Legal & Privacy

Privacy Policy
Employee Code of Conduct & Ethics
Whistleblower
Supplier Code of Conduct
Supplier Diversity Policy
Anti-Bribery & Corruption
Privacy Policy

Last updated: January 04, 2021

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy. This Privacy Policy has been created with the help of Privacy Policy Generator.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions.

The following definitions shall have the same meaning regardless of whether they appear in
singular or in plural.

Definitions

For the purposes of this Privacy Policy:

• ‘You’, ‘Your’ or ‘User’ means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

• Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Policy) refers to cleareye.ai Inc, having its registered office at 530 Technology Drive Irvine, CA 92618.

• Affiliate means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities such that it enables the entity to vote for election of directors or other managing authority.

• Account means a unique account created for You to access our Service or parts of our Service.

• Website refers to cleareye.ai, accessible at https://cleareye.ai

• Service refers to the online service provided by the Company through our Website.

• Service Provider means any natural or legal person who processes data on behalf of the Company. It refers to third-party companies or individuals contracted or employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.

• Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.

• Personal Data is any information that relates to an identified or identifiable individual.

• Cookies are small files that are placed on Your computer, mobile device or any other device, containing the details of Your browsing history on that website among its many uses, and can be recalled by a web server in the domain that placed the cookie.

• Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

Collecting and Using Your Personal Data

Types of Data Collected

Personal Data

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
• Email address
• First name and last name
• Phone number
• Address, State, Province, ZIP/Postal code, City
• Usage Data

Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device’s Internet Protocol address (i.e. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

We request You to not to send any confidential, sensitive or proprietary information except for any personally identifiable information that we agree to keep confidential as provided in our Privacy Policy. Any material, including, but not limited to any feedback, comments, suggestions, ideas or the like, which You send to us will be treated as being non-confidential, non-sensitive and nonproprietary. We assume no obligation to protect confidential,
sensitive or proprietary information (other than personally identifiable information) from such disclosures.

Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service.

You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service.

Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser.

We use both session and persistent Cookies for the purposes set out below:
Necessary / Essential Cookies
Type: Session Cookies
Administered by: Us
Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.

Cookies Policy / Notice Acceptance Cookies
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies identify if users have accepted the use of cookies on the Website.

Functionality Cookies
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering Your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter Your preferences every time You use the Website.

For more information about the cookies we use and Your choices regarding cookies, please visit our Cookies Policy.

Use of Your Personal Data

The User hereby agrees and irrevocably authorizes the Company to use its Personal Data for the following purposes:
• To help us provide and maintain our Service, including to monitor the usage of our Services. The Company is entitled to use for its own purpose, any data or/and information supplied by the User in connection with this Agreement, and/or pass on such information to any other associated companies or selected third parties.
• To help You manage Your Account: The Personal Data that You provide us with can give You access to different functionalities of the Service that are available to You as a registered user and will enable us to help You manage Your registration as a user of the service.
• For the performance of a contract: We may use Your data for the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or for any other contract executed with Us through Our Services.
• To contact You via email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including security updates whenever deemed necessary
• To provide You with news, special offers and general information about other goods, services and events which We offer that are similar to those that You have already purchased or enquired about unless You have opted to not to receive such information.
• To manage Your requests: i.e. to attend and manage Your requests to Us.

Sharing and Disclosure

We do not share Your personal information with others except as indicated within this policy. We may share Your personal information in the following situations:

• With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of Our Service, to show advertisements to You so as to help support and maintain Our Service, to contact You, to advertise on third party websites to You after You have visited our website, or for payment processing. We
do not authorize Service Providers to use or disclose Your personal information except in connection with providing their services on Our behalf to You.
• For Business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of our business to another company.
• With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under Our common control.
• With Business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
• With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third Party Social Media Service, Your contacts on the Third-Party Social Media Service may be able to view Your name, profile, pictures and description of Your activity. Similarly,
other users may also be able to view descriptions of Your activity, communicate with
You and view Your profile.

Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

Transfer of Your Personal Data

Your information, including Your Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

Your use of this site, Our Service, or Your submission of such information represents Your consent and agreement to this transfer, processing and storage of Your information as well as Your consent to this Privacy Policy.

The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and it shall also take reasonable steps to ensure that no transfer of Your Personal Data will take place to any organization or country, unless there are adequate controls in place, including the security of Your data and other personal information.

