Business Conduct

Last Updated: January 3rd, 2017

The way we do business

Ulzi is an early stage start-up business which conducts business ethically, honestly, and in full compliance with applicable laws and regulations. This applies to every business decision in every area of the company.

Ulzi Principles of Business Conduct

The success of Ulzi will be based upon creating innovative, high-quality products and services and demonstrating integrity in every business interaction. Ulzi principles of business conduct define the way we do business. These principles are:

  • Honesty. Demonstrate honesty and high ethical standards in all business dealings.
  • Respect. Treat our customers, suppliers, volunteers/interns (“Personnel”), and others with respect and courtesy.
  • Confidentiality. Protect the confidentiality of Ulzi information and the information of our customers, suppliers, and Personnel.
  • Compliance. Ensure that business decisions comply with applicable laws and regulations.

Your Responsibilities

Ulzi Business Conduct Policy and principles apply to Personnel, independent contractors, consultants, and others who do business with Ulzi. You are expected to:

  • Follow the policy. Comply with Ulzi Business Conduct Policy, principles, and all applicable legal requirements.
  • Speak up. If you have knowledge of a possible violation of Ulzi Business Conduct Policy or principles, other Ulzi policies, or legal or regulatory requirements, you must notify either of the Ulzi CEOs or the Secretary/Treasurer (“Executives”) of the Company.
  • Use good judgment. Apply Ulzi principles of business conduct, review our policies, review legal requirements, and then decide what to do.
  • Ask questions. When in doubt about how to proceed, discuss it with an Executive of the Company.

Failure to comply with Ulzi Business Conduct Policy, or failure to report a violation, may result in disciplinary action up to and including the end of your working relationship with Ulzi.

Retaliation Is Not Tolerated

Ulzi will not retaliate—and will not tolerate retaliation—against any individual for filing a good-faith complaint with management or any Executive, or for participating in the investigation of any such complaint.

Conflicts of Interest

A conflict of interest is any activity that is inconsistent with, or opposed to, the best interests of Ulzi, or that gives the appearance of impropriety or divided loyalty. Avoid any situation that creates a real or perceived conflict of interest. Use good judgment, and if you are unsure about a potential conflict, talk to an Executive.

Do not conduct Ulzi business with family members or others with whom you have a significant personal relationship. In rare cases where exceptions may be appropriate, written approval from an Executive is required.

You shouldn’t use your position at Ulzi to obtain favored treatment for yourself, family members, or others with whom you have a significant relationship. This applies to product purchases or sales, investment opportunities, hiring, promoting, selecting contractors or suppliers, and any other business matter. This does not apply to special purchase plans which may be offered by Ulzi which specifically state otherwise. If you believe you have a potential conflict involving a family member or other individual, disclose it to an Executive.

Outside Employment and Inventions

Ulzi Personnel must notify an Executive before taking any employment. In addition, any Personnel who obtains employment, has an outside business, or is working on an invention must comply with the following rules.

Do not:

  • Use any time at work or any Ulzi assets for your job, outside business, or invention. This includes using Ulzi workspace, phones, computers, Internet access, copy machines, and any other Ulzi assets or services.
  • Use your position at Ulzi to solicit work for your business or employer, to obtain favored treatment, or to pressure others to assist you in working on your invention.
  • Participate in an employment activity that could have an adverse effect on your ability to perform at Ulzi.
  • Use confidential Ulzi information to benefit your employer, outside business, or invention.

Before participating in inventions or businesses that are in the same area as Ulzi or that compete with or relate to Ulzi present or reasonably anticipated business, products, or services, you must have written permission from an Executive.

Personal Investments

Many Ulzi Personnel have investments in publicly traded stock or privately held businesses. In general, these are fine, but investments may give rise to a conflict of interest if you are involved in or attempt to influence transactions between Ulzi and a business in which you are invested. If a real or apparent conflict arises, disclose the conflict to an Executive. An Executive will help determine whether a conflict exists and, if appropriate, the best approach to eliminate the conflict.

