Code of Conduct

Preface

"Don't be evil." Accolade Global and its employees generally apply those words to how we serve our users. But "Don't be evil" is much more than that. Yes, it's about providing our users unbiased access to information, focusing on their needs and giving them the best products and services that we can. But it's also about doing the right thing more generally -- following the law, acting honorably and treating each other with respect.

The Accolade Global Code of Conduct is one of the ways we put "Don't be evil" into practice. It's built around the recognition that everything we do in connection with our work at Accolade Global will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar that high for practical as well as aspirational reasons: Our commitment to the highest standards helps us hire great people, who then build great products, which in turn attract loyal users. Trust and mutual respect among employees and users are the foundation of our success, and they are something we need to earn every day.

So please do read the Code, and follow it, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other Accolade Global employees to incorporate, the principles of the Code into our work. And if you have a question or ever think that one of your fellow Accolade Global employees or the company as a whole may be falling short of our commitment, don't be silent. We want -- and need -- to hear from you.

Who Must Follow Our Code?

We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for Accolade Global employees and Board members, we expect Accolade Global sub-contractors, consultants and others who may be temporarily assigned to perform work or services for Accolade Global to follow the Code in connection with their work for us. Failure of a Accolade Global sub-contractor or consultant or other covered service provider to follow the Code can result in termination of their relationship with Accolade Global.

What If I Have a Code-Related Question or Concern?

If you have a question or concern, don't just sit there. You can contact your manager, your Human Resources representative or Ethics & Compliance. If you want to remain anonymous, you can make a report of a suspected violation or concern through the Ethics & Compliance Helpline.

No Retaliation

Accolade Global prohibits retaliation against any worker here at Accolade Global who reports or participates in an investigation of a possible violation of our Code. If you believe you are being retaliated against, please contact Ethics & Compliance.

Accolade Global Code of Conduct: Table of Contents

  1. Serve Our Users
    1. Integrity
    2. Usefulness
    3. Privacy and Freedom of Expression
    4. Responsiveness
    5. Take Action
  2. Respect Each Other
    1. Equal Opportunity Employment
    2. Positive Environment
    3. Drugs and Alcohol
    4. Safe Workplace
    5. Dog Policy
  3. Avoid Conflicts of Interest
    1. Personal Investments
    2. Outside Employment and Inventions
    3. Outside Board Memberships
    4. Business Opportunities
    5. Friends and Relatives; Co-Worker Relationships
    6. Gifts, Entertainment and Payments
    7. Reporting
  4. Preserve Confidentiality
    1. Confidential Information
    2. Accolade Global Partners
    3. Competitors; Former Employers
    4. Outside Communications and Research
  5. Protect Accolade Global's Assets
    1. Intellectual Property
    2. Company Equipment
    3. The Network
    4. Physical Security
    5. Use of Accolade Global's Equipment and Facilities
    6. Employee Data
  6. Ensure Financial Integrity and Responsibility
    1. Spending Accolade Global's Money
    2. Signing a Contract
    3. Recording Transactions
    4. Reporting Financial or Accounting Irregularities
    5. Hiring Suppliers
    6. Retaining Records
  7. Obey the Law
    1. Trade Controls
    2. Competition Laws
    3. Insider Trading Laws
    4. Anti-Bribery Laws
  8. Conclusion

I. Serve Our Users

Our users value Accolade Global not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat users and operate more generally. Keeping the following principles in mind will help us to maintain that high standard:

  1. Integrity
    Our reputation as a company that our users can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our users should increase their trust in us.
  2. Usefulness
    Our products, features and services should make Accolade Global more useful for all our users, whether they're searching, advertising or posting content, and whether they're large corporations or individuals. We have many different types of users, but one guiding principle: 'Is what we are offering useful?'
  3. Privacy and Freedom of Expression

    Always remember that we are asking users to trust us with their personal information. Preserving that trust requires that each of us respect and protect the privacy of that information. Our security procedures strictly limit access to and use of users' personal information. Know your responsibilities under these procedures, and access data only as authorized by them, our Privacy Policy and applicable local data protection laws.

