Code of Business Conduct & Ethics

SOC 2 Criteria: CC1.1, CC1.4, CC1.5, CC2.2, CC5.3

Keywords: Ethical Behavior, Safety, Harassment, Disciplinary Action, Law Enforcement

Bramble Group Corp. ("Bramble”, “we”, “our”) is committed to the highest standards of legal and ethical business conduct and has long operated its business consistent with written operating principles and policies that reinforce this commitment. This Code of Business Conduct and Ethics (this “Code”) adopted by Bramble’s Board of Directors (the “Board”), summarizes the ethical standards for all directors, officers, employees and contractors of Bramble (“Team Members”) and is a reminder of the seriousness of our commitment to our values. Compliance with this Code is mandatory for every Team Member. In addition to this Code, Team Members are subject to and must comply with other policies and programs of Bramble, as applicable.

Purpose

The Bramble Code of Conduct (“Code”) is built around our belief that everything we do will be measured against the highest possible standards of ethical business conduct. Our commitment to high standards helps us hire great people, build great products, and attract loyal customers.

Introduction

Our business is complex in terms of the geographies and cultures in which we function and the laws with which we must comply. To help Team Members understand what is expected of them and to carry out their responsibilities, we have created this Code. Responsibility for overseeing adherence to this Code shall rest with Bramble’s legal counsel.

This Code is not intended to be a comprehensive guide to all of our policies or to all responsibilities under law or regulation. All Team Members are expected to be familiar with applicable laws and regulations in their area of operation, and Bramble expressly prohibits any activity by Team Members that violates any applicable law or regulation. This Code is a guideline, or a minimum requirement, that must always be followed.

We expect each Team Member to read and become familiar with the ethical standards described in this Code. Violations of the law, our corporate policies, or this Code may result in disciplinary action, including dismissal.

Key Corporate Values

Bramble values and wishes to hold its Team Members to a code of conduct that seeks alignment with the following key corporate values:

Collaboration & Transparency

Collaboration is one of the Company’s core values. It encompasses kindness, respect, positive intent, and fostering a supportive environment among other key beliefs. Collaboration means that we value people equally, regardless of their seniority level in the Company, race, religion, ethnic background, gender or other personal attributes such as age, physical appearance and so on. People are to be treated with dignity, kindness and common courtesy.

Collaboration also pertains to truthfulness and transparency of motives. By being transparent, we reduce the threshold to contribution and make collaboration easier. We want to be truthful always, but most so when the other party needs to know the truth, regardless of how it may disadvantage us. We wish to be upfront about the motives that drive our goals, strategies, and behaviors.

Results, Efficiency & Iteration

Bramble strives do what we promised to each other, our customers, users and investors. We reward, recognize and celebrate superior performance across all business disciplines. We want to excel and be the best at what we do. We will continually raise the bar on ourselves and communicate explicitly with our operating units and our employees on their performance.

We not only focus on Bramble’s results but our customers’ results. Our customers are the people who buy and use our products and services. We would not be here without our customers, we would not be a business without our customers, and we could not continue to exist without our customers.

Our daily choices must center on what’s best in the aggregate for our collective group of customers. We care about working on the right things, not doing more than needed, and not duplicating work.

We endeavor to have a culture of iteration, one that is invested in continually improving our abilities to execute our stated strategies in all disciplines, in contrast to a culture that obsesses more with strategy, than execution. When we take smaller steps, ship smaller and start with simpler features, we get feedback sooner.

Diversity, Inclusion and Belonging

Diversity, inclusion and belonging are principles fundamental to the success of Bramble. We aim to make a significant impact in our efforts to foster an environment where everyone can thrive. We actively chose to build and institutionalize a culture that is inclusive and supports all Team Members equally in the process of achieving their professional goals. We also work to make everyone feel welcome and to increase the participation of underrepresented minorities and nationalities in our community and company.

Bramble is committed to creating a discrimination-free work environment, and each Team Member is expected to create a respectful workplace culture that is free of harassment, intimidation, bias and unlawful discrimination. We strive to make all employment decisions based on a principle of mutual respect and dignity consistent with applicable laws.

Who must follow the Code?

We expect all employees to know and follow the Code. Failure to do so can result in disciplinary action, up to and including termination of employment. We also expect our contractors, consultants, and others who may be temporarily assigned to perform work or services for Bramble to follow the Code when they work with us. Failure of a Bramble contractor, consultant, or other service provider to follow the Code can result in termination of their relationship with Bramble.

Who to ask about the Code?

If you have a question or concern about the Code, be proactive and contact your manager. You can also submit a question or raise a concern regarding a suspected violation of our Code (or any other Bramble policy) to your manager.