Workplace Relationships

Personal relationships within the Ulzi family may present an actual or perceived conflict of interest when one individual in the relationship is in a position to make or influence decisions regarding the other. If you find yourself in such a relationship, you must notify an Executive so they may assist you in resolving any potential conflicts. Personnel should not allow their relationships to disrupt the workplace or interfere with their performance or judgment.

Harassment and Discrimination

Ulzi encourages a creative, culturally diverse, and supportive work environment. Ulzi is committed to providing an environment free of discrimination and sexual harassment, as well as harassment or discrimination based on such factors as race, color, creed, religion, sex, national origin, political affiliations, marital status, age, sexual orientation, gender identity characteristics or expression, genetic information, physical or mental disability, pregnancy, medical condition, or any other basis protected by local law. Ulzi will not tolerate discrimination or harassment of Personnel or other individuals with whom we have a business, service, or a professional relationship. This applies to interactions with customers, suppliers, and applicants, and any other interactions where you represent Ulzi.

If you feel that you have been harassed or discriminated against or have witnessed such behavior, report the incident to any Executive.

Confidential Employee Information

As part of your environment, you may have access to personal information regarding other Ulzi Personnel or applicants. This information is confidential and should be shared only with those who have a business need to know. It should not be shared outside Ulzi unless there is a legal or business reason to share the information and you have approval from an Executive.

Workplace Privacy

As Ulzi Personnel, it’s important you understand that, subject to local laws and regulations, and in accordance with Ulzi review process, Ulzi may take the following steps when you access Ulzi network or systems or use any device, regardless of ownership, to conduct Ulzi business:

  • Access, search, monitor, and archive all data and messages sent, accessed, viewed, or stored (including those from iCloud, Messages, or other personal accounts).
  • Conduct physical, video, or electronic surveillance, search your environment (such as file cabinets, desks, and offices, even if locked), review phone records, or search any non-Ulzi property (e.g. backpacks, purses) on company premises.
  • Disclose to law enforcement information discovered during any search that indicates possible unlawful behavior without prior notice.

If you have questions regarding this policy, reach out to an Executive.

Public Speaking and Press Inquiries

All public speaking engagements that relate to Ulzi business or products must be pre-approved by an Executive. If you receive approval to make a public presentation at a business meeting or conference, you may not request or accept any form of personal compensation from the organization that requested the presentation. This does not prohibit accepting reimbursement for expenses, if approved by an Executive. All inquiries from the press or outside organization must be referred to an Executive.

Publishing Articles

If you author an article or other publication, do not identify yourself in the publication as Ulzi Personnel without prior approval from an Executive. In addition, in some cases, such publications may require Executive approval.

Alcohol, Drugs, and a Smoke Free Environment in the Workplace

Personnel are prohibited from manufacturing, distributing, dispensing, possessing, using, or being under the influence of illegal drugs while engaged in Ulzi projects. Use of alcohol or medications can cause safety issues, damage customer relations, and hurt productivity and innovation. Use good judgment and keep in mind that you are expected to perform to your full ability.

Protecting Ulzi Assets and Information

We all have an obligation to protect Ulzi property and to abide by the following guidelines:

  • Watch what you say. Surprise and delight are Ulzi hallmarks. Being aware of who is around you, and what they might learn from you is an important way we all protect Ulzi secrets. Don’t let Ulzi secrets fall into the wrong hands.
  • Protect our stuff. Keeping track of Ulzi assets and information entrusted to you, and preventing opportunities for loss, misuse, waste, or theft of Ulzi property is everyone’s responsibility. Trash is inevitable. Waste is not. Before disposing of Ulzi assets, discuss your plans with an Executive, get approval, and follow applicable policies.
  • Set the example. Behaviors are contagious. Be a model for your peers and our partners. Follow our procurement procedures when acquiring goods or services, and use Ulzi assets only for legal and ethical purposes.

Confidential Ulzi Information

One of Ulzi’s greatest assets is information about our products and services, including future product offerings. Never disclose confidential, operational, financial, trade-secret, or other business information without verifying with an Executive that such disclosure is appropriate. Typically, disclosure of this information is very limited, and the information may be shared with vendors, suppliers, or other third parties only after a non-disclosure agreement is in place. Even within Ulzi, confidential information should be shared only on a need-to-know basis. The Non-Compete Non-Disclosure Agreement (“NCNDA”) you signed when you joined Ulzi defines your duty to protect information.

