Provider Code of Conduct

INTRODUCTION.

This Provider Code of Conduct (“Code”) is designed to ensure that SMS Assist provides our Customers with the quality of services they expect. Therefore, it is the responsibility of any third-party supplier (“Provider”) who provides services to SMS Assist to read, understand, and apply our Code to themselves, their own employees, and anyone performing work for SMS Assist.

APPLICABILITY.

This Code applies to all SMS Assist Providers, their subcontractors, and any other vendor performing services for SMS Assist. Any Provider who uses subcontractors must ensure that each subcontractor receives this Code and abides by it in performing all services for SMS Assist.

NO CORRUPTION OR BRIBERY.

Anti-Bribery. Provider must never, whether directly or through third parties, accept or offer bribes or kickbacks to obtain or gain an unfair business advantage. Provider must be in full compliance with all applicable foreign and domestic anticorruption laws, including the U.S. Foreign Corrupt Practices Act.

Anti-Corruption. In accordance with this Code and SMS Assist’s Code of Conduct, SMS Assist is strongly opposed to acts of corruption. Provider must conduct business ethically and not engage in bribery, embezzlement, extortion, or other corrupt practices.

Gifts. Gifts of money or other items of monetary value that are intended to obtain an unfair business advantage are prohibited. Provider may not offer or accept such gifts.

HIGH ETHICAL STANDARDS.

Conflicts of Interest. Both SMS Assist and its Customers expect Provider to perform to the highest ethical standards. If, at any point, there is an existing or potential conflict of interest relating to a Provider’s interest, duties, obligations, or activities for SMS Assist or a Customer, the Provider must notify SMS Assist immediately in order for SMS Assist to take appropriate remedial action to address the conflict of interest.

A conflict of interest may arise in a situation in which a Provider is in a position to derive personal benefit from actions or decisions made in their official capacity; e.g., acting in multiple capacities for a Customer or SMS Assist, owning a material interest in a related entity, or possessing the ability to improperly influence a transaction with SMS Assist or its Customers.

Wages and Benefits. Provider must comply with all laws, rules, regulations, and standards regarding minimum wage and/or benefits that are applicable to the work being performed.

No Child Labor. Provider must follow all working age laws in the jurisdiction where the work is performed. Provider must ensure that no one under the age of 14 (or higher age restriction if applicable in the jurisdiction where the work is performed) is employed in any form. To ensure compliance, Provider must have records of the ages of all of its employees and require its subcontractors to do the same.

No Forced Labor. All of Provider’s employees must work on a voluntary basis. Forced labor, including prison, slave, bonded, and indentured labor is absolutely prohibited. Provider may not purchase services or materials from any person or entity who it suspects uses involuntary labor.

Accuracy of Records. Each Provider must maintain up-to-date books and records, including financial records, to demonstrate compliance with this Code and all applicable regulations and laws.

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY.

Confidential Information. In order to perform services for SMS Assist, Provider may need access to confidential or other sensitive information (including personal information) of a Customer, SMS Assist, or other third party. Provider is responsible for ensuring this information is protected and kept confidential in accordance with applicable law and any applicable agreement. Provider may not disclose this information unless given written permission from SMS Assist or otherwise in accordance with an applicable agreement with SMS Assist.

Intellectual Property Rights. Provider must respect SMS Assist’s intellectual property rights. Provider is expected to take the necessary precautions to safeguard both SMS Assist’s intellectual property and our Customers’ intellectual property, while respecting the intellectual property rights of other third parties.

CONDUCT AND BEHAVIOR.

No Violence or Harassment. Provider is explicitly prohibited from engaging in any behavior of a violent, physically aggressive, or combative nature or that is intended to harass, bully, or intimidate any person.

No Illegal Drugs or Alcohol. Provider must ensure that all personnel remain illegal drug- and alcohol-free while performing work for SMS Assist.

No Discrimination. Provider may not discriminate against any protected class, including race, religion, gender, disability, nationality, veteran status, political opinion, or any other statutorily protected classification.

Hiring, pay, promotion, termination, and other terms of hire must be judged solely on ability to perform the job, instead of any personal and/or physical characteristics.

Commitment to Diversity. Provider must make all efforts necessary to ensure equal employment opportunities, as required by this Code and any applicable laws, regulations, and agreements.

ENVIRONMENTAL RESPONSIBILITY.

Sustainability. In accordance with SMS Assist’s commitment to the environment as reflected in our Sustainability Policy, Provider must join SMS Assist as an environmentally responsible corporate citizen. Accordingly, we strongly support efforts to protect our natural resources and to become more energy efficient and less resource dependent. To accomplish this goal, Provider is encouraged to incorporate sustainable practices into their work to the greatest extent possible and to search for new opportunities to partner with SMS Assist in a more environmentally friendly manner. SMS Assist is committed to complying with all applicable laws, regulations, and industry standards concerning environmental policy, and Provider must adhere to the environmental laws where they operate.

Statement on Climate Change. As climate change is a global concern, Provider is encouraged to find new ways to reduce greenhouse gas emissions, including efficient resource management and a commitment to carbon-reducing strategies.

Pollution Prevention. To promote a sustainable environment, Provider should work towards reducing their resource consumption and use – including implementing improvement plans for waste reduction, recycling, and energy conservation policies.

Hazardous Substance Management. Providers handling hazardous materials capable of posing a threat to health and safety must ensure, and take precautions to ensure, that all materials are safely and appropriately handled. Employees must be trained on how to handle hazardous material in compliance with applicable laws.

OCCUPATIONAL SAFETY.

Health and Safety Practices. Provider must, as its first priority, ensure that it performs all work in a safe and secure manner. In order to ensure the safety and security of all persons affected by the work, Provider is required to follow all applicable workplace standards, including health and safety, environmental, and labor standards in the jurisdiction where the work is performed. These policies help establish and ensure a safe working environment for everyone, and Provider must routinely inspect and conduct trainings to ensure that all employees are appropriately trained for the work to be performed.

Permits. Provider is required to obtain all required building, environmental, or other permits necessary to perform the work for SMS Assist. Provider must remain in compliance with all such requirements and building codes while performing work for SMS Assist.

Sanitation. Provider should keep all work sites neat and clean and in compliance with all applicable sanitary practices.

Working Hours. Provider must follow all laws and regulations regarding working hours, break periods, and overtime hours.

Professional Appearance. Provider must dress in a professionally appropriate manner to perform the work.

LEGAL COMPLIANCE.

Compliance with All Laws. Provider must comply with all applicable laws, rules, and regulations in performing the work.

Immigration Compliance. Provider must be, and at all times remain, compliant with all laws with regards to immigration. Provider must keep reasonable records to ensure SMS Assist that it remains in compliance with immigration laws.

EMERGENCY PLANNING.

Emergency Planning. In accordance with the safety standards of this Code, Provider must have a plan in the event of an emergency. Such plan must identify what to do in the event of a safety-related incident, fire, or other natural disaster and identify precautionary measures to help prevent or mitigate such emergencies.

NO RETALIATION.

No Retaliation. SMS Assist does not tolerate any retaliation taken against an individual who, in good faith, has reported a suspected violation of this Code.

Investigation. When a potential violation of this Code has been reported to SMS Assist, SMS Assist will investigate the report to the fullest extent possible and respond appropriately.

Violations. SMS Assist reserves the right to immediately terminate any business relationship with a Provider found to be in violation of this Code.