Disclosure of Your Personal Data

Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide a notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

Law enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law, or in response to valid requests made by public authorities (e.g. a court or a government agency).

Other legal requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
• Comply with any existing or other legal obligations.
• Protect and defend the rights or the properties of the Company.
• Prevent or investigate the possible wrongdoings in connection with the Services offered by the Company
• Protect the personal safety of the Users of its Service or the public
• Protect itself against any legal liability

Security of Your Personal Data

The security of Your Personal Data is important to Us however, it is pertinent to note that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security. Where We have given You (or where You have chosen) a password so that You can access certain areas of our Service, You are responsible for keeping this password confidential.

You acknowledge that you are disclosing Personal Information voluntarily and any personally identifiable information provided by You will not be considered as sensitive if it is freely available and / or accessible in the public domain like any comments, messages, blogs, scribbles available on social platforms such as Facebook, Twitter etc. Any posted/uploaded/conveyed/communicated by users on the public sections of the Sites
becomes published content and is not considered personally identifiable information subject to this Policy.

Children’s Privacy

Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We, in due course, realize that We have collected Personal Data from anyone under the age of 13 without parental consent, We undertake to take required steps in order
to remove that information from Our servers.

We may also limit how We collect, use, and store some of the information of our Users between the ages of 13 to 18. In some cases, this means that We will be unable to provide certain functionality of the Services provided by us to these Users.

If Your country requires You to obtain consent from Your parent as a legal essential for Our Company to process Your information, such consent may be requested by Us before enabling You to use Our Services.

Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be taken directly to that third party’s site which is governed by its own privacy notice. We are not responsible for the availability, content or accuracy or privacy practices of other websites, services or goods that may be linked to, or advertised on, Our website.

Where this Site contains hyperlinks to websites operated by third parties, these linked websites are not under the control of the Company and the Company is not responsible for the contents of any linked website. The Company provides these hyperlinks to You for convenience only and the inclusion of any link does not imply any endorsement of the linked website. You link to any such website entirely at Your own risk.

Our Company will not be liable for any damages of any kind, whatsoever, arising out of or relating to the use of such third party links and its content or links, including but not limited to damages caused by or related to errors, omissions, interruptions, defects, delay in operation or transmission, computer virus, line failure and all other direct, indirect, special, incidental, punitive, loss of profit, exemplary or consequential damages whether based on warranty, contract, tort or any other legal theory including Force Majeure, and whether or not, such organizations or entities were intimated or advised of the possibility of such damages. You agree to, at all times, defend, indemnify, protect, save, and hold harmless, our Company and/ or its associates, subsidiaries, its officers, directors, employees, affiliates, licensees, business partners and agents, from and against any claims, actions or demands,
including without limitation reasonable legal and accounting fees, alleging or resulting from Your use of any such third party links.

Our Site may also contain third party advertisements which contain embedded hyperlinks to websites operated by third parties. All third party advertising is paid for by the relevant third party advertiser, which You can accept by linking to the third party advertisers and are not Our recommendations or endorsements. The third party advertiser is solely responsible for any representations or offers made by it and for the delivery of goods or services You agree to purchase from the third party website.

Changes to this Privacy Policy

We may update our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, You can contact us:
• By email: contact@cleareye.ai
• By visiting this page on our website: https://cleareye.ai/contact/

Employee Code of Conduct & Ethics

Introduction
cleareye.ai expects all representatives of the Company and its subsidiaries to act with the highest standards of personal and professional integrity in all aspects of their activities and to comply with all applicable laws, rules, regulations, and Company policies and procedures.
The Code is designed to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
• Compliance with applicable governmental laws, rules and regulations
• Prompt reporting to the appropriate person of violations of laws, rules, regulations, this Code and other Company policies
• Accountability for adherence to this Code.

Scope
This policy applies to all our employees (permanent, direct contract & indirect contract) regardless of employment agreement or rank.

Code of Conduct Section
1. Personal and Professional Integrity: All employees of Clearye.ai must act with honesty, integrity, and openness in all their dealings as representatives of the Company. The Company promotes a working environment that values respect, fairness, and integrity.
Each person must:

• Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests.
• Observe all applicable governmental laws, rules and regulations.
• Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in the maintenance of a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data.
• Comply with policies and procedures established by the Company, including policy manuals, procedure manuals, safety manuals and employee handbooks.
• Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.
• Deal fairly with the Company’s customers, suppliers, competitors and employees.
• Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
• Protect the assets of the Company and ensure their proper use.
• Refrain from taking for themselves personal opportunities that are discovered using corporate assets or using corporate assets, information or position for general personal gain outside the scope of employment with the Company.