    Accolade Global is committed to advancing privacy and freedom of expression for our users around the world. Where user privacy and freedom of expression face government challenges, we seek to implement internationally recognized standards that respect those rights as we develop products, do business in diverse markets, and respond to government requests to access user information or remove user content. Contact Legal or Ethics and Compliance if you have questions on implementing these standards in connection with what you do at Accolade Global.

  4. Responsiveness
    Part of being useful and honest is being responsive: We recognize relevant user feedback when we see it, and we do something about it. We take pride in responding to communications from our users, whether questions, problems or compliments. If something is broken, fix it.
  5. Take Action
    Any time you feel our users aren't being well-served, don't be bashful -- let someone in the company know about it. Continually improving our products and services takes all of us, and we're proud that The Accolade Global Team champion our users and take the initiative to step forward when the interests of our users are at stake.

II. Respect Each Other

We are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Each Accolade Global Employee is expected to do his or her utmost to create a respectful workplace culture that is free of harassment, intimidation, bias and unlawful discrimination of any kind.

Please read the Employee Handbook relevant to your locale. Located in the HR section of our internal corporate site, the Handbook covers in greater detail how we should conduct ourselves at work.

  1. Equal Opportunity Employment
    Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment of any kind, including 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 all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.
  2. Positive Environment

    Accolade Global prohibits unlawful harassment in any form -- verbal, physical or visual.

    If you believe you've been harassed by anyone at Accolade Global, you should immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. HR will promptly and thoroughly investigate any complaints and take appropriate action.

  3. Drugs and Alcohol
    Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don't permit it. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others or violates the law.

    Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee's use of drugs and/or alcohol may adversely affect the employee's job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee's appearance, behavior or speech.
  4. Safe Workplace
    We are committed to a violence-free work environment, and we will not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances should anyone bring a weapon to work. If you become aware of a violation of this policy, you should report it to Human Resources immediately. In case of potential violence, contact Accolade Global Security.
  5. Dog Policy
    Accolade Global's affection for our canine friends is an integral facet of our corporate culture. We like cats, but we're a dog company, so as a general rule we feel cats visiting our offices would be fairly stressed out. For more on this, see our Dog Policy.

III. Avoid Conflicts of Interest

While working at Accolade Global, we have an obligation to always do what's best for the company and our users. When you are in a situation where competing loyalties could cause you to pursue a personal benefit for you or your friends or family at the expense of Accolade Global or any of our subsidiary users, you may be subject to a conflict of interest. All of us should avoid circumstances that present even the appearance of such a conflict.

When faced with a potential conflict of interest, ask yourself:

  • Would this relationship or situation embarrass me or Accolade Global if it showed up on the front page of a newspaper or the top of a blog?
  • Am I reluctant to disclose the relationship or situation to my manager, Legal or Ethics & Compliance?
  • Could the potential relationship or situation create an incentive for me, or be perceived by others to create an incentive for me, to benefit myself, my friends or family or an associated business, at the expense of Accolade Global?

If the answer to any of these questions is 'yes,' the relationship or situation is likely to create a conflict of interest, and you should avoid it.

Below we provide guidance in six areas where conflicts of interest often arise:

  • personal investments
  • outside employment and inventions
  • outside board memberships
  • business opportunities found through work
  • personal relationships at work, and
  • accepting gifts and other business courtesies

In each of these situations, the rule is the same - you must avoid conflicts, and if you face a potential conflict of interest, review the situation with your manager and Ethics & Compliance and get their approval.