No Retaliation

Bramble prohibits retaliation against anyone who reports, or participates in an investigation of, a possible violation of our Code, our policies, or the law. Please contact a member of senior management if you believe that you are the subject of retaliation within Bramble.

Code of Conduct

As a Bramble employee, you’re expected to be honest, act ethically, and demonstrate integrity in all situations. You have a duty to follow policies and procedures found in this Code of Conduct, as well as those that are specific to your job. You must also comply with all laws that apply to our business. Most of the time, common sense and good judgment provide excellent guideposts. If you’re unsure about the right thing to do, ask someone on the management team.

Before you act, ask yourself:

Is this the right thing to do?
Is it legal?
Do I have the authority to act?
Does the action comply with the Code of Conduct and policies and procedures?
If this action became public, how would it look in the news media?
Would I be upset or embarrassed if other people found out about this action?

If your answer to any of these questions raises doubts, talk with your supervisor, anyone in management, or the Bramble Compliance Officer. If you’re a supervisor or a manager, you’re responsible for knowing the rules and reviewing the Code of Conduct with the people who report to you to make sure they’re familiar with its contents. You’re also responsible for preventing violations of the Code, as well as detecting violations that may occur and reporting them appropriately.

You’re expected to:

Lead with integrity.
Encourage employees to ask questions and expand their knowledge of the rules.
Demonstrate integrity by acting promptly and effectively when necessary.
Educate employees on compliance policies specific to their job responsibilities.

Quality Work Environment

We are committed to a supportive work environment, where our employees have the opportunity to reach their fullest potential. Members of our Bramble team are expected to do their utmost to create a workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination. Please read the Employee Handbook for greater detail about how we should conduct ourselves at work.

Equal opportunity employment

Employment at Bramble 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 reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.

Harassment, discrimination, and bullying

Bramble strictly prohibits discrimination, harassment, and bullying in any form – verbal, physical, or visual. If you believe that you’ve been bullied or harassed by anyone at Bramble, or anyone connected to Bramble (such as a partner or vendor), please immediately report the incident to your manager or the HR team. HR will promptly and thoroughly investigate any complaints and take appropriate action.

Drugs and alcohol

Substance abuse is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is allowed at our office on special occasions, but we ask everyone to use good judgment and never drink in a way that: (i) leads to impaired performance or inappropriate behavior, (ii) endangers the safety of others, or (iii) violates the law. Illegal drugs in our offices or at work-related events are strictly prohibited.

Safe workplace

We are committed to a violence-free work environment. We will not tolerate any level of violence or the threat of violence in the workplace. No one should bring a weapon to work under any circumstances. If you become aware of a violation of this policy, report it to a member of senior management immediately.

Dealings with Partners, Suppliers and Competitors

Team Members shall select and deal with suppliers, customers, partners and other persons doing or seeking to do business with Bramble in an impartial manner, without favor or preference based upon any considerations other than the best interests of Bramble. Team Members shall not seek or accept, directly or indirectly, any payments, fees, services, or loans from any person or business entity that does or seeks to do business with Bramble. This does not, however, prohibit a Team Member from receiving compensation for outside services that Bramble permits such person to render, when such outside services will not affect the impartial discharge of such person’s duties or obligations to Bramble. In the absence of prior Bramble approval, with regard to any person or business entity that does or seeks to do business with Bramble, Team Members shall not seek or accept for themselves, or any member of their families, any gifts, entertainment, or other favors of a character that goes beyond common courtesies consistent with ethical and accepted business practices and are consistent with our internal policies.

Avoid conflicts of interest

As Bramble employees, we should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict of interest, especially if it would create an incentive for you or present the appearance of an incentive for you, (whether directly or indirectly).

Here is list of areas where conflicts of interest often arise:

Personal investments (e.g. with competitors)
Outside employment, advisory roles, and board seats
Business opportunities found through your work at Bramble
Inventions influenced by your work at Bramble
Business opportunities involving friends and relatives
Acceptance of gifts, entertainment, and other business courtesies

If you are unsure if there is a conflict of interest, contact the Compliance or Legal teams to discuss.

Preserve confidentiality

Throughout its lifecycle, all nonpublic information that is processed, transmitted, and/ or stored by Bramble must be protected in a manner that is consistent with our contractual and legal requirements and reasonable and appropriate for the level of sensitivity, value, and risk associated with Nonpublic information (please see the Data Classification Policy). Information that contains data elements from multiple classifications must be protected at the highest level of information represented. For example, a document that contains Nonpublic and Public information must be treated as Nonpublic information. Nonpublic information must be secured against disclosure, modification, and access by unauthorized individuals. Therefore, the information must be:

Secured at rest; and
Secured in transit; and
Securely destroyed in accordance with record retention policies and procedures.