The Ulzi Identity and Trademarks

The Ulzi name, names of products and services (such as SafeRoute), programs (such as “Current Solutions”), and logos (such as the Ulzi logo) collectively create the Ulzi identity. Before publicly using the Ulzi name, product or service names, program names, or the Ulzi logo, review Ulzi Trademark List and consult an Executive on how names and logos can be used and presented (for example, the size of the Ulzi logo and the amount of white space surrounding it). Before using the product and service names, program names, taglines, or logos of third parties, check with an Executive.

Ulzi Inventions, Patents, and Copyrights

Ulzi practice is to consider patenting the inventions of all Personnel, regardless of whether the inventions are implemented in actual products. If you are involved in product development, you should contact an Executive regarding the patentability of your efforts. Be alert to possible infringement of Ulzi patents and bring any possible infringements directly to an Executive.

If you create original material for Ulzi that requires copyright protection, such as software, place Ulzi copyright notice on the work and request a copyright disclosure form, complete the form, and submit the form to an Executive.

Activities Related to Technical Standards

There are numerous projects which may develop or promote Ulzi standards. Before engaging in activities related to technical or operational standards, Personnel must receive Executive approval.

Accuracy of Records and Reports

Accurate records are critical to meeting Ulzi’s legal, financial, and management obligations. Ensure that all records and reports, including customer information, technical and product information, correspondence, and public communications, are full, fair, accurate, timely, and understandable.

Never misstate facts, omit critical information, or modify records or reports in any way to mislead others, and never assist others in doing so.

Business Expenses

All Personnel must observe policies and procedures regarding business expenses, such as meal and travel expenses, and submit accurate expense reimbursement requests. For more information contact an Executive.

Money Laundering

Money laundering is the process by which individuals or organizations try to conceal illicit funds or make these funds look legitimate. Money laundering is strictly prohibited. The laws in certain countries require Ulzi to report suspicious activity. If you deal directly with customers or vendors, the following examples may be indications of potential money laundering:

  • Attempts to make large payments in cash.
  • Payments by someone who is not a party to the contract.
  • Requests to pay more than provided for in the contract.
  • Payments made in currencies other than those specified in the contract.
  • Payments from an unusual, nonbusiness account.
  • Transactions forming an unusual pattern such as bulk purchases or many repetitive cash payments.

Records & Information Management and Legal Hold

As contributors to Ulzi, you have a responsibility to manage records and information. The definition of “records and information” is extremely broad. Information includes all documents and data; however, Records are a subset and must be kept because they have enduring business value and must be kept pursuant to other Ulzi policies for legal, accounting and other regulatory requirements. Contact an Executive if you have questions regarding Ulzi policy and retention schedules to determine the appropriate retention period for your records.

At times, Ulzi may need to retain records and information beyond the period they would normally be kept. The most common reasons are litigation, other legal matters or audits.

In these situations, retention and preservation of records and information is critical. If you have records and information that may be required for litigation or other legal matters, an Executive will place those documents on a legal hold, meaning the records and information cannot be altered, destroyed, deleted, or modified in any manner. Legal will notify the individuals most closely identified with the records and information about the legal hold and will provide instructions for retaining the records and information. Recipients of a legal hold must ensure that these instructions are followed. A legal hold remains in effect until you are notified otherwise by an Executive in writing.

Customer Focus

Every product we make and every service we provide is for our customers. Focus on providing innovative, high-quality products and services and demonstrating integrity in every business interaction. Always apply Ulzi principles of business conduct.

Customer and Third-Party Information

Customers, suppliers, and others disclose confidential information to Ulzi for business purposes. It is the responsibility of Ulzi to protect and maintain the confidentiality of this information. Failure to protect customer and third-party information may damage relations with customers, suppliers, or others and may result in legal liability.