  1. Personal Investments
    A common conflict of interest involves a Accolade Global's personal investment in a customer, supplier, partner or competitor of Accolade Global, where the investment is significant enough (either in absolute value or in relation to the Accolade Global's net worth) that someone might reasonably think it could cause the Accolade Global employee to act in a way that benefits that personal investment at the expense of Accolade Global. When considering whether such an investment creates a conflict of interest, ask yourself:
    • Is the investment in a competitor?
      • If the answer is yes, the investment creates a conflict of interest.
    • If the investment is not in a competitor, but is in a customer, supplier, or partner of Accolade Global, do you have a job or responsibilities at Accolade Global that let you affect Accolade Global's actions in ways that could help your investment at the expense of Accolade Global? (Accolade Global officers -- VP and above -- have particularly broad influence in this regard.)
      • If the answer is yes, the investment creates a conflict of interest.
    If you are considering making an investment that creates a conflict of interest, don't make the investment. If you already have an investment that creates a conflict of interest, or are unsure whether an existing or contemplated investment is a conflict of interest, you should contact Ethics & Compliance.

    Investments by any Accolade Global employee in mutual funds or similar vehicles that invest in a broad cross-section of publicly traded companies that may include competitors, customers, suppliers or partners of Accolade Global are not considered conflicts and need not be disclosed or approved.
  2. Outside Employment and Inventions
    As with personal investments, taking a job with a Accolade Global supplier, customer, partner or competitor (including as a consultant or advisor, whether paid or unpaid) can create a conflict of interest. Avoid employment or any other personal business relationship with companies that compete with Accolade Global. In addition, don't accept employment or fees from a supplier, customer or partner of Accolade Global if you have the ability to influence their relationship with Accolade Global.

    If you develop or participate in outside inventions that compete with Accolade Global, that may create a conflict of interest. In addition, outside inventions that you participate in or help develop that relate to our existing or reasonably anticipated products and services, that relate to your position at Accolade Global, or that you develop using Accolade Global corporate resources may be subject to the provisions of Accolade Global's Confidential Information and Invention Assignment Agreement and other employment agreements, as well as applicable laws in your jurisdiction. If you have any questions about potential conflicts or IP ownership involving an outside invention or other intellectual property, consult Ethics and Compliance or Legal.
  3. Outside Board Memberships
    Membership on the boards of customers, suppliers, partners or competitors of Accolade Global is especially problematic from a conflict of interest perspective because Board seats generally involve the ability to influence the actions of the outside business. Do not accept a seat on the board of directors or the advisory board of any Accolade Global competitor, and do not accept a seat on the board or advisory board of a Accolade Global customer, supplier or partner if your job at Accolade Global could permit you to participate in or influence Accolade Global's relationship with that entity.

    Accolade Global officers -- VP and above -- should obtain approval from Ethics & Compliance before accepting an outside board membership in any company.
  4. Business Opportunities
    Business opportunities discovered through your work here belong first to Accolade Global.
  5. Friends and Relatives; Co-Worker Relationships
    Business relationships with relatives, spouses and significant others or close friends where the friendship is such that it could affect your judgment can easily leave you with the sort of conflict of interest that can be difficult to resolve. You should not participate in a potential or existing Accolade Global business relationship involving any of the above. This includes, for example, being the hiring manager for a position for which your relative or close friend is being considered or being a relationship manager for a company associated with your spouse or significant other.

    To be clear, just because a relative, spouse/significant other or close friend works at Accolade Global or becomes an Accolade Global supplier, customer, partner or competitor doesn't mean there is a conflict of interest. However, if you are also involved in that Accolade Global business relationship, it can be very sensitive. The right thing to do in that situation is to discuss the relationship with your manager and Ethics & Compliance.

