Introduction
This SUPPLIER/PARTNER CODE OF BUSINESS CONDUCT (“Code”) sets out the standards, including ethical business practices and regulatory compliance, for all third-party business partners working with Hypori, Inc. (“Hypori”) (including without limitation suppliers, vendors, partners, distributors, resellers, subcontractors, agents and their employees, personnel and contractors (collectively “Supplier/Partner”). All Suppliers/Partners are expected to uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all Supplier/Partner personnel are aware of, understand and adhere to these standards.
While this Code covers many matters, it is not intended to be all-inclusive or to address every situation. Hypori is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to modification. In the event of conflicts between this Code and future modifications, the latest modification shall control.
Hypori is committed to taking prompt and consistent action against third parties who violate this Code and/or any applicable policies, which may include disciplinary actions, termination of the business relationship, and other legal remedies.
Acting Ethically
All Persons Should Be Treated Fairly and With Respect
Hypori values equal opportunity for all and prohibits discrimination on the basis of race, color, ethnicity, sex (including pregnancy, childbirth, lactation status, or related medical conditions), gender (including gender identity and gender expression), religion (including religious dress and grooming practices), creed, marital status, age, national origin, ancestry, citizenship, physical or mental disability, taking or requesting statutorily protected leave, military and veteran status, genetic information, medical condition (including cancer and genetic characteristics), sexual orientation, or any other protected class, characteristic, or consideration made unlawful under applicable laws (each, a “Characteristic”).
Supplier/Partner must not tolerate discrimination in any aspect of its employment relationships and shall commit to a workplace free of any discrimination or harassment based on any Characteristic, or any other factors that are not related to a person’s job-related qualifications and the legitimate business interest of Supplier/Partner.
Supplier/Partner must prohibit any conduct that creates an intimidating, offensive or hostile working environment, or that interferes with work performance. Such prohibited conduct includes, but is not limited to:
- Threats of physical or psychological harm
- Violent or bullying behavior
- Distribution, sale, or possession of illegal drugs or any other controlled substance (other than for approved medical purposes) at Hypori, Supplier/Partner, or customer premises or events
Supplier/Partner personnel may not be on Hypori premises, at Hypori events or in the workplace if they are using, under the influence of, or affected by illegal drugs or any other controlled substance (other than for approved medical purposes). Suppliers/Partners must provide a safe, healthy, and sanitary working environment and comply with all applicable health and safety laws.
Hypori prohibits and will not tolerate slavery or trafficking in persons, or the use of forced or child labor by anyone in the Hypori Supplier/Partner community. Supplier/Partner is required to comply with all applicable employment laws, including, but not limited to laws relating to child labor, wages, hours, and working conditions, and to take affirmative steps to combat, slavery and trafficking in persons and forced or child labor.
Supplier/Partner must comply with all environmental laws applicable to the conduct of its operations or, where relevant, the manufacture and packaging of its goods. Supplier/Partner must have suitable policies and systems in place for managing environmental risks.
Avoid Conflicts of Interest
A conflict of interest describes any circumstance that could cast doubt on a Supplier/Partner’s ability to act with total objectivity regarding the sale of products and services on behalf of or to Hypori. In the event Supplier/Partner feels that a conflict of interest or potential conflict of interest may exist with Hypori or any Hypori employee(s) or contractors, all pertinent details should be promptly reported via [email protected].
Supplier/Partner must report any situations where a current employee, officer, director or principal of Supplier/Partner is a current employee of Hypori or is a direct family member of a Hypori employee. A direct family member includes a parent, sibling, spouse or partner, or child, including, in each instance, where such a relationship is created through marriage (e.g., a brother-in-law, a mother-in-law, a stepchild, etc.)
Protecting Our Business
Protect Hypori Assets and Those of Our Customers, Partners and Suppliers, Particularly Confidential Information
Hypori assets may only be used for legitimate business purposes consistent with your relationship with Hypori. When you are entrusted with these assets, you are responsible for making sure that adequate safeguards exist to prevent their unauthorized use, loss, or destruction.
