Business partner code of conduct

Introduction

This Business Partner Code of Conduct (the “Code”) sets out guidelines and requirements for all business customers, vendors, and suppliers (collectively, “Vendors”) that do business with any SAPI, Inc. business or subsidiary (collectively, “SAPI” or “we”). We expect our Vendors (including their employees, agents, subcontractors, and affiliates) to comply with the Code in conducting business with or on behalf of SAPI, even when the Code exceeds the requirements of applicable law. Violations of the Code can result in severe consequences for SAPI and/or its Vendors. Accordingly, SAPI will take appropriate action to ensure compliance with the Code, up to and including termination of business with the Vendor.

Anti-bribery & corruption

Books, Records, and Business Integrity. SAPI prohibits corruption, extortion, and embezzlement in any form. For this reason, Vendors must ensure that their accounting and financial records related to their business with SAPI comply with applicable laws and meet applicable standards of accuracy and completeness. SAPI also expects Vendors to provide honest and accurate invoices. Invoices should be itemized, quote the Purchase Order (“PO”) number (if applicable), be supported by appropriate documentation, and comply with all other requirements as set out in the relevant contract(s). Invoices may not be split to circumvent approval requirements. SAPI will not do business with a Vendor unless there is a signed contract with SAPI and an approved PO (if required) on file.

Intellectual Property Protection. Vendors must respect intellectual property rights, including SAPI’s intellectual property rights and the intellectual property rights of others, at all times. Respecting the intellectual property rights of SAPI and others includes, but is not limited to, obtaining proper authorization and licensing agreements before using any intellectual property, refusing to misuse others’ intellectual property, including patents, trademarks, copyrights, and trade secrets, and complying with all applicable laws as they relate to Vendor products and listings. Any transfer of technology and know-how should be carried out in a manner that complies with all applicable laws and protects intellectual property rights.

Confidentiality & data privacy

Confidentiality and Protection of Information. Groupon is committed to protecting its own confidential information and the confidential information of its business partners, Vendors, customers, employees, and candidates for employment. SAPI requires Vendors to comply with all applicable laws and regulations governing confidential and proprietary information and to take all necessary measures to safeguard all such information that they receive from SAPI and/or about SAPI’s business partners, Vendors, customers, employees, and candidates for employment.

Data Protection and Privacy. SAPI respects everyone’s right to the protection of their personal data, as this term is defined in the countries in which SAPI operates, and everyone’s right to integrity in connection with the processing of personal data. SAPI requires Vendors to comply with all applicable privacy and information security laws and associated regulatory requirements, such as the General Data Protection Regulation (“GDPR”), as well as with SAPI’s information security and privacy policies and any specific measures set out in SAPI’s contracts with Vendors. Vendors must create, retain, and dispose of business records in accordance with all applicable legal and regulatory requirements. Additionally, Vendors must comply with SAPI’s requests concerning personal data and/or business records and provide assistance to SAPI when requested in accordance with their contracts with SAPI.

Conflicts of interest

Vendors must avoid any actual or potential conflicts of interest caused by either business or personal relationships with SAPI customers, other Vendors, SAPI competitors or potential competitors, or SAPI employees. Any actual or potential conflict of interest, and any connection to, or affiliation with, a SAPI employee or the employee’s family member, a member of their household, or someone with whom the employee has a significant personal relationship, must be disclosed to the Compliance Team at hello@sapi.com.

Fair business, advertising & competition laws

Vendors are expected to understand and comply with all applicable fair business, advertising, and competition laws, including fair trading and antitrust laws. Vendors must not exploit emergency situations, such as healthcare crises, natural disasters, or other catastrophes, by charging excessively high prices for products or services sold on SAPI or by making false claims regarding such products or services. Vendors must also treat SAPI customers honestly and fairly, as well as in a manner that complies with all applicable civil and criminal laws and consumer practices. Customers have the right to be safe and secure at all times while interacting with Vendors, and SAPI expects that Vendors address legitimate customer concerns quickly and appropriately.

International trade

Antiboycott Regulations. Vendors must not comply with the Arab League Boycott of Israel when conducting business with or on behalf of SAPI. Examples include discriminating against Israeli companies, Israeli citizens, or Israeli-origin goods, services, or technology. Vendors should also not comply with any other boycotts that are opposed by the U.S. government when conducting business with or on behalf of SAPI. Additionally, Vendors must never discriminate against potential business partners on the basis of their race, ethnicity, nationality, or religion or respond to requests for information that the Vendor reasonably believes would allow business partners to discriminate on such grounds when conducting business with or on behalf of SAPI.

Export Controls. Vendors must inform SAPI of any relevant restrictions on the export of their products, services, software, technology, or technical data outside the United States. Such information includes the name of any items subject to export controls (“controlled items”), their export classification number (where applicable), and the names of any restricted countries. Under no circumstances may any Vendor use SAPI platforms, resources, or personnel to export controlled items to any sanctioned countries, entities, or individuals.

Economic Sanctions. Vendors must comply with all economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations, and the European Union,vas well as any other sanctions programs in place in the jurisdiction(s) where theyvoperate. Under no circumstances may any Vendor offer, promise, sell, or transfer any SAPI products or services to any sanctioned countries, entities, or individuals, or use SAPI platforms, resources, or personnel to conduct or facilitate such business. Additionally, SAPI prohibits all business transactions involving Cuba, Iran, North Korea, Sudan, Syria, Venezuela, or the disputed Ukrainian region of Crimea unless OFAC or another applicable authority explicitly authorizes those transactions in writing.