    Finally, we understand that your co-workers can quickly become your community of friends, and that some of you may establish dating relationships with your co-workers. While we trust and expect Accolade Global employee's to exercise good judgment in pursuing romantic relationships with their co-workers, you should recognize that romantic relationships between co-workers can, depending on the work roles and respective positions of the dating co-workers, create an actual or apparent conflict of interest. If a dating relationship does create an actual or apparent conflict, it may require changes to work arrangements or even the termination of employment of either or both individuals involved. Additional guidance on this issue can be found in Accolade Global 's Employee Handbook.
  6. Gifts, Entertainment and Payments
    Accepting gifts or entertainment from a Accolade Global (or any our subsidiaries) customer, supplier, partner or competitor can easily create the appearance of a conflict of interest, especially if the value of the gift or entertainment is significant. As a result, Accolade Global policy prohibits Accolade Global's employees accepting significant gifts, entertainment or any other business courtesy (including discounts or benefits that are not made available to all employees) from any of our customers, suppliers, partners or competitors. Acceptance of inexpensive "token" non-cash gifts, infrequent and moderate business meals and entertainment and infrequent invitations to local sporting events and celebratory meals can be appropriate aspects of many Accolade Global business relationships, provided that they aren't excessive and don't create the appearance of impropriety. However, tickets to something like the Olympics, Super Bowl or World Cup, especially if travel and lodging are included, are a significant gift which, if accepted, could create at least the appearance of a conflict of interest. Don't accept significant gifts without getting the approval of your manager and Ethics & Compliance.

    Gifts from customers, suppliers, partners or competitors of cash or cash equivalents (e.g., gift certificates or prepaid gift cards) should never be accepted.
  7. Reporting
    Ethics & Compliance will periodically report to the OC, or its designee, all matters involving Accolade Global officers - VP and above -- approved under this section of the Code, and will periodically report to the Accolade Global Audit Committee and the Accolade Global Nominating and Corporate Governance Committee all matters involving Accolade Global executive officers approved under this section.

IV. Preserve Confidentiality

We get a lot of press attention around our innovations and our culture, and that's usually fine. However, company information that leaks prematurely into the press or to competitors can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. Our responsibilities extend beyond not revealing confidential Accolade Global material -- we must also:

  • properly secure, label and (when appropriate) dispose of confidential Accolade Global material;
  • safeguard confidential information that Accolade Global receives from others under non disclosure agreements; and
  • take steps to keep our trade secrets and other confidential intellectual property secret.
  1. Confidential Information
    Accolade Global's "confidential information" includes financial, product and user information. Make sure that confidential company material stays that way; don't disclose it outside of Accolade Global without authorization. At times, a particular project or negotiation may require you to disclose confidential information to another party: Disclosure of this information should be on a "need to know" basis and only under a nondisclosure agreement. Be sure to get the appropriate agreement in place before you disclose the information.

    There are, of course, "gray areas" in which you will need to apply your best judgment in making sure you don't disclose any confidential information.  If you're in a gray area, be cautious in what advice or insight you provide or, better yet, ask for guidance from Ethics & Compliance.

    And don't forget about pictures you and your guests take at Accolade Global -- it is up to you to be sure that those pictures don't disclose confidential information.

    Finally, some of us will find ourselves having family or other personal relationships with people employed by our competitors, customers, suppliers or partners. As in most cases, common sense applies. Don't tell your significant other or family members anything confidential, and don't solicit confidential information from them about their company.
  2. Accolade Global Partners
    Just as you are careful not to disclose confidential Accolade Global information, it's equally important not to disclose any confidential information from our partners. Don't accept confidential information from other companies without first having all parties sign an appropriate non-disclosure agreement approved by Legal. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.
  3. Competitors; Former Employers
    We respect our competitors and want to compete with them fairly. But we don't want their confidential information. The same goes for confidential information belonging to any Accolade Global's (or any of our subsidiaries) former employers. If an opportunity arises to take advantage of a competitor's or former employer's confidential information, don't do it. Should you happen to come into possession of a competitor's confidential information, contact Legal immediately.
  4. Outside Communications and Research
    You probably know that our policy is to be extremely careful about disclosing company information, and never to disclose any confidential information without authorization. It's also a bad idea to post your opinions or information about Accolade Global on the Internet, even if not confidential, unless you're authorized to do so as part of your job. Your comments may be attributed to Accolade Global, even though you didn't mean it that way. And never discuss the company with the press unless you've been explicitly authorized to do so by Corporate Communications. Finally, check with your manager and Corporate Communications before accepting any public speaking engagement. In general, before making any external communication or disclosure, you should consult our Employee Communications Policy and our Communications and Disclosure Policy.