Suppliers/Partners are required to protect these assets, including confidential information, in a manner consistent with the Hypori standards and/or the terms of your agreement with Hypori whichever is more stringent.
If you believe that you or anyone else may have disclosed confidential information or otherwise misused Hypori assets, even if inadvertently, you must report this to your Hypori point of contact or to [email protected].
Partners and Suppliers accessing or using Hypori Products and Services are also required to comply with Hypori’s Acceptable Use Policy, available at www.hypori.com/legal.
Protect Personal Information
As part of Hypori business, Hypori may collect and retain personal information about its employees and about its customers and partners and their employees, customers and vendors (“Hypori Personal Information”). Hypori Personal Information includes any information relating to an identified or identifiable person, or that is linked or linkable to an individual, and can include information about a person’s education, finances, employment or personal health. Common types of personal information include names, addresses, telephone numbers, Internet protocol addresses, dates of birth, social security and other identification numbers, and credit card or bank account numbers.
As part of Hypori’s commitment to privacy, and to comply with data protection laws, Suppliers/Partners must:
- Always maintain the confidentiality of any Hypori Personal Information encountered or collected while working on an engagement for Hypori
- Only access and use Hypori Personal Information to the extent necessary to perform your function
- Handle Hypori Personal Information in a manner that will avoid accidental loss or alteration or unauthorized access
- Never disclose Hypori Personal Information to anyone outside of your organization without specific authorization from Hypori
- Securely delete or return Hypori Confidential Information upon completion of the applicable engagement, at the termination or expiration of your Agreement with Hypori, or whenever instructed to do so by Hypori in writing
- Ensure that you are familiar with and adhere to the terms of your agreements with Hypori relating to the handling of personal and/or confidential information, including:
- For Suppliers: Hypori’s Supplier Security Standards and applicable data processing addendum, available upon request at [email protected].
- For Partners: Hypori’s Partner/Reseller Data Processing Addendum, available upon request at [email protected] or at hypori.com/legal.
If you believe that Hypori Personal Information has been used, lost or disclosed without authorization, you should immediately alert [email protected] or [email protected] to report the disclosure.
You should be aware that Hypori may monitor information systems, resources, and infrastructure to ensure compliance with its corporate, regulatory or legal requirements.
Keep Intellectual Property Safe
Intellectual property includes trade secrets, know-how, patents, copyrights, trademarks, and their embodiments, such as source code.
It is essential to establish, protect and defend Hypori rights in its intellectual property due to its value to Hypori business. You must take steps to safeguard these assets in whatever form regardless of whether they are labeled as proprietary or confidential or contain a copyright notice or other designation.
In addition to protecting Hypori’s intellectual property rights, Suppliers/Partners must also respect the intellectual property rights of others. In many countries, theft and misappropriation of intellectual property may result in criminal penalties for individuals.
Supplier/Partner is responsible for protecting the intellectual property of Hypori and others and may not directly or indirectly loan, copy, download, use or distribute intellectual property or disclose it to any unauthorized person (including unauthorized Supplier/Partner employees and external individuals) unless you are doing so in accordance with the terms agreed between Supplier/Partner and Hypori or if applicable the third party.
Dealing with Customers and Third Parties
Supplier/Partner Business Must Always Be Conducted in an Ethical, Honest and Fair Manner
Tell the Truth
Never make oral or written misrepresentations, dishonest, disparaging or misleading statements, or utilize any unethical or deceptive trade practices. This applies to all areas of your business and its relationships.
Keep Accurate and Honest Records
Supplier/Partner books and records must always accurately and fairly reflect all transactions with Hypori, whether inbound or outbound. No off-books, side agreements, or other similar activities will be created or used. All documentation you submit related to Hypori business must be complete, accurate, timely, and have the appropriate authorization and signatures. This includes orders, costs, sales, shipments, financial information, expense reports, time slips, and all other important company information. Partners should only place orders that correspond with a binding commitment to purchase from an end user. Partner/Supplier is responsible for cooperating with Hypori inquiries, audits and investigations.
Obtain Information Appropriately
To compete in the marketplace, it is often necessary to collect competitive information. Supplier/Partner must do so lawfully, using appropriate methods, and consistent with Hypori policies on gathering such information.