Information Security

You’re responsible for using Bramble’s computer resources properly – especially with regard to information security – and you need to be thoroughly familiar with Bramble’s Information Security policies and procedures.

These steps can go a long way in preventing unauthorized access:

Never share your login information.
Lock your workstation when you step away.
Log off your workstation when you leave for the day.
Clear your workstation, waste can, printers and fax machines of sensitive information, such as PII or company-sensitive information.

Protect Bramble’s Assets

Intellectual property

Bramble’s intellectual property rights (e.g. patents, trademarks, copyrights, trade secrets, and “know-how”) are valuable assets. Unauthorized use can lead to their loss or serious loss of value. You must comply with all intellectual property laws, including laws governing the fair use of copyrights and trademarks. You must never use Bramble’s trademarks or other protected information or property for any business or commercial venture without pre-clearance from the Marketing team. Report any suspected misuse of trademarks or other Bramble intellectual property to the Legal or compliance team.

Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Bramble and you to criminal and civil fines and penalties. Seek advice from the Legal team before you solicit, accept, or use proprietary information from individuals outside the company or allow them obtain access to Bramble proprietary information. You should also check with the Legal team if developing a product feature that uses content not belonging to Bramble.

Company Equipment

In the absence of prior Bramble approval, assets of Bramble should be used for legitimate business purposes and for personal purposes only to the extent allowed by Bramble policy. All Team Members have an obligation to use Bramble property efficiently and to report any theft or damage to Bramble property to appropriate Bramble management personnel.

By using any Bramble electronic equipment or systems or by accessing the Internet or any Bramble computer equipment or systems, a Team Member acknowledges that he or she represents Bramble and agrees to comply with our Internal Acceptable Use Policy. The Internal Acceptable Use Policy specifies requirements related to the use of Bramble computing resources and data assets by Team Members so as to protect Bramble and its customers, Team Members, contractors, and other partners from harm caused by both deliberate and inadvertent misuse.

Bramble gives us the tools and equipment that we need to do our jobs effectively, but counts on us to be responsible and not wasteful. Uncertain whether personal use of company assets is okay? Ask your manager.

The Network

Bramble’s network, software, and computing hardware are a critical aspect of our company’s physical property and intellectual property. Follow all security policies diligently. If you have any reason to believe that our network security has been violated – for example, you lose your laptop or think that your network password may have been compromised – promptly report the incident to your manager.

Physical Security

Bad actors may steal company assets. Always secure your laptop, important equipment, and your personal belongings, even while on company premises. Promptly report any suspicious activity to your manager.

Ensure financial integrity and responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. Each person at Bramble has a role in making sure that money is appropriately spent, our financial records are complete and accurate, and internal controls are honored. This is applicable every time that we hire a new vendor, expense something to Bramble, or sign a new business contract.

It’s important that we also keep records for an appropriate length of time. Bramble’s Data Retention Policy suggests minimum record retention periods for certain types of records. These guidelines help keep in mind applicable legal requirements, accounting rules, and other external requirements. Contractual obligations may sometimes specify longer retention periods for certain types of records. In addition, if you are asked by the Legal team to retain records relevant to a litigation, audit, or investigation, do so until Legal tells you that retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact the Compliance or Legal teams.

Obey the law

Bramble takes its responsibilities to comply with laws very seriously. Every employee is expected to comply with applicable legal requirements and restrictions. You should understand the laws and regulations that apply to your work. Contact the Compliance or Legal teams if you have any questions.

Policy Compliance

Compliance Measurement

The Compliance team will verify compliance with this Code through various methods (e.g. periodic manager reviews, tool reports, internal and external audits, and employee feedback).

Exceptions

Any exception to this Code must be approved by the Compliance team in writing.

Non-Compliance

Any employee who violates this Code may be subject to disciplinary action, up to and including termination of employment in addition to any civil and criminal liability.

Your Annual Acknowledgment of the Code of Conduct

Once each year, as a condition of your employment, you’re required to acknowledge that you have received the Code of Conduct and understand its rules. New employees will sign an acknowledgment when they start with the company. Basically, your annual acknowledgment confirms that:

You’ve reviewed the Code of Conduct and you are required to comply with the Code of Conduct; you will comply with the compliance policies and procedures, as well as policies and procedures related to your job responsibilities;

You will report any questions or concerns about suspected or actual violations of the Code to your supervisor, anyone in management or Bramble’s Compliance Officer,
To the best of your knowledge, you haven’t acted contrary to the Code of Conduct You have reported any potential conflicts of interest to the Compliance Department.