CODE OF BUSINESS CONDUCT AND ETHICS
The successful operation and reputation of Commerce Technologies, LLC (“CommerceHub,” “we,” “us,” “our” or the “Company”) are built upon the honest and ethical conduct of all of our directors, officers, employees and other personnel and require careful compliance with the spirit and letter of all applicable laws, rules and regulations (collectively, “applicable laws”).
The continued success of CommerceHub is dependent on the trust of our customers, vendors and investors. We are dedicated to preserving that trust, and our personnel must always act in a way that merits the continued trust and confidence of our stakeholders.
This document sets forth the CommerceHub Code of Business Conduct and Ethics (the “Code”). The Code is applicable to all CommerceHub directors, officers and employees. The Code is also applicable to all other personnel performing services for CommerceHub who are subject to the Code by contract, acknowledgement or other agreement (collectively with our directors, officers and employees, “personnel” or “you”). Personnel are individually and collectively responsible for conducting and managing our business activities in full compliance with the Code, Company policies and applicable laws.
What is Expected of You?
You should carefully review this document and the policies it references. By serving as CommerceHub personnel, you are agreeing to comply with the Code and our Company policies. Failure to read or to acknowledge the Code will not excuse any personnel from the responsibility to comply with the Code, Company policies and applicable laws.
Failure to comply with the Code, Company policies and applicable laws may result in discipline, up to and including termination of employment.
How to Use the Code
The Code summarizes certain legal, regulatory and policy requirements and best practices applicable to business activities conducted by and on behalf of CommerceHub. You should treat the Code as a guideline for making day-to-day business decisions. It does not, and is not intended to, address every legal or ethical question that might arise, nor does it replace other more detailed policies, including, for example, those set forth in the CommerceHub employee handbooks, which are available on the Company’s intranet. In general, the use of good judgment, based on high ethical principles, should serve as a guide with respect to acting appropriately.
The Code prohibits all personnel from retaliating or taking any form of adverse action against a person for raising, in good faith, an issue or a concern related to the Code, Company policies or applicable laws.
How to Obtain Advice Regarding the Code or Report Code Violations
If you are uncertain whether particular conduct or proposed conduct constitutes a violation of the Code, Company policies or applicable laws, you should seek guidance in answering that question from the Company’s General Counsel. In addition, all personnel have an obligation to report any questionable conduct or violation or reasonably suspected violation of the Code, Company policies or applicable laws. To seek advice or make a report, you may:
• Contact the Company’s General Counsel. You can email the General Counsel or send a letter to the General Counsel at Commerce Technologies, LLC, 800 Troy-Schenectady Road, Suite 100, Latham, NY 12110. If you want to contact the General Counsel personally but are unsure of his or her identity, contact someone in Legal or the People Team;
• Call CommerceHub’s Compliance Line>; (which is operated by an independent, third-party vendor and is available 24 hours a day, seven days a week) as follows:
• in the United States or Canada, dial 844-428-6528; or
• in the United Kingdom, dial 0800 890 011, and then, at the English prompt,
• Make a report through CommerceHub’s confidential web-based reporting system at www.commercehub.ethicspoint.com.
What about Reporting to a Supervisor?
You can always seek advice from or report concerns to a supervisor. If you are a supervisor and an individual whom you manage makes a report to you about actual or suspected violations of the Code, Company policies or applicable laws, you must make a report through CommerceHub’s Compliance Line or web-based reporting system or contact the Company’s General Counsel, in each case as described above, in order to ensure that the report is appropriately handled.
Anonymity and Confidentiality
You are not required to identify yourself when you seek advice or raise concerns about questionable conduct or a violation or suspected violation of the Code, Company policies or applicable laws through any of the methods available to you. Keep in mind, however, that maintaining your anonymity may limit the Company’s ability to fully investigate or otherwise address the issues you raise.
If you identify yourself but request that your identity be maintained in confidence, we will endeavor to honor that request; however, it may be necessary to identify you in order to fully investigate or otherwise address the issues you raise or comply with applicable laws.
Resulting Actions from Reporting of Concerns/No Retaliation
CommerceHub will investigate, as appropriate, all actual and suspected violations of the Code, Company policies or applicable law. We expect personnel to cooperate in an investigation when asked to do so.
CommerceHub does not tolerate retaliation against any individual who, in good faith, reports known or suspected violations of the Code, Company policies or applicable law, seeks advice, raises a concern or provides information in connection with an investigation. Allegations of retaliation will be investigated, as appropriate, and retaliatory acts may lead to disciplinary action, up to and including termination of employment.
Consequences of Violating the Code, Company Policies or Applicable Laws
Violations of the Code, Company policies or applicable laws may result in disciplinary action, up to and including termination of employment, as well as potential civil or criminal liability.
Honest and Ethical Conduct and Fair Treatment
As CommerceHub personnel, you must exhibit and promote honest and ethical conduct in all of your activities relating to the business of the Company. We expect our personnel to develop business relationships through open and honest communications.
