LighthouseAI Code of Conduct

Last Revised: May 1, 2023

I. Introduction

This is the Pharma Solutions USA, Inc., DBA LighthouseAI (“LighthouseAI”) code of conduct (“Code”). It sets out expectations for LighthouseAI’s employees, including supplemental employees, and others, including Partners/Suppliers working for or on behalf of Lighthouse AI (collectively our “Community”). In addition to this Code, Lighthouse AI has a Partner/Supplier Code of Conduct to specifically address issues relating to Partners/Suppliers.

LighthouseAI does not expect you to know this Code and all LighthouseAI policies word for word. However, LighthouseAI does expect you to have a basic understanding of the issues and a detailed understanding of matters that apply to your job. While this Code covers many matters, it is not intended to be all-inclusive or to address every situation. When you follow some basic guidelines, you will help LighthouseAI maintain its high standards of business conduct:

• Always comply with the law and LighthouseAI policies, using good judgment, common sense and the highest standards of ethical conduct;

• Treat all LighthouseAI employees, customers, suppliers and partners in an honest and fair manner;

• Disclose activities, financial interests or relationships that may be or may appear to be a conflict of interest. Obtain prior written approval where appropriate;

• Create an environment where employees feel they can voice their concerns;

• Safeguard and properly use LighthouseAI proprietary and confidential information, assets and resources, as well as those of LighthouseAI customers and partners;

• Report suspected unethical or illegal behavior to the appropriate LighthouseAI resources;

• Always ask any questions or raise a concern you have about possible violations of laws, this Code or LighthouseAI policies; and

• Cooperate with LighthouseAI personnel conducting investigations. LighthouseAI expects the LighthouseAI Community worldwide to comply with this Code and LighthouseAI policies. LighthouseAI is committed to taking prompt and consistent action against anyone who violates this Code, which may include disciplinary actions, termination of employment or termination of any other business relationship. The Code establishes global standards for conducting LighthouseAI business, wherever you are. 

A. Fairness and respect. All employees should be treated fairly and with respect LighthouseAI values employee diversity and equal opportunity for all. Moreover, employee welfare is very important to us, and LighthouseAI is respectful of both the environment in which the LighthouseAI Community works and the people on whom it depends. LighthouseAI is firmly committed to Equal Employment Opportunity (EEO) and to compliance with all federal, state and local laws that prohibit employment discrimination on the basis of age, race, color, gender, sexual orientation, gender identity, ethnicity, national origin, citizenship, religion, genetic carrier status, disability, pregnancy, childbