Last modified: 12 July 2025

1. Introduction

Employees of OPTIZMO Technologies, LLC, its affiliates, and subsidiaries (“OPTIZMO”) together with others performing work for OPTIZMO or on its behalf are referred to in this Code as “OPTIZMO Personnel.” OPTIZMO Personnel are expected to act lawfully, honestly, ethically, and in the best interests of the company while performing duties on OPTIZMO’s behalf.

This Code provides guidelines for business conduct required of OPTIZMO Personnel. Anyone unsure whether certain conduct by themselves or others complies with this Code should consult a manager, another OPTIZMO manager, a Human Resources representative, or a Legal Department representative.

Scope. This Code applies to all OPTIZMO Personnel, including:

  • Board members, shareholders, and owners (in connection with OPTIZMO work)
  • Officers and employees of OPTIZMO Technologies, LLC and its corporate affiliates
  • Contingent workers such as agency workers, contractors, and consultants
  • Others working on OPTIZMO’s behalf

This Code may be amended, supplemented, or superseded by separate policies. If any section conflicts with local laws or regulations, only the parts permitted by applicable laws and regulations will apply. Any policy specifically applicable to your jurisdiction will take precedence to the extent it conflicts with this Code.

2. Conflicts of Interest

OPTIZMO Personnel must always act in the best interests of OPTIZMO while performing job duties. Avoid actual or apparent conflicts of interest. A conflict exists when personal interests interfere with OPTIZMO’s best interests.

Examples include:

  • Receiving personal benefits due to your OPTIZMO position
  • Using your position to request personal benefits for yourself or family members
  • Personal relationships with customers, suppliers, vendors, competitors, or other OPTIZMO Personnel that impair objective judgment

Rule of thumb: abstain and disclose.

  1. Promptly disclose potential conflicts to your supervisor and submit a request to the Conflicts Committee using the online tool.
  2. Avoid decisions that might raise the appearance of a conflict until you receive guidance from your direct supervisor, a C-Level Manager, or an assigned Conflict Resolution Manager.

2.1 Outside Business and Consulting Engagements

OPTIZMO Personnel must obtain approval from a C-Level Manager, Company Owner or Shareholder, or Resolution Manager before:

  1. Beginning employment, business, or consulting with a current or potential OPTIZMO competitor or partner, or
  2. Accepting teaching engagements with an educational institution or organization.

Avoid conducting OPTIZMO business with family members or those with whom you have a significant personal or financial relationship without prior approval.

2.2 Serving on Boards and Investing in Other Companies

OPTIZMO Personnel who wish to serve on boards of directors or advisory boards must obtain prior approval from a C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

Passive investments are permitted without approval if not large enough to create an appearance of conflict. Any investment over two percent of a public company or any stake in a private company that competes or does business with OPTIZMO requires prior approval.

2.3 Gifts and Entertainment

  • Accepting or providing gifts with a market value under US $200 is generally acceptable.
  • Business entertainment such as local cultural or sporting events or celebratory meals is acceptable if reasonable, customary, and not excessive.
  • Never give or receive cash, cash equivalents, loans, or items that obligate a return favor.
  • Modest gifts, meals, and entertainment to government officials are allowed only for legitimate purposes and never in exchange for action.

Expense any gift or entertainment only with approval from a C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

2.4 Corporate Opportunities

OPTIZMO Personnel may not exploit business opportunities discovered through OPTIZMO property, information, or position for personal gain unless fully disclosed in writing and OPTIZMO declines to pursue.

2.5 Potentially Conflicting Relationships

  • Relationships within a direct reporting line or chain of command must be disclosed.
  • Managers have heightened responsibility to disclose.
  • You must recuse yourself from decisions regarding compensation, promotion, discipline, or termination of someone with whom you have a significant relationship.

3. Harassment

OPTIZMO does not tolerate unlawful harassment or mistreatment by or of workers, guests, clients, or agency partners on any protected basis under applicable law. Suspected harassment, discrimination, or retaliation should be reported promptly.

4. Communications

  • Ensure business records and communications are clear and accurate.
  • Consult appropriate leadership before making formal statements about OPTIZMO.
  • Do not give endorsements on behalf of OPTIZMO without approval.
  • Forward all analyst or investor inquiries to the appropriate manager.

5. Public Disclosures

OPTIZMO is committed to transparency and integrity in public filings and communications. All disclosures must be full, fair, accurate, timely, and understandable.

6. Financial Integrity and Responsibility

Maintain accurate and complete records, comply with internal controls, and meet legal requirements when handling OPTIZMO finances.

7. Confidential Information

Use OPTIZMO confidential information for business purposes only and keep it strictly confidential. This includes proprietary data, trade secrets, software designs, customer lists, financial information, and more. Share externally only with proper non-disclosure agreements.

8. Protection of User Data and Personnel Data

Access user or personnel data only as needed for your job. Treat all such data with extreme sensitivity and comply with privacy laws.

9. Protection and Use of OPTIZMO Assets

Treat company assets with care. Personal use should be minimal and must not interfere with business duties.

10. Compliance with Laws

Act within the bounds of applicable laws, rules, and regulations wherever OPTIZMO does business. Seek guidance from leadership or Legal when needed.

  • Anti-Corruption: Comply with all anti-corruption laws, including the US FCPA.
  • International Trade: Follow import, export, sanctions, and anti-boycott regulations.
  • Lobbying and Campaign Finance: Adhere to applicable laws.
  • Competition: Do not engage in anticompetitive conduct such as price-fixing or customer allocation.
  • Insider Trading: Never trade on material non-public information.
  • Environmental Health and Safety: Follow EHS laws and company standards.

11. Reporting Violations

Report suspected violations of this Code, other policies, or laws to a C-Level Manager, Company Owner or Shareholder, Resolution Manager, HR, Internal Audit, or Legal. Anonymous reports are permitted where lawful. OPTIZMO prohibits retaliation against good-faith reporters.

12. Policy Prohibiting Retaliation

Retaliation against anyone reporting a violation in good faith is against OPTIZMO policy and may be unlawful.

13. Amendment and Waivers

Amendments or waivers require approval by a C-Level Manager, Company Owner or Shareholder, or Resolution Manager, and disclosure as required by law. The General Counsel may grant certain waivers for employees other than executive or senior financial officers.

14. References

For this Code, “manager” includes the OPTIZMO assignment manager for contingent workers.