V. Protect Accolade Global's Assets

Accolade Global has a well-earned reputation for generosity with our employee benefits and openness with confidential information shared within the company. Our ability to continue these practices depends on how well we conserve company resources and protect company assets and information.

  1. Intellectual Property
    Accolade Global's intellectual property rights (our trademarks, logos, copyrights, trade secrets, "know-how" and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. Any use of Accolade Global's trademarks and logos must be cleared in advance by the Marketing team. Report any suspected misuse of trademarks, logos or other Accolade Global intellectual property to Legal.

    Likewise, respect the intellectual property rights of others. Inappropriate use of others' intellectual property may expose Accolade Global and you to criminal and civil fines and penalties. Please seek advice from Legal before you solicit, accept or use proprietary information from others or let others use or have access to Accolade Global proprietary information. You should also check with Legal if developing a product that uses content not belonging to Accolade Global.

    A word about open source -- Accolade Global is committed to open source software development. Consistent with our policy of respecting the valid intellectual property rights of others, we strictly comply with the license requirements under which open source software is distributed. Failing to do so may lead to legal claims against Accolade Global, as well as significant damage to the company's reputation and its standing in the open source community. Please seek guidance from Legal and the Open Source Programs Office before incorporating open source code into any Accolade Global product, service or internal project.
  2. Company Equipment
    Accolade Global gives us the tools and equipment we need to do our jobs effectively, but counts on us to be responsible and not wasteful with the Accolade Global stuff we are given. Nobody's going to complain if you snag an extra bagel on Friday morning, but company funds, equipment and other physical assets are not to be requisitioned for purely personal use. Not sure if a certain use of company assets is okay? Please ask your manager or Human Resources.
  3. The Network
    Accolade Global's communication facilities (which include both our network and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company's property, both physical and intellectual. Be sure to follow all security policies. If you have any reason to believe that our network security has been violated -- for example, you lose your laptop or smart phone or think that your network password may have been compromised -- please promptly report the incident to Information Security. For more information, consult Accolade Global's security policies.
  4. Physical Security
    If you're not careful, people will steal your stuff. Always secure your laptop, important equipment and your personal belongings, even while on Accolade Global's premises. Always wear your badge visibly while on site. Don't tamper with or disable security and safety devices. Watch people who "tailgate" behind you through our doors. If you don't see an Accolade Global badge, please ask for it (and, as appropriate, direct the person to a receptionist for assistance). Promptly report any suspicious activity to Accolade Global Security. For more information, review Accolade Global's physical security policy.
  5. Use of Accolade Global's Equipment and Facilities
    Anything you do using Accolade Global's corporate electronic facilities (e.g., our computers, mobile devices, network, etc.) or store on our premises (e.g., letters, memos and other documents) might be disclosed to people inside and outside the company. For example, Accolade Global may be required by law (e.g., in response to a subpoena or warrant) to monitor, access and disclose the contents of corporate email, voicemail, computer files and other materials on our electronic facilities or on our premises. In addition, the company may monitor, access and disclose employee communications and other information on our corporate electronic facilities or on our premises where there is a business need to do so, such as protecting employees and users or maintaining the security of resources and property.
  6. Employee Data
    We collect and store personal information from employees around the world. Access this data only in line with local law and Accolade Global internal policies, and keep it secure according to those standards.

VI. Ensure Financial Integrity and Responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that's certainly important. The money we spend on behalf of Accolade Global is not ours; it's the company's and, ultimately, our shareholders'. Each person at Accolade Global -- not just those in Finance -- has a role in making sure that money is appropriately spent, our financial records are complete and accurate and internal controls are honored. This matters every time we hire a new vendor, expense something to Accolade Global, sign a new business contract or enter into any deals on Accolade Global's behalf.

To make sure that we get this right, Accolade Global maintains a system of internal controls to reinforce our compliance with legal, accounting, tax and other regulatory requirements in every location in which we operate.

Stay in full compliance with our system of internal controls, and don't hesitate to contact Ethics & Compliance or Finance if you have any questions. What follows are some core concepts that lie at the foundation of financial integrity and fiscal responsibility here at Accolade Global.