2. Conflict of Interest: cleareye.ai expects that employees perform their duties conscientiously, honestly, and in accordance with the best interests of the Company. Employees are expected to avoid situations that might involve a conflict between their personal interests and the interests of the Company. If employees’ sense that a course of action they have pursued, are presently pursuing, or are contemplating pursuing, may involve them in a conflict of interest with their employer, they should immediately communicate all the facts to their superior.

3. Corruption: cleareye.ai discourages employees from accepting gifts from current and prospective customers or partners. We prohibit briberies for the benefit of any external or internal party.

4. Collaboration and Communication: Employees should be empathetic and collaborative. All employees must be open for communication with their colleagues, supervisor, or team member.

5. Equal Working Conditions: The Companies shall ensure equal employment conditions for all their employees. Employees shall be treated with respect, dignity and fairness. Decisions regarding employees shall only be made on grounds of professional and objective eligibility and individual merit. No employee shall be treated differently because of ethnicity, gender, religion, sexual orientation, or other personal characteristics protected by law.

6. Personal Appearance: All employees must adhere to the corporate dress code as mentioned in the Employee Handbook.

7. Absenteeism and Tardiness: Employees should follow their schedules. We expect our employees to be punctual when coming to and leaving from work.

8. Property of the Company: Employees who are given access to any property should ensure that is properly used for the purpose of conducting the Company’s business. Misuse of the property for personal use is strictly prohibited.

9. Proprietary and Confidential Information: Employees must retain in strictest confidence, and use solely for the benefit of the Company, all proprietary and confidential information relating to the Company that they acquire, directly or indirectly, in connection with their employment or association with the Company. Proprietary or confidential information about the Company may not be disclosed to anyone outside the Company without specific authorization. This particularly includes information concerning the Company’s proprietary technology, inventions, software, any improvements of the foregoing, non-public business plans and strategies, nonpublic information relating to sales, prospective sales or customers, or financial information.

Reporting of Violations
Every employee, supplier, business partner, client or any other person connected to the Company should always promptly report possible violations of the Code or of the law. If an employee of a Company becomes aware of a situation which might lead to, or could already constitute, a violation of the code, he/she has the duty to contact the responsible authority. If a situation arises where it is unclear whether there actually is a violation of the Code, it is always appropriate to inform the office of the Chief Operating Officer or any member of the Board of Directors, so the situation can be assessed. The report can be made online, via e-mail, phone, or in a personal meeting with the respective responsible authority. The provided information will be kept confidential and only used to resolve the situation. Every reported possible violation will be investigated promptly and duly.

Disciplinary Actions
Once a complaint has been placed, the authorities in charge will initially analyse it and he/she may meet privately with the applicant to understand the facts surrounding the issue. Following a fact-finding phase, an investigative meeting could be held with the employee alleged of the violation, to further ascertain the facts and receive observations. The decision should be issued in writing (date and signed), indicating a summary of the facts, reference to the specific violation and motivations. The disciplinary action will vary depending on the violation:

• Verbal Warning
• Corrective Actions/Counselling
• Official written reprimand
• Disciplinary meeting with appropriate manager
• Final written warning
• Detraction of benefits
• Indefinite suspension or demotion
• Termination

Whistleblower

Purpose

At cleareye.ai, we are committed to the highest levels of ethics and integrity across all business units. The purpose of this policy is to encourage Board of Directors, staff (paid and volunteer) and others including suppliers and vendors of cleareye.ai to report suspected or actual occurrence(s) of illegal, unethical, or inappropriate events (behaviors or practices) without retribution.

Scope

This policy applies to all the employees of cleareye.ai, including permanent, temporary and contractual(direct/indirect).