No personnel may take unfair advantage of another person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair, dishonest or unethical practice.
All employment decisions at CommerceHub are based on merit, qualifications and abilities. The Company prohibits unlawful discrimination or harassment based on age, race, color, sex, gender, gender identity or expression, religion, pregnancy, mental or physical disability, national origin, genetic information, creed, citizenship status, marital status, military status, sexual orientation, prior arrest or conviction record, domestic violence victim status or any other characteristic protected by applicable laws. The prohibitions against discrimination and harassment apply to personnel, customers, vendors, visitors and any other person doing business with or for CommerceHub. For more information, see the Company’s policy on Prohibited Discrimination, Harassment & Retaliation in the CommerceHub employee handbooks.
Conflicts of Interest
As CommerceHub personnel, you must act at all times in the Company’s best interest and use your best efforts to avoid any actual or apparent conflict of interest.
A “conflict of interest” may exist whenever an individual’s personal interests interfere or conflict in any material way with the interests of the Company. For example, a conflict exists when an employee or other personnel has personal interests that make it difficult to perform his or her work objectively and effectively. Conflicts also exist when an employee or other personnel, or a member of such person’s family, receives an improper personal benefit as a result of the individual’s position or affiliation with the Company, regardless of whether the benefit comes from the Company or a third party.
Loans to, or guarantees of obligations owed by, personnel or their family members from the Company, customers, vendors or any other person doing business with or for CommerceHub, in addition to other situations involving loans, may create conflicts of interest and, in some cases, may be prohibited by law.
Any situation that involves an actual or potential conflict of interest must be promptly reported to the Company’s General Counsel, or through another of the reporting mechanisms described above.
Reporting an apparent conflict that you face is the best way to avoid violating the Code. Actions fully disclosed in advance and approved by the Company’s General Counsel will not be deemed to violate the Code.
All CommerceHub personnel have a duty to the Company to advance its legitimate business interests. This duty requires, among other things, that no personnel take for his or her personal benefit (or direct to a third party) a business opportunity relating to CommerceHub’s actual or potential lines of business that is discovered through the individual’s position or affiliation with the Company or use of CommerceHub property or information, unless the Company has already been offered the opportunity and the Company’s General Counsel has expressly stated in writing that the Company has chosen not to pursue the opportunity. In addition, all current CommerceHub personnel have a duty not to enter into any business that competes with the Company.
It may be difficult, on occasion, to determine what opportunities properly belong to the Company and when an activity is for one’s own benefit, instead of for the Company’s benefit. Also, some activities might result in both personal and Company benefits. In any of these cases, you should refer your questions to the Company’s General Counsel prior to taking any action.
Payments, Gifts, Meals and Entertainment
As CommerceHub personnel, you must not offer, give, solicit or accept any form of bribe, payoff, unlawful gratuity or kickback to or from any person. In addition to being a violation of the Code, such conduct might subject you, any other involved individuals and the Company to criminal penalties under applicable anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and the United Kingdom’s Bribery Act 2010 (the “UK Bribery Act”).
The Company strictly prohibits illegal payments to government officials. With respect to foreign activities, the FCPA prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates for, among other reasons, the purpose of obtaining or retaining business. You must also abide by the laws of any foreign jurisdictions in which we operate, such as the UK Bribery Act, which imposes similar and additional restrictions on payments to governmental officials as well as non-government officials.
The exchange of reasonable gifts, meals and entertainment are often an appropriate way to strengthen relationships with those with whom CommerceHub does business. CommerceHub personnel may generally give or accept gifts, meals or entertainment that are reasonable in value, infrequent and related to a legitimate business interest, so long as doing so complies with applicable laws and does not violate any applicable Company policy, including those set forth in CommerceHub’s employee handbooks and the Company’s Corporate Travel and Expense Policy (which is available on the Company’s intranet). However, you should refrain from giving or receiving gifts, meals or entertainment in circumstances that might give rise to an actual or apparent conflict of interest. To be clear, no gift, meal or entertainment should be accepted or provided if it will obligate or appear to obligate the person who receives it.
There are strict and complex rules that govern the exchange of gifts, meals or entertainment with government officials or their family members. To ensure that the Company complies with applicable laws, you must seek pre-approval from the Company’s General Counsel before offering anything of value to a government official or his/her family member.
If you are unsure about giving, soliciting or accepting any payment, gift, meal or entertainment, you should contact the Company’s General Counsel for advice.
Expenses and Reimbursement
The Company reimburses personnel for business-related expenses incurred on behalf of the Company. Personnel are responsible for understanding and complying with the Company’s Corporate Travel and Expense Policy. Failure to limit spending, failure to follow expense reporting procedures and an expense approver’s failure to review submitted expenses and apply the Company’s Corporate Travel and Expense Policy are all violations of the Code that may result in disciplinary action, up to and including termination of employment.
