’s Anti-Bribery and Government Ethics Policy before giving any such gifts or business courtesies and obtain all required pre-approvals. Carefully follow the limits and prohibitions described there, and obtain any required pre-approvals.

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