Code of Conduct

This Code of Conduct (the "Code") applies to all FaceUp customers ("Customers"), as well as all partners, vendors, contractors, service providers, and other third parties ("Providers") that are in a contractual or business relationship with FaceUp Technology Inc. and FaceUp Technology s.r.o. (collectively, "FaceUp"). in the applicable scope as provided herein. 

When accessing the Platform or using the Services, each Customer shall at all times act in good faith and in compliance with this Code. When providing services to FaceUp, its Customers, end users, or otherwise interacting with the Services, each Provider shall at all times act in good faith and in compliance with this Code. Compliance with this Code is a material condition of any Customer, partner, vendor, or provider relationship with FaceUp.

This Code forms an integral part of the Partner Terms available at https://www.faceup.com/en/legal/partner-terms (“Partner Terms”), and Terms of Service available at https://www.faceup.com/en/terms-of-service (“ToS”) and applies to the Provider or Customer (as applicable) including their respective Affiliates, employees, agents, and consultants.

Capitalized terms used in this Code that are not otherwise defined shall have the meanings assigned to them in the Partner Terms, and Terms of Service (as applicable). In the event of conflict between this Code and Terms of Service or Partner Terms (as applicable) the Terms of Service or Partner Terms shall prevail.

1. COMPLIANCE WITH LAWS AND REGULATIONS. 

Each Customer and each Provider  shall comply with all applicable local, national, and international laws and regulations. In particular:

1. shall respect fundamental human rights as set forth in the Universal Declaration of Human Rights and shall prohibit the use of forced labor, child labor, or human trafficking in any form in connection with their business operations and services provided to FaceUp's Customers;
2. shall provide fair wages, benefits, and working conditions in compliance with applicable laws, respect employees' rights to freedom of association and collective bargaining, and maintain a workplace free from discrimination, harassment, and retaliation. The Provider shall promote diversity, equity, and inclusion in all business practices in connection with services provided to FaceUp's Customers;
3. shall provide a safe and healthy working environment for all employees and comply with all applicable occupational health and safety laws and regulations in connection with their business operations and services provided to FaceUp's Customers; and
4. shall minimize environmental impact and promote sustainable business practices, comply with all applicable environmental laws and regulations, and implement appropriate waste management and pollution prevention measures in connection with their business operations and services provided to FaceUp's Customers.

2. DATA PROTECTION AND PRIVACY

Each Customer and each Provider shall protect the confidentiality, integrity, and availability of all personal data and confidential information of FaceUp and its Customers. Each Customer and each Provider shall comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and equivalent regulations. Each Customer and each Provider shall implement appropriate technical and organizational security measures to protect personal data and confidential information processed in connection with services provided to FaceUp's Customers.

The Provider shall report any data breaches or security incidents to FaceUp immediately upon becoming aware of such breach or incident. The Provider shall process personal data only as authorized and in accordance with FaceUp's instructions and applicable data protection requirements.

3. BUSINESS INTEGRITY AND ANTI-CORRUPTION

Each Customer and each Provider shall conduct business with honesty, integrity, and transparency. Each Customer and each Provider shall not engage in bribery, corruption, money laundering, or other unlawful financial practices. The Provider agrees to comply with applicable anti-corruption laws and frameworks.

The Provider shall conduct all interactions with Customers and potential customers in a professional, courteous, and ethical manner. The Provider shall act in a way that upholds and protects FaceUp's reputation and goodwill, and shall not engage in any conduct that could reasonably be expected to harm, disparage, or negatively reflect upon FaceUp's business, brand, or standing in the marketplace.

The Provider shall maintain accurate books, records, and accounts that properly reflect all business transactions related to services provided to FaceUp's Customers.

4. FAIR COMPETITION AND INTELLECTUAL PROPERTY

The Provider shall compete fairly and ethically in the marketplace and shall not engage in anti-competitive practices, including price-fixing, market allocation, or bid-rigging.

The Provider shall respect intellectual property rights of FaceUp, its Customers, and third parties, and shall not make false or misleading statements about FaceUp's products, services, or competitors.