Wrongful conduct includes but are not limited to the following:

• Financial or non-financial malpractice – fraud, corruption, bribery, theft, money laundering
• Harassment, abuse and misinterpretation of power and authority
• Non-compliance with laws and regulation’s
• Any conduct that may be detrimental to the health and safety of an individual or the environment
• Discrimination based on age, religion, race, sexual orientation or disabilities
• Serious conflict of interest without disclosure
• Breach of cleareye.ai’s bylaws, policies or internal controls, including the Data Protection Policy

Definitions

• Employee: means any individual who was or is an employee of cleareye.ai whose status is permanent or contractual in nature on the date of commencement of their service in cleareye.ai, its venture partners or its subsidiaries or beneficiaries.
• Whistle-blowing Policy:It may be defined as the person raising the concern against any wrongdoing unethical or improper practice seen or observed. An employee of the company, contractor of the company or the vendor or any stake holder can be a whistle blower.
• Whistle-blower: A whistle-blower is an employee or a Director of the Company, on any vendor or internal or external stakeholder who reports incident(s) in relation to whistle blowing, which he or she has discretion to report anonymously or discreetly without his / her identity being revealed.
• Whistle Officer: means an officer who is nominated/ appointed to conduct detailed investigation of the disclosure received from the whistle blower and recommend disciplinary action.
• Whistle Committee: means a committee of persons who are nominated/appointed by the board of Directors, who in turn will conduct detailed investigation (directly or by way of an appointment of an Investigating officer or Officers) of the disclosure received from the whistle blower and recommend disciplinary action. The committee consists of:
  • Mariya George – President
  • Sarath Sasikumar – EVP & COO
  • Chandrasekhar Somasekhar – Chief Architect
• Subject: means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.

Guiding Principles

To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:

• Ensure that the Whistle blower and/or the person processing the Protected Disclosure is not victimized for doing so
• Treat victimization as a serious matter, including initiating disciplinary action on person/(s) indulging in victimization.
• Ensure complete confidentiality.
• Not attempt to conceal evidence of the Protected Disclosure.
• Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made
• Provide an opportunity of being heard to the persons involved especially to the subject.

Procedure for Reporting and Dealing with Disclosures

• Any employee, contractor, vendor, supplier or any other party who finds any unfair practice or malpractice may make a written disclosure of the same to the whistle blower committee via email to any one of the below members of the committee:
  • Mariya George – President – mariya@cleareye.ai
  • Sarath Sasikumar – EVP & COO – sarath@cleareye.ai
  • Chandrasekhar Somasekhar – Chief Architect – chandra@cleareye.ai
• Changes to this committee, as applicable, will be updated from time to time in this policy.
• If the employee is unwilling or unable to disclose in writing, he/she may approach the coordinator of the whistle blower committee directly or through his/her superior or any other employee.
• The coordinator shall prepare a written summary of the employee’s disclosure and the Whistle-blower officer/committee will take the necessary actions through investigations.
• The Whistle blower officer/committee shall have right to outline detailed procedure for an investigation.
• The committee or the said officer, shall have right to call for any information/document and examination of any employee of cleareye.ai or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.
• A report shall be prepared after completion of investigation and the committee shall consider the same. After considering the report, the committee shall determine the cause of action and may order for remedies as they deem fit.

Management Actions on False Disclosures

An employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct shall be subject to disciplinary action, up to and including termination of employment, in accordance with cleareye.ai’s rules, policies and procedures. Further this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure made by him and for legitimate reasons or cause under cleareye.ai’s rules and policies.

Confidentiality

cleareye.ai will treat all disclosures in a confidential and sensitive manner.  The identity of the individual making the allegation will be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may require the individual making the disclosure to provide a statement as evidence.

Appeal / Escalations

• In case the aggrieved employee is not satisfied with the action taken by the Whistle Officer or Committee he / she may prefer an appeal to the COO or any member from the Board of Directors. The direction so passed by the COO or Board of Directors shall be final and binding.
• In case the Committee does not acknowledge the Complaint so made by the Complainant within 7 (seven) working days, he / she may escalate the Complaint to the COO or Board of Directors In case of such escalation, the COO or Board of Directors shall remand the Complaint to the Committee to attend to it immediately and report its closure to the COO or Board of Directors.

Supplier Code of Conduct

Introduction
These policies provide guidance on how to comply with cleareye.ai’s Code of Conduct, Anti-bribery and Corruption, and Gifts and Entertainment requirements while working with cleareye.ai, its Third Parties, and customers. Supplier’s actions and practices also reflect on cleareye.ai. Therefore, the company chooses Suppliers carefully based on merit and a due diligence process. cleareye.ai expects Suppliers to comply with legal requirements and to act in a manner that is consistent with cleareye.ai’s values. This Supplier Code of Conduct (“Supplier Code of Conduct”) defines cleareye.ai’s minimum requirements for our Suppliers concerning their responsibilities towards cleareye.ai and its stakeholders, societies and the environment. cleareye.ai is committed to maintaining long-term relationships with our Suppliers where they contribute continued business value. If deviations are discovered, cleareye.ai is committed to work with Suppliers on remedies through capacity building, education, and training. Continued, severe and/or wilful non-conformance are grounds for contract termination.