Non-Disclosure/Confidentiality Agreements

When dealing with a supplier, vendor, or other third party, never share confidential information without Executive approval. Also, never share confidential information outside Ulzi (for example, with vendors, suppliers, or others) unless an MNCNDA or NCNDA is in place. These agreements document the need to maintain the confidentiality of the information. Original copies of MNCNDA’s or NCNDA’s must be forwarded to an Executive. Always limit the amount of confidential information shared to the minimum necessary to address the business need.

Obtaining and Using Business Intelligence

Ulzi legitimately collects information on customers and markets in which we operate. Ulzi does not seek business intelligence by illegal or unethical means, and competitors may not be contacted for the purpose of obtaining business intelligence. Sometimes information is obtained accidentally or is provided to Ulzi by unknown sources. In such cases, it may be unethical to use the information, and you should immediately contact an Executive to determine how to proceed.

Third-Party Intellectual Property

It is Ulzi policy not to knowingly use the intellectual property of any third party without permission or legal right. If you are told or suspect that Ulzi may be infringing an intellectual property right, including patents, copyrights, trademarks, or trade secrets owned by a third party, you should contact an Executive.

Copyright-Protected Content

Never use or copy software, music, videos, publications, or other copyright-protected content for Ulzi purposes unless you or Ulzi are legally permitted to use or make copies of the protected content. Never use Ulzi facilities or equipment to make or store unauthorized copies.

Giving and Receiving Business Gifts

Personnel may not give or receive gifts or entertainment to or from current or potential vendors, suppliers, customers, or other business associates unless all of the following conditions are met:

  • Nominal value. The value of the gift is less than US$150. Exceptions must be approved by an Executive.
  • Customary. The item is a customary business gift and would not embarrass Ulzi if publicly disclosed. Cash is never an acceptable gift. Giving or receiving cash is viewed as a bribe or kickback and is always against Ulzi policy.
  • No favored treatment. The purpose of the gift is not to obtain special or favored treatment.
  • Legal. Giving or accepting the gift is legal in the location and under the circumstances where given.
  • Recipient is not a government official. Never provide a gift, including meals, entertainment, or other items of value, to a U.S. or foreign government official without checking with an Executive in advance.

This policy does not preclude Ulzi as an organization from receiving and evaluating complimentary products or services. It is not intended to preclude Ulzi from giving equipment to a company or organization, provided the gift is openly given, consistent with legal requirements, and in the business interests of Ulzi. The policy also does not preclude the attendance of Ulzi Personnel at business-related social functions, if attendance is approved by an Executive and does not create a conflict of interest.

Zero Gift Rule: In certain cases, on certain projects, Ulzi may adopt a Zero Gift Rule that will prohibit giving or receiving gifts altogether. Personnel involved must adhere to the stricter policies.

Side Deals or Side Letters

All the terms and conditions of agreements entered into by Ulzi must be formally documented. Contract terms and conditions define the key attributes of Ulzi rights, obligations, and liabilities and can also dictate the accounting treatment given to a transaction. Making business commitments outside of the formal contracting process, through side deals, side letters, or otherwise, is unacceptable. You should not make any oral or written commitments that create a new agreement or modify an existing agreement without approval through the formal contracting process.

Competition and Trade Practices

Agreements with competitors are subject to rigorous scrutiny in all countries. Competitors are expected to compete, and compete aggressively on all terms. Agreements with our resellers, distributors, and suppliers can also give rise to scrutiny, particularly if Ulzi has a leading position in the market.

You should not:

  • Agree with competitors or exchange information with competitors on price, policies, contract terms, costs, inventories, marketing plans, capacity plans, or other competitively significant terms.
  • Agree with competitors to divide sales territories, products, or assign customers.
  • Agree with resellers on the resale pricing of Ulzi products without legal approval. Resellers must be free to determine their own resale prices.
  • Violate fair bidding practices, including bidding quiet periods, or provide information to benefit one vendor over other vendors.
  • Engage in any pricing or other practices that could defraud a supplier or others.

Remember: Always consult an Executive whenever you have a question.

Endorsements

When representing Ulzi, never endorse a product or service of another business or an individual unless the endorsement has been approved by an Executive. This does not apply to statements you may make in the normal course of business about third-party products that are sold by Ulzi.