5. GIFTS AND HOSPITALITY

Each Customer and each Provider shall not offer or accept gifts, entertainment, or hospitality that could improperly influence business decisions or relationships with FaceUp or its Customers. Any gifts or hospitality must be reasonable, proportionate, transparent, and in compliance with applicable laws and regulations. Any form of gratuity, present, amenity, or entertainment must be of modest, symbolic value, occasional, and transparent.

6. CONFLICT OF INTEREST

Each Customer and each Provider must avoid situations where their personal or organizational interests conflict with the fair use of the Services. Each Customer and each Provider undertakes to identify, disclose, and mitigate any actual or perceived conflicts of interest in their relationship with FaceUp and when providing services to FaceUp's Customers. Each Customer and each Provider shall not use their position or relationship with FaceUp for personal gain and shall avoid situations where personal interests may conflict with FaceUp's or its Customers' interests.

7. SANCTIONS AND EXPORT CONTROL COMPLIANCE

Each Customer and each Provider declares and warrants that neither it nor any of its Affiliates, parent companies, subsidiaries, directors, officers, employees, agents, or beneficial owners:

1. is listed on any government-issued sanctions or restricted parties list (including, but not limited to, the U.S. OFAC SDN List, EU Consolidated Sanctions List, or UN Sanctions List);
2. is located in, incorporated in, or ordinarily resident in a country or region subject to comprehensive international sanctions or embargoes (including, without limitation, North Korea, Iran, Syria, Cuba, or the Crimea/Donetsk/Luhansk regions);
3. is directly or indirectly affiliated with, or provides material support to, any terrorist organization, violent extremist group, criminal enterprise, or regime engaged in systematic repression or human rights abuses.

Each Customer and each Provider must comply with all applicable trade and financial sanctions imposed by Sanctions Authorities, including the UN, EU, UK, U.S., or other applicable regimes. 

8. PROCUREMENT INTEGRITY AND SALES PRACTICES

Each Customer and each Provider shall not engage in anti-competitive conduct, including, but not limited to, price fixing, market sharing, collusion, bid rigging, or the exchange of commercially sensitive information in violation of competition law.

When marketing or promoting FaceUp's Services or products to Customers, the Provider shall do so accurately and truthfully, shall not make unauthorized representations, warranties, or commitments on behalf of FaceUp, and shall comply with all applicable advertising and consumer protection laws. The Provider shall respect Customer privacy and obtain appropriate consents for marketing communications.

The Customer shall ensure that its own suppliers, subcontractors, and business partners adhere to standards consistent with this Code when such parties are involved in the Customer's use of the Services. The Customer shall conduct appropriate due diligence on its supply chain and take corrective action if violations are identified.

The Provider shall ensure that its own suppliers, subcontractors, and business partners adhere to standards consistent with this Code when such parties are involved in providing services to FaceUp's Customers. The Provider shall conduct appropriate due diligence on its supply chain and take corrective action if violations are identified.

9. REPORTING, WHISTLEBLOWING, AND ENFORCEMENT

Each Customer and each Provider agrees to comply with this Code. The Provider shall report any suspected violations of this Code, laws, or regulations to FaceUp immediately. In the event of a breach of this Code, change in status or sanctions designation (a “Sanctions Event”), or discovery of any violation, the Provider shall notify FaceUp without undue delay. FaceUp reserves the right to suspend or terminate the partnership or vendor relationship in connection with any Sanctions Event or material breach of this Code. FaceUp may require corrective action plans for minor violations before considering termination. Each Customer and each Provider shall indemnify and hold FaceUp harmless from any resulting loss, including reasonable legal costs.

FaceUp reserves the right to audit the such party’s compliance with this Code. The Provider shall cooperate fully with any compliance audits, assessments, or investigations conducted by FaceUp or regulatory authorities. The Provider shall not retaliate against anyone who reports concerns in good faith regarding potential violations of this Code and may utilize FaceUp's whistleblowing channels where appropriate.

10. AMENDMENTS 

FaceUp may amend this Code from time to time to reflect legal changes or internal policy updates. The current version is always accessible via a link https://www.faceup.com/en/code-of-conduct. Continued business relationship with FaceUp constitutes acceptance of the updated Code.