Scope
The Supplier Code of Conduct is applicable to all cleareye.ai suppliers (contractors, vendors, consultants, agents and other providers of materials and services) including their parent organisation, subsidiary or associated entities and to all personnel (permanent, temporary, contract and migrant workers) employed by or engaged to provide services by the suppliers.

Compliance with laws
Suppliers shall comply fully with all laws and regulations applicable to them.

Environmental Sustainability
cleareye.ai must contribute to ecologically sustainable development. We identify which areas within our operations that have a negative impact on the environment, and we work actively and systematically to reduce negative environmental impact according to our environmental policy. We always strive to use resources as wisely and efficiently as possible.
We expect our suppliers to take their responsibility in these matters and be able to demonstrate active internal environmental work and knowledge and control over their environmental impact, preferably through a certified environmental management system and a formulated environmental policy. The supplier must comply with current environmental laws and regulations and continuously work with environmental improvement measures in its operations.

Human Rights and Social Sustainability
• Legal contract for workers
Workers should have legal contracts. Suppliers should establish recognized employment relationships with their workers that are in accordance with their national law and good practice. Suppliers should not do anything to avoid providing workers with their legal or contractual rights.
• Health & Safety
A safe and hygienic working environment should be provided with an awareness of any industry-specific hazards. Relevant training should be provided to employees.
• Non-Discrimination
Suppliers shall not discriminate in hiring and in employment practices on the basis of gender, race, colour, religion, sexual orientation, age, physical ability, political opinion, nationality, social or ethnic origin, union membership. Suppliers shall always treat their employees and workers with fairness, respect and dignity, guaranteeing equal opportunities to all; workers shall not be subject to physical, sexual or psychological abuse, harassment or threats in the workplace.
• Prevention of Forced Labour
Suppliers shall not use or benefit from any form of forced labour, exacted under the threat of penalty and for which the worker has not offered themselves voluntarily. Likewise, workers shall be free to withdraw from their employment contracts, in line with stipulated national legislation, without fear of retaliation or penalty. cleareye.ai requests Suppliers to not engage or take advantage in the use of forced or bonded labour, involuntary prison labour, slavery, or trafficking of persons. Workers shall not be forced to deposit documents, lodge deposits or security payments.
• Child Labour
Suppliers should adhere to local laws relating to the minimum working age and not engage in the employment of child labor, directly or indirectly. According to the International Labour Organization (ILO) minimum age convention (C138) of 1973, child labor refers to any work performed by children under the age of 12, non-light work done by children aged 12—14 and hazardous work done by children aged 15—17. Suppliers should also ensure that working hours for those of school age are not exceeding the maximum hours on a school day. In cases where child labor is found, programs should be in place to support the child into education
• Working Hours
Suppliers shall comply with all applicable national and international provisions of international labour standards and industry standards on working hours. In addition, Suppliers shall provide weekly rest periods, annual/ national holidays as well as any parental leave entitlements, sick/ medical leave or any other leave entitlements allowed by the applicable laws and relevant industry standards. Under no circumstances shall work weeks exceed the maximum permitted under applicable laws and regulations; overtime should be voluntary and not be demanded on a regular basis.
• Wages and Benefits
Suppliers shall comply with all applicable laws and collective agreements regarding wages and benefits. In addition to normal wages, workers must be paid for overtime hours at the rate specified in law or collective agreements and must receive benefits that meet legal requirements. In addition to the above, Suppliers shall ensure that their workers receive decent, regular and adequate wages.
• Privacy
Suppliers shall comply with all applicable laws on privacy and personal data processing, always respecting and protecting their workers’ privacy and their rights to their own personal data.
• Freedom of Association
Suppliers shall recognise the right of workers to join workers’ organisations and the right of these workers to collective bargaining if they choose. Likewise, Suppliers shall understand the importance of direct engagement between workers and management and promote open communication regarding working conditions without fear by workers of harassment, intimidation or reprisal. Suppliers shall acknowledge the right of freedom of speech to every worker.