Labor & human rights

Armed Conflicts. Vendors must take reasonable steps to ensure the materials used in the products and services they offer to SAPI or to SAPI customers do not originate from sources that directly or indirectly benefit armed groups or criminal syndicates that perpetrate human rights abuses. Notable examples include, without limitation, Blood Diamonds regulated by the Kimberley Process and the various Conflict Minerals (e.g., tin, tungsten, tantalum, and gold) monitored by the U.S. Securities and Exchange Commission.

Child Labor. SAPI strictly prohibits the use of child labor. In conducting business with or on behalf of SAPI, Vendors must never employ a person younger than age 14 or otherwise interfere with a child’s education by employing a child in violation of a country’s compulsory education laws. Additionally, Vendors must never knowingly source or import products for SAPI or for SAPI customers from third parties known to employ child labor. All Vendors are responsible for monitoring their global supply chains to ensure compliance with applicable child labor laws.

Coerced Labor and Human Trafficking. Vendors must never engage in any form of coerced labor, such as slave labor, prison labor, indentured labor, bonded labor, and any other form of involuntary servitude, in conducting business with or on behalf of SAPI. Vendors must never traffic or otherwise exploit employees by means of threat, force, coercion, abduction, or fraud. Additionally, Vendors must never knowingly source or import products for SAPI or for SAPI customers from third parties known to employ coerced labor or engage in human trafficking or sex trafficking. All Vendors are responsible for monitoring their global supply chains to ensure compliance with applicable coerced labor and human trafficking laws.

Diversity and Inclusion. SAPI believes that diversity and inclusion is a social and economic imperative and looks to its Vendors to share this commitment in their operations and business partnerships. SAPI encourages collaboration and inclusiveness, including with respect to its employees, customers, and Vendors, because the best solutions are often those that draw on diverse ideas and perspectives. To that end, SAPI seeks to engage with Vendors who perform at high levels and add a diverse perspective, including Vendors that are diverse in terms of their ownership structure (e.g., women-owned, locally-owned), scale (e.g., small or medium-size), and the nature of the enterprise (e.g., social enterprise). We expect Vendors to identify, adopt, and integrate diversity and inclusion and equal opportunity practices into their own business processes and to compete on a fair and equal basis for business.

Equal Opportunity. As an equal opportunity employer, SAPI provides equal employment opportunity to all employees and applicants, without regard to age, race, color, national origin, physical or mental disability, gender, religion, sexual orientation, gender identity, gender expression, marital or veteran status, condition of pregnancy, parental status, political convictions, genetic information, or any other legally protected characteristic. We also accommodate disabilities and religious practices as required by law. We expect our Vendors to adopt and implement similar policies or practices and refrain from discrimination in conducting business with or on behalf of SAPI.

Harassment, Discrimination and Abuse. Vendors must treat their employees who conduct business with or on behalf of SAPI, as well as SAPI customers and employees, with respect and dignity and may not subject them to any physical, sexual, psychological, or verbal harassment or abuse.

Health and Safety. Vendors must provide a safe and healthy work environment to prevent accidents or injuries arising out of, linked with, or occurring in the course of conducting business for SAPI or as a result of the operation of Vendor’s facilities, where work is being conducted for or on behalf of SAPI. Vendors shall provide their employees who conduct business for or on behalf of SAPI with the tools, equipment, and materials necessary to conduct their work safely, and shall not require their employees to compensate the Vendor for the same, unless otherwise allowed by applicable law.

Sexual Harassment and Misconduct. Vendors must not engage in sexual harassment or sexual misconduct of any kind with respect to their employees who conduct business with or on behalf of SAPI or SAPI customers. Sexual harassment includes unwelcome sexual advances, requests for sexual favors, and other verbal or physical harassment of a sexual nature. Sexual misconduct encompasses sexual and gender-based harassment, as well as other conduct such as sexual assault. The term sexual assault refers to sexual contact or behavior, often physical, that occurs without the consent of the victim. individuals who are sleeping, under the influence of drugs or alcohol, under the care or control of a Vendor such as during a procedure or treatment, cognitively impaired, or otherwise incapacitated are not able to provide consent.

Wage and Benefits. Vendors must pay their employees who conduct business for or on behalf of SAPI in a timely manner and provide compensation (including overtime pay and benefits) that satisfies applicable laws. Under no circumstances may Vendors delay or withhold wages as disciplinary measures, as compensation for securing employment, or for any other purpose that is not authorized by applicable law.

Work Authorization. Vendors may not knowingly employ persons who are not authorized to work, as determined by applicable law, in conducting business with SAPI or on SAPI’s behalf. If Vendors engage foreign or migrant persons to conduct business with or on behalf of SAPI, Vendors must comply with the immigration and labor laws of the country where such persons are employed. Vendors must not require their employees to surrender government-issued identification, passports, or work permits as a condition of employment, and may only hold such documents temporarily for the purpose of completing legitimate administrative and immigration processing.

Regulatory authorities & law enforcement

Firstly, vendors must reasonably cooperate with regulatory authorities and law enforcement, including with respect to inquiries, audits, reviews, or investigations related to the business being conducted with SAPI or on SAPI’s behalf.

Secondly, vendors must inform SAPI of any such inquiries prior to responding to regulatory authorities or law enforcement, unless doing so would violate applicable law. In addition, Vendors must inform SAPI when a police report or formal complaint has been filed or raised regarding a Vendor’s action or inaction, the conduct of other customers, or the conduct of any of the Vendor’s employees, agents, subcontractors, or affiliates by either a SAPI customer or by a non-SAPI customer if a SAPI customer could be affected.

Finally, vendors are also expected to cooperate with any internal investigation conducted by SAPI into a complaint or concern raised regarding a Vendor’s conduct.

Reporting violations

Anyone that has knowledge of a potential or actual violation of the Code should make a report to the Compliance Team via hello@sapi.com. Complaints may be made anonymously.