Illegal practices such as trespassing, burglary, misrepresentation, wiretapping, hacking, fraud, and stealing are prohibited.
Always Compete Fairly
Hypori is committed to free, fair, and open competition in the global marketplace. Supplier/Partner must comply with all laws that promote competition and avoid business activities or conduct that would unlawfully restrict competition. Antitrust, unfair competition, and trade regulation issues may arise in dealings with competitors, vendors, distributors, resellers, partners, or customers.
Supplier/Partners must avoid:
- Inappropriately sharing Hypori, other third party or Supplier/Partner confidential information to gain a marketplace advantage
- Engaging in discussions with employees of competitors within trade associations, standard setting bodies, consortia and other industry organizations regarding costs, prices, terms of sale, territories, competitive bids or customers
Hypori Does Not Allow Bribes, Kickbacks, or Any Other Improper Payments, Regardless of Local Practices or Competitive Intensity. Follow All Laws and Policies Concerning Any Interactions with Government Entities.
Any gifts or entertainment must be legal, and for legitimate business purposes related to your engagement with Hypori. Gifts and entertainment include anything of value that may be offered or accepted, including food, beverages, event tickets, travel, logo items, giveaways and prizes. Supplier / Partner should never directly or indirectly give, offer, or accept any cash or cash equivalents (for example, gift cards or coupons) in relation to any Hypori business activities.
Giving and receiving gifts or entertainment is often a customary common business practice designed to legitimately strengthen business relationships. However, Suppliers/Partners must ensure that gifts and entertainment given to and/or received from current or prospective partners, suppliers and customers (including to Hypori employees or contractors) are modest in nature and do not create even the appearance of impropriety.
Supplier/Partner must never offer, give, solicit, or accept any money, gifts or anything else of value for the purpose of:
- Obtaining, retaining, or directing business, or
- Bestowing or receiving any kind of favored treatment or inappropriate business advantage
Supplier/Partner must never use a third party (such as an outside consultant, reseller, supplier or agent) to avoid or get around this prohibition. For example, you may not give anything of value to a third party if you have reason to think that it may be passed on to another third party such as a government employee or official. Fees, commissions, and expenses paid to outside consultants, resellers, or third parties must be based on proper billings, reasonable standards and actual services provided.
The purpose of all Hypori marketing sponsorships is solely to promote Hypori’s business, products, services or brand and may not be used to improperly benefit any individual, directly or indirectly.
Gifts, entertainment and other benefits must be properly recorded and accounted for in company financial records. The creation of any side or “off book” funds for any purpose is strictly prohibited.
Supplier/Partner is required to fully comply with all anti-corruption, anti-bribery and anti-money laundering laws related to Hypori business, such as the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, which both apply to Hypori and its third parties regardless of where the business is being conducted.
Laws and rules governing offering or providing anything of value to government employees and officials are complicated. What may be permissible with private sector individuals may be illegal with government/public sector employees or officials. Liability can extend not only to the entities involved but also to the individuals. Be aware that employees of companies with even partial government ownership or those acting on behalf of a government entity may be considered government employees or officials. Suppliers/Partners are responsible for knowing when they are dealing with a government/public sector employee or official and adhering to all such limitations and prohibitions.
Contributions by you on behalf of Hypori, directly or indirectly, to an individual politician, candidate or holder of a governmental office, or a political party, committee, or charitable entity, are prohibited.
Supplier/Partner personnel working or travelling in certain countries related to Hypori business may sometimes be told by foreign government employees or officials or other persons that they must pay for certain privileges, services, or actions that would normally not cost anything. These types of payments, often known as facilitation payments, are not permitted and will not be paid or reimbursed by Hypori.
Lobbying
If engaging in lobbying communication, directly or indirectly, with any member or employee of a legislative body or with any government official or employee in the formulation of legislation or public policy, a Supplier/Partner must make clear to such government official or employee that the Supplier/Partner is speaking on its own behalf and must not create any perception that the Supplier/Partner is speaking on behalf of, or is representing, Hypori or its affiliates. Absent the express, prior written consent of Hypori’s General Counsel, lobbying efforts by a Supplier/Partner on behalf of Hypori are strictly prohibited.