Anti-Corruption and Anti-Bribery
cleareye.ai does not tolerate any form of corruption (bribery, kickbacks, fraud, etc.). cleareye.ai and its Suppliers must comply with all applicable international anti-corruption and anti-bribery laws and must have adequate policies and procedures in place to monitor compliance with such laws. cleareye.ai Suppliers are strictly prohibited from engaging in illegal payments or corrupt activities of any kind, including the offering or payment of bribes, kickbacks or facilitation payments on cleareye.ai’s behalf. Suppliers must understand when they are dealing with a government official and when any offer or payment would be legitimate or constitute a bribe. Suppliers must immediately report any suspected or actual corrupt activities to cleareye.ai.

Diversity and Inclusiveness
cleareye.ai embraces diversity and equal opportunity as fundamental principles and key components of its corporate strategy. We expect that all Suppliers will do the same. Suppliers must not engage in discrimination on any basis prohibited by applicable law, including, without limitation, race, color, religion, age, gender, pregnancy, sexual orientation, gender identity and expression, national origin, disability, marital status, citizenship status, veteran status or military status. Suppliers must not engage in such discrimination in any aspect of the employment relationship, including recruitment, promotion, and remuneration. cleareye.ai believes that building an inclusive supply chain makes an economic impact in the communities we serve while creating a competitive advantage and actively seek to provide opportunities to certified minority, women, veteran, service-disabled veteran, disability, and LGBT owned businesses. Suppliers are encouraged to support supplier diversity efforts by utilizing diverse businesses.

Ethics
We conduct ourselves in accordance with the highest ethical standards and in compliance with all applicable laws, always striving to be a respected corporate citizen worldwide. We work diligently to be a respected corporate citizen worldwide, and we expect similar from our suppliers.

• Suppliers will comply with all laws and regulations and act in accordance with all laws related to bribery and any other applicable local laws. Suppliers must never engage in any form of bribery to secure business on behalf of cleareye.ai or any other company. Suppliers must conduct business in accordance with all applicable anti-trust laws.
• Protection of our intellectual property (IP) is critical to the future of our company. Suppliers will implement measures to protect all IP provided during the course of our business transactions. Information should be treated as confidential and only be provided to Supplier’s employees on a “Need to Know” basis. Documents containing confidential information no longer needed by the Supplier to conduct business on behalf of cleareye.ai should be either returned to cleareye.ai or destroyed, as appropriate.
• Suppliers must comply with all applicable trade control laws and regulations in the import, export, re-export or transfer of goods and services (including software and technology). All invoices and any customs or similar documentation submitted to cleareye.ai or governmental authorities in connection with transactions involving cleareye.ai must accurately describe the goods and services provided and the price thereof.
• We do not encourage giving or receiving gifts. In rare cases when gifts or entertainment are provided, they need to be consistent with customary regional business practices, have a clear business purpose, cannot be perceived as a bribe or improper payment, are not offered to influence a business relationship improperly, do not violate applicable laws or ethical standards and would not embarrass the Supplier or cleareye.ai if publicly disclosed. Within our organization, employees may not accept any gifts. We ask our suppliers to help us meet our commitment to the highest ethical behavior’
• by not sending any gifts.

Monitoring
cleareye.ai has a responsibility to conduct appropriate due diligence before entering relationships with key suppliers. cleareye.ai may conduct annual compliance surveys to confirm compliance with this Supplier Code of Conduct. However, all suppliers are expected to self-monitor their compliance with our supplier code of conduct and to inform us of any non-compliance. cleareye.ai further requires that suppliers segmented as medium and high risk to conduct an annual self-certification against our supplier code of conduct. We also expect all suppliers to provide us with responses to our reasonable requests for information about compliance with our supplier code of conduct.

Raising Concerns
cleareye.ai encourages individuals to report any questions or concerns, including concerns regarding violations of this Code to hr@cleareye.ai.

Violation of this policy
cleareye.ai takes violations of any Policy seriously. Failure to comply with this Policy, Company policies, the law or applicable regulations, may result in disciplinary action, up to and including, contract termination.