Open Source Software

Open source software is software for which the source code is available without charge under a free software or open source license. Before using, modifying, or distributing any open source software for Ulzi infrastructure or as part of an Ulzi product or service development effort, you must receive approval from an Executive.

Governments as Customers

Governments are unique customers for Ulzi. Governments often place special bidding, pricing, disclosure, and certification requirements on firms with which they do business. Discuss these requirements with an Executive.

Gifts to U.S. Officials

It may be illegal to give a gift, even an inexpensive meal or a T-shirt, to a government employee. The rules vary depending on the location and job position of the government employee (for example, rules may vary by state, school district, and city, and there may be different rules for various elected and non-elected officials). To prevent violations, review all gifts to government officials with an Executive before giving a gift.

Gifts to Non-U.S. Officials

In many countries it is considered common courtesy to provide token/ceremonial gifts to government officials on certain occasions to help build relationships. Check local requirements and review any such gifts exceeding US$25 in advance with an Executive. For meals, the US$25 limit does not necessarily apply. Meals of any value should be avoided with officials from government agencies where Ulzi has a pending application, proposal, or other business.

No Bribery or Corruption

At Ulzi, we do not offer or accept bribes or kickbacks in any form and we do not tolerate corruption in connection with any of our business dealings. You may not offer or receive bribes or kickbacks to, or from, any individual, whether that individual is a government official or a private party.

Political Contributions

Ulzi does not make political contributions to individual candidates or parties. All corporate political contributions, whether monetary or in-kind (such as the donation/lending of equipment or technical services to a campaign), must be approved in advance by Ulzi CEO/s and processed legally to ensure compliance with disclosure regulations and Ulzi policy of promptly reporting contributions. Personnel may not use Ulzi assets (including Ulzi premises, equipment, or funds) to personally support candidates and campaigns. It is illegal for Ulzi to reimburse Personnel for a political contribution.

Trade Restrictions and Export Controls

Many countries periodically impose restrictions on exports and other dealings with certain countries, persons, or groups. Export laws may control trading of commodities, technologies, or services that are considered to be strategically important because they have the potential to be used for military purposes. Laws may cover travel to or from a sanctioned country, imports or exports, new investments, and other related topics. Certain laws also prohibit support of boycott activities.

If you are involved in the sale or shipment of products, technologies, or services across international borders, check with an Executive to ensure compliance with any laws or restrictions that apply.

Environment, Health, and Safety (EHS)

Ulzi operates in a manner that conserves the environment and protects the safety and health of our Personnel. Conduct your job safely and consistently with applicable EHS requirements. Use good judgment and always put the safety, health, and the environment first. Be proactive in anticipating and dealing with EHS risks.

In keeping with our commitment to the safety of our Personnel, Ulzi will not tolerate violence.

Charitable Donations

Personnel are encouraged to support charitable causes of their choice as long as that support is provided without the use or furnishing of Ulzi assets (including use of Ulzi premises, equipment, or funds). Any charitable donations involving Ulzi assets require the approval of the CEO/s or Secretary/Treasurer.

Community Activities and Public Positions

At Ulzi, we comply with applicable laws and regulations and operate in ways that benefit the communities with which we engage. Ulzi encourages you to uphold this commitment to the community in all your activities.

If you hold an elected or appointed public office while assisting Ulzi, advise an Executive. Excuse yourself from involvement in any decisions that might create, or appear to create, a conflict of interest.

Your Obligation to Take Action

Always apply Ulzi principles of business conduct, follow Ulzi policies, and comply with laws and regulations. When you are unsure, take the initiative to investigate the right course of action. Check with an Executive if you are unsure of the proper course of action.

If you know of a possible violation of Ulzi Business Conduct Policy or legal or regulatory requirements, you are required to notify an Executive, failure to do so may result in separation.

Personnel must cooperate fully in any Ulzi investigation and keep their knowledge and participation confidential to help safeguard the integrity of the investigation.

Ulzi will not retaliate—and will not tolerate retaliation—against any individual for reporting a concern in good-faith.