Suppliers/Partners are responsible for knowing when any of their own activities related to Hypori business transactions may constitute lobbying under local laws and adhere to all related registration and reporting requirements. Hypori external consultants/lobbyists do not advise or represent Suppliers/Partners – Suppliers/Partners should retain their own services separately.
This prohibition does not apply to a Supplier/Partner’s routine business communications with government agencies in connection with its own contracts or products, provided such communications do not reference or purport to represent Hypori.
Important Laws and Regulations
Respect International Trade Controls
Many countries regulate international trade transactions, such as imports, exports, and international financial transactions, for a variety of reasons, including national security and foreign policy.
All of Supplier/Partner activities must fully comply with the trade control laws and regulations of the United States, as well as similar laws that apply in the countries in which Hypori and Supplier/Partner does business.
Export administration regulations restrict the export from the United States and the re-export from overseas of products that employ encryption functionality, including Hypori products with that functionality. These products may require review or licensing by the U.S. Department of Commerce prior to any export or re-export. These regulations also restrict the release of certain technology to non-U.S. persons, regardless of where release may take place.
Hypori products may also be subject to regulations that prohibit most transactions with certain designated countries, entities, and individuals.
You are responsible for understanding whether U.S. trade controls apply to your engagement with Hypori (including outside the United States).
DOJ Bulk Data Security Regulations
Supplier/Partner must comply with Executive Order 14117 issued by the U.S. Department of Justice (“Final Rule”).
By continuing to Access data provided under any Agreements between Hypori and Supplier/Partner, Supplier/Partner represents and warrants that:
- Neither Supplier/Partner nor any of its affiliates (collectively, “Supplier/Partner Entity”):
- is organized or chartered under the laws of a Country of Concern,
- has its principal place of business in a Country of Concern, or
- is 50% or more owned, directly or indirectly, individually or in the aggregate, by one or more Countries of Concern or Covered Persons.
- No Supplier/Partner Entity, and no employee or contractor of Supplier/Partner Entity, that has Access to Covered Data made available by Hypori is in a Country of Concern or otherwise qualifies as a Covered Person.
- No Supplier/Partner Entity, employee, or contractor has been determined by the U.S. Attorney General to be a Covered Person.
- No Supplier/Partner Entity will provide Access to Company’s Covered Data to a Country of Concern or Covered Person.
- Supplier/Partner will notify Hypori in writing within 72 hours of any change to the foregoing by emailing [email protected] or [email protected].
Relevant Definitions
- “Access” means logical or physical access, including the ability to obtain, read, copy, decrypt, edit, divert, release, affect, alter the state of, or otherwise view or receive, in any form, including through information systems, information technology systems, cloud-computing platforms, networks, security systems, equipment, or software.
- “Country of Concern” means the People’s Republic of China, including the Special Administrative Regions of Hong Kong and Macau, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, and the Bolivarian Republic of Venezuela.
- “Covered Data” means any information subject to regulation under the Final Rule, including but not limited to bulk U.S. sensitive personal data and U.S. government-related data, as those terms are defined in the Final Rule, including but not limited to human economic data, biometric identifiers, precise geolocation data, personal health data, personal financial data, and covered personal identifiers.
- “Covered Person” means any individual, entity, or organization defined under the Final Rule, including but not limited to entities that are located in a Country of Concern, organized or chartered under the laws of a Country of Concern, have a principal place of business in a Country of Concern, or are more than 50% owned by a Country of Concern or an individual who qualifies as a Covered Person.
If you are unable to comply with the foregoing at any time for any reason, then please notify Hypori by emailing [email protected] or [email protected] immediately.
Ask Questions and Raise Concerns
Suppliers/Partners have an obligation to ask questions, or report concerns about possible violations of this Code or other Hypori policies.
Hypori will promptly review all matters reported. In some cases, Hypori may report violations of law to regulators or law enforcement officials.
Hypori will maintain confidentiality to the extent possible and will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or reported questionable behavior or a possible violation of this Code.
Last updated: December 2025