  1. Spending Accolade Global's Money
    A core Accolade Global value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on Accolade Global's behalf, make sure that the cost is reasonable, directly related to company business and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner on Accolade Global, always record in our expense reimbursement tool the full names and titles of the people who attended as well as the reason for the dinner) and comply with other submission requirements. If you're uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving.
  2. Signing a Contract
    Each time you enter into a business transaction on Accolade Global's behalf, there should be documentation recording that agreement, approved by the Legal Department. Signing a contract on behalf of Accolade Global is a very big deal. Never sign any contract on behalf of Accolade Global unless all of the following are met:
    • You are authorized to do so under our Signature Authority and Approval Policy. If you are unsure whether you are authorized, ask your manager;
    • The contract has been approved by Legal. If you are using an approved Accolade Global form contract, you don't need further Legal approval unless you have made changes to the form contract or are using it for other than its intended purpose; and
    • You have studied the contract, understood its terms and decided that entering into the contract is in Accolade Global's interest.
    All contracts at Accolade Global should be in writing and should contain all of the relevant terms to which the parties are agreeing -- Accolade Global does not permit "side agreements," oral or written.
  3. Recording Transactions
    If your job involves the financial recording of our transactions, make sure that you're fully familiar with all of the Accolade Global policies that apply, including our revenue recognition policy and our purchasing policy.

    Immediately report to Finance any transactions that you think are not being recorded correctly.
  4. Reporting Financial or Accounting Irregularities
    It goes without saying (but we're going to say it anyway) that you should never, ever interfere in any way with the auditing of Accolade Global's financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts and any other Accolade Global records.

    Familiarize yourself with our Reporting of Financial and Accounting Concerns Policy. If you suspect or observe any of the conduct mentioned above or, for that matter, any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to Ethics & Compliance.
  5. Hiring Suppliers
    As Accolade Global grows, we enter into more and more deals with suppliers of equipment and services. We should always strive for the best possible deal for Accolade Global. This almost always requires that you solicit competing bids to make sure that you're getting the best offer. While price is very important, it isn't the only factor worth considering. Quality, service, reliability and the terms and conditions of the proposed deal may also affect the final decision. Please do not hesitate to contact the Purchasing team if you have any questions regarding how to procure equipment or services.
  6. Retaining Records
    It's important that we keep records for an appropriate length of time. The Accolade Global Record Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that legal requirements, accounting rules and other external sources sometimes specify longer retention periods for certain types of records, and those control where applicable. In addition, if asked by Legal to retain records relevant to a litigation, audit or investigation, do so until Legal tells you retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact the Record Retention team.

VII. Obey the Law

Accolade Global takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions. While it's impossible for anyone to know all aspects of every applicable law, you should understand the major laws and regulations that apply to your work. Take advantage of Legal and Ethics & Compliance to assist you here. A few specific laws are easy to violate unintentionally and so are worth pointing out here:

  1. Trade Controls
    U.S. and international trade laws control where Accolade Global can send or receive its products and/or services. These laws are complex, and apply to:
    • imports and exports from or into the U.S.;
    • imports and exports of products from or into other countries, especially when those products contain components or technology of U.S. origin;
    • exports of services or providing services to non-U.S. persons; and
    • exports of technical data, especially when the technical data is of U.S. origin.
    What constitutes an "import" or "export" under the law is pretty broad. For example:
    • exposing or allowing access by non-U.S. nationals to U.S. technical data can be an "export", regardless of what country the exposure occurred in;
    • permitting the download of software from the U.S. into a non-U.S. country is an "export" from the U.S. and can be an "import" into the non-U.S. country; and
    • transporting technical data or software on your laptop or tools or equipment in your luggage out of the U.S and into a non-US country may be an export and import, respectively.
    The bottom line: If you are in any way involved in sending Accolade Global products, services, software, equipment or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws. If you or your manager are not sure, please contact Ethics & Compliance.
  2. Competition Laws
    Most countries have laws designed to encourage and protect free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights and 3) use of market power to engage in unfair price discrimination and other forms of unfair practices.