For more information on cleareye.ai’s Supplier Code of Conduct, please email hr@cleareye.ai

Supplier Diversity Policy

Introduction
cleareye.ai is committed to partnering with the highest quality diverse product and service providers to ensure we deliver the essential intelligence that helps capital markets thrive around the world. At cleareye.ai we believe that supplier diversity is essential to meeting this commitment and provides us with a significant position of strength in which to perform in the marketplace. 

cleareye.ai’s sourcing departments are encouraged to identify and include diverse suppliers and service providers. Diverse suppliers that demonstrate the ability to add value, provide high-quality goods and services that are competitively priced, reliable, and aligned with our strategic business model may be included in our sourcing and procurement process. This policy reflects cleareye.ai’s desire to create opportunity for suppliers to market their products and services to cleareye.ai and to encourage cleareye.ai to offer opportunities to such suppliers. 

Purpose
The purpose of this policy is to find the best suppliers which increases competitive advantage and customer satisfaction, to increase sustainability (stronger supply chain), to promote diversity and to support the local community (economic impact + reflection of customer demographics).

Scope
These policies apply to Partners and Vendors of cleareye.ai, its subsidiaries and divisions globally (the Company or cleareye.ai). All Company divisions will follow a uniform approach in the management and execution of this policy as defined by each country’s specific amendment. This policy is not intended to cover every possible law or situation. Employees are expected to be thoughtful before making decisions and to always use their best judgment. Failure to comply with these policies may result in termination of Third Party contractual agreements. It is the responsibility of the Third Party to ensure those who do work on its behalf always comply with these policies.

Responsibilities
The Supplier Diversity Department will identify and encourage departments to explore opportunities to identify small, minority-owned, women-owned, disadvantaged/disabled, veteran owned and LGBTQA business enterprises to compete for business and from whom to obtain goods and services whenever possible. 

Procedures
The Supplier Diversity Department will participate with global, national, regional and local initiatives in order to maintain awareness of resources and will encourage diversity suppliers to meet with cleareye.ai associates to review product/service specifications, and review supplier qualifications including licenses, certification, and insurance requirements as appropriate. 

Our objectives include:

• Actively seeking out certified diverse suppliers that can provide competitive, high quality goods and services whose business model is aligned with our business strategy.

 • Ensuring the inclusion of diverse suppliers as a part of our strategic sourcing and procurement processes. Classified – Confidential 

•  Communicating the value of supplier diversity both internally and externally to all stakeholders. 

• Leveraging our supplier diversity results to meet our corporate customers’ supplier diversity requirements.

 cleareye.ai’s Supplier Diversity Policy aims to achieve corporate diversity goals while enabling the growth of diverse businesses in our communities. We strive to create vendor–buyer relationships that allow diverse organizations to continue to develop, while offering quality products at competitive prices. 

Supplier Diversity Guidelines
1. cleareye.ai recognizes that there are many advantages to maintaining competition in supplier industries, in the establishment of alternate sources, and in dealing with Diverse Suppliers.  Accordingly, cleareye.ai encourages the development of mutually beneficial business relationships with Diverse Suppliers.

2. cleareye.ai is committed to increasing the commercial opportunities for Diverse Suppliers.  All Firm employees involved in the selection, evaluation or approval of suppliers and contractors share the responsibility for administering the policy.

3. cleareye.ai Purchasing & Supply Group is committed to supporting the Firm’s overall diversity strategy and objectives.

4. cleareye.ai, when soliciting bids for opportunities to supply it with goods and services, will request a copy of the bidder’s supplier diversity policy statement and request information as to the bidder’s own initiatives to promote supplier diversity and compliance.

5. Existing Suppliers that are categorized as non-diverse must regularly report their performance with respect to their own Supplier Diversity programs. 

6. cleareye.ai’s commitment to Supplier Diversity is not philanthropic, nor does it contradict the application of existing purchasing goals, policies and procedures.  The award of opportunities to Diverse Suppliers will be based on their relative competitiveness, the value of their offerings and their demonstrated performance. No minimal thresholds or targets have been established under these guidelines.

What Suppliers Can Expect from cleareye.ai
 1. Information – We will strive to be open and transparent in our Sourcing Process and Request for Proposal (RFP) process, including our detailed project/product/service requirements, RFP timing expectations, quality control expectations, privacy policy requirements, IT or systems considerations, as well as timing as to when a decision will be made to award the contract. 

2. Fair treatment – We will strive for fair and ethical treatment of all suppliers throughout the proposal process. 

3. Feedback – We will strive to provide on-going feedback, including the RFP process and product/service performance.

Violations of this Policy
cleareye.ai takes violations of any Policy seriously. Failure to comply with this Policy, Company policies, the law, or applicable regulations, may result in disciplinary action, up to and including, termination of employment.