Confidential or Proprietary Information
As CommerceHub personnel, you must maintain the confidentiality of confidential or proprietary information belonging to CommerceHub, except when disclosure is authorized by the Company, is required by applicable laws or is to government agencies authorized to regulate the Company. Confidential or proprietary information includes, for example and without limitation, non-public information that, if disclosed, might be of use to a competitor of CommerceHub or may otherwise be harmful to the Company or its customers. You must not use any confidential information you obtain in the course of your employment with the Company to benefit yourself, a friend or a family member during or after your employment with the Company.
As CommerceHub personnel, you must properly label and carefully handle confidential and proprietary information, and you must secure it when not in use. You must comply with laws and other legal requirements governing rights to and protection of all patents, copyrights, trademarks, trade secrets and other forms of intellectual property owned by the Company and other parties. You must use software and information only in accordance with applicable licenses or other rights of use.
Pursuant to 18 U.S.C. § 1833(b), you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of CommerceHub that is made (i) (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by CommerceHub for reporting a suspected violation of law, you may disclose a trade secret to your attorney and use the trade secret information in the court proceeding if you file any document containing the trade secret under seal and you do not otherwise disclose the trade secret except pursuant to court order. Nothing in this policy, any other policy of CommerceHub or agreement between you and CommerceHub is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such statute.
Nothing in this policy shall preclude you from (i) filing a charge with, (ii) participating in any investigation or proceeding conducted by or (iii) making truthful statements that are required by applicable law, regulation or legal process or that relate to workplace discrimination, harassment or retaliation claims where such statements are made to, in each case, law enforcement, the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, any other federal, state or local governmental agency charged with enforcement of any law or dispensing public benefits. You retain the right to participate in any such action or proceeding, and such participation can be initiated by you or in response to any such action or proceeding and is not limited by any confidentiality obligation under this policy.
If you have any questions about information that might be confidential or proprietary, or about applicable legal or contractual requirements, including protections applicable to any form of intellectual property, you should contact the Company’s General Counsel for advice.
It is important that we properly maintain Company records, including by following guidelines set forth in any records retention policies adopted by the Company from time to time. If you believe that your documents are or could be relevant to anticipated or pending litigation, or to an investigation or audit, you must not destroy or discard them. If you are notified by the Company to maintain Company records, you must comply with such notice.
Protection and Proper Use of the Company’s Assets
You must protect CommerceHub’s assets and use your best efforts to ensure their proper and efficient use. Company assets should be used for legitimate business purposes only. Theft of property and other Company resources, carelessness and waste all have an effect on other CommerceHub personnel, the Company’s finances and the Company’s investors.
The Company may authorize limited personal use of certain Company resources, provided that the use does not interfere with the Company’s business and complies with the Code, Company policies and applicable laws. For example, the Company permits personnel to make occasional personal use of its internet access, provided the use does not involve vulgar, obscene, threatening, intimidating or harassing content that would violate the Company’s policy against Prohibited Discrimination, Harassment & Retaliation in CommerceHub’s employee handbooks.
If you have any question about whether your use of any Company property or other resources is permitted, you should contact the Company’s General Counsel.
Compliance with Laws and Regulatory Requirements
You must respect and comply with the laws, rules and regulations that apply to CommerceHub, including, but not limited to the laws, rules and regulations of the United States and of the states, counties, cities, other countries and other jurisdictions in which the Company conducts its business.
Accuracy of Records and Financial Reporting
All CommerceHub personnel have a duty to ensure that the Company’s financial books, records, accounts and financial statements accurately reflect transactions and events. CommerceHub is subject to extensive and complex accounting requirements. All of the Company’s books, records, accounts and financial statements should be maintained in reasonable detail, appropriately reflect the Company’s transactions and conform both to applicable legal requirements and to the Company’s system of internal controls.
No personnel should take any action intended to influence the Company’s auditors in an improper manner or influence an audit of the Company’s financial statements.
All personnel involved in the Company’s financial reporting process should be familiar with, and should comply with, the Company’s financial and accounting controls and procedures, including the Company’s internal control over financial reporting, in each case to the extent relevant to the individual’s responsibilities, so that the Company’s financial reports are accurate in all material respects.
All personnel must certify their understanding of, and intent to comply with, the Code upon request by CommerceHub.
Effectiveness and Amendment, Modification and Waiver
The Code, as amended from time to time, will be posted on the Company’s intranet. Any approval under the Code may be given in writing, including by email or other electronic transmission, provided that evidence thereof is maintained by the individuals to whom such approvals are granted. Nothing in the Code constitutes an employment contract or other legally binding agreement between CommerceHub and any personnel or other person or entity. Similarly, no person or entity may be a third-party beneficiary of the Code.
Adopted July 20, 2016
Amended December 5, 2016
Amended August 23, 2017
Amended September 6, 2018
Amended July 21, 2021
Amended September 9, 2022