    Although the spirit of these laws -- known as "antitrust," "competition," or "unfair competition" laws -- is straightforward, their application to particular situations can be quite complex. To ensure that Accolade Global complies fully with these laws, each of us should have a basic knowledge of how they apply to our work. Some real life things to be cautious about include:
    • sharing of competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors at trade and industry conferences; and
    • making statements (in emails, IMs, presentations, memos or anyplace else) that wrongly suggest that Accolade Global has few or no competitors or that we seek to harm our competitors or improperly exploit our success.
    Please contact Legal whenever you have any antitrust/competition law concerns.
  3. Insider Trading Laws
    As we said earlier, internally we share information, including non-public information, about Accolade Global's business operations pretty freely (think of TGIF). In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this nonpublic information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violates this Code, it violates the law. Don't do it.

    You should familiarize yourself with Accolade Global's Insider Trading Policy. It describes company-wide policies that address the risks of insider trading, such as:
    • a prohibition on any Accolade Global employee hedging Accolade Global stock; and
    • periodic blackout windows when no Accolade Global employee may trade Accolade Global stock.
  4. Anti-Bribery Laws
    Like all businesses, Accolade Global is subject to lots of laws, both U.S. and non-U.S., that prohibit bribery in virtually every kind of commercial setting. The rule here is simple - don't bribe anybody, anytime, for any reason. You should also be careful when you give gifts and pay for entertainment or other business courtesies on behalf of Accolade Global. We want to avoid the possibility that the gift, entertainment or other business courtesy could be perceived as a bribe, so it's always best to provide such business courtesies infrequently and, when we do, to keep their value moderate. If you have a question about a gift or business courtesy you would like to provide on behalf of Accolade Global, contact Ethics and Compliance.

    Offering gifts, entertainment or other business courtesies that could be perceived as bribes becomes especially problematic if you're dealing with a government official. Several laws around the world including the U.S. Foreign Corrupt Practices Act, and the OECD Convention Against Corruption of Foreign Government Officials, specifically prohibit offering or giving anything of value to government officials to influence official action or secure an improper advantage. This not only includes traditional gifts, but also things like travel, political or charitable contributions and job offers. Distinguish these improper benefits from reasonable, infrequent and moderate expenditures for gifts and business entertainment for government officials, as well as travel and lodging expenses for trips directly promoting our products or services. Payment of such expenses can be acceptable (assuming they are permitted under local law), subject to specific requirements, including pre-approval as required by Accolade Global policy.

    In addition, laws in countries where Accolade Global does business may further limit gifts and business courtesies to government officials of that country. For example, the U.S. has strict rules that severely limit the ability of a company or its employees to give gifts and business courtesies to a U.S. government official and also limit the official's ability to accept such gifts. The Honest Leadership and Open Government Act ("HLOGA") prohibits giving any gifts, including travel and other courtesies, to Members, Officers and employees of the U.S. Senate and House of Representatives unless they fit within one of a number of specific exceptions. Gifts to employees of the U.S. executive branch are also regulated and subject to limits. Gifts to state and local government officials in the U.S. may also be subject to legal limitations. Other countries may have similar laws.

    Before offering any gifts or other business courtesies to a U.S. or other government official, you should consult Accolade Global's Business Courtesies to Government Officials Policy. Carefully follow the limits and prohibitions described there, and obtain any required pre-approvals. If after consulting the Policy you aren't sure what to do, ask Ethics and Compliance.

VIII. Conclusion

Accolade Global aspires to be a different kind of company. It's impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another's good judgment to uphold a high standard of integrity for ourselves and our company. We expect all Accolade Global to be guided by both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn't an easy call. If you aren't sure, don't be afraid to ask questions of your manager, Legal or Ethics & Compliance.

And remember . . . don't be evil, and if you see something that you think isn't right -- speak up!

Last updated: April 08, 2009