For more clarification on cleareye.ai’s supplier diversity policy, please email hr@cleareye.ai

 
Anti-Bribery & Corruption

Introduction
The actions and conduct of cleareye.ai employees, as well as others acting on cleareye.ai’s behalf, are essential to maintain our high standards. All cleareye.ai employees are required to read, become familiar and comply with this Policy, which should be read together with the Supplier Code of Conduct, Employee Handbook, and Whistleblower Policy. Protecting cleareye.ai’s reputation and business integrity is vital to the ongoing success of our business. Failure to comply with this policy may result in disciplinary action.

Requirements Compliance with Anti-Bribery Laws

cleareye.ai has zero tolerance on bribery and corruption, regardless of who is involved or where in the world it occurs.

Ensuring we comply

The United States and many other countries have adopted and enforced laws prohibiting the payment of bribes for the purpose of obtaining or retaining business opportunities. cleareye.ai is committed to ensuring that its employees and those who do work on its behalf do not violate anti-corruption and bribery laws.

In order for activities of cleareye.ai to comply with the law:

• cleareye.ai representatives must conduct business in compliance with the highest professional and ethical standards and in compliance with the relevant laws of the country in which they operate.
• cleareye.ai representatives must not give, offer or receive any money, gift or thing of value which could affect the outcome of any business decision or act as a reward for favourable act or exercise of influence.
• cleareye.ai funds must not be used for any unlawful, improper or unethical purpose.
• cleareye.ai representatives must not pay, give or receive any money, gift or thing of value in return for unlawful, improper or unethical conduct. It does not matter whether such payments or gifts are made directly or indirectly by cleareye.ai (i.e. through consultants, sub-contractors, agents, suppliers or other third parties).
• All payments made and received in the course of cleareye.ai work must be properly documented and be accountable.

Conduct

Be aware of situations which can create greater risks for non-compliance.

Recognizing potential situations

• A history of corruption within the country;
• Request for cash payments;
• Giving of cash or cash equivalent gifts (i.e. vouchers);
• Requests for payment of unusually high levels of commission to agents which do not correspond with the services being provided by such party;
• Requests for payments to be made to a third party or other unusual payment requests;
• Requests for reimbursement of vague or extraordinary expenses;
• Over-invoicing;
• Prospective agent, representative or joint venture partner having a personal or business tie with the individual putting forward their name;
• Requests for charitable or political donations to be made by cleareye.ai during the course of negotiations;
• Requests to entertain foreign public officials involved in tenders or negotiations in which cleareye.ai is participating; or
• Requests for “speed payments”, “grease money” or “facilitation payments” to be paid in order to speed up transactions or secure deals.

In these situations, and others similar in nature, cleareye.ai employees must seek guidance from their manager and cleareye.ai’s Legal Counsel. 

Reporting Suspicions

If you become aware of any non-compliance, raise your concerns immediately.

How to report your concerns

You should raise your concern with your manager or CEO, and cleareye.ai’s Legal Counsel. Information shared in adherence to this policy is held strict in confidence and only shared on a need-to-know basis. cleareye.ai will do everything it can to protect your anonymity at your request, unless prohibited by law.

cleareye.ai does not tolerate retaliation against those who raise concerns, and it will take measures to protect you when you raise your concern.

Monitoring / Reporting

This Policy is reviewed and approved annually or more frequently as needed if significant changes occur, to confirm the continuing suitability, adequacy, and effectiveness of the Policy.

Exceptions / Escalations

Requests for exceptions to this Policy must be submitted to the Chief Operating Officer (“COO”). Any exceptions to this Policy must be approved by the COO and the CEO of cleareye.ai. Exception approval must be obtained prior to taking any action that would result in non-compliance with this Policy. Exceptions must be documented and tracked by Director – Corporate Finance & Operations and approved on an annual basis.

Approval / Oversight

The Policy is owned by cleareye.ai Risk Management and is reviewed annually, or when deemed necessary, by designated Management Committees. Upon approval, any non-adherence to the Policy requirements will be tracked and report to the CEO and the Board of Directors of Cleraeye.ai.

Related Resources

• Employee Code of Conduct
• Whistleblower Policy
• Employee Handbook
• Third Party Code of Conduct 

Questions

For questions about the Policy, contact riskmanagement@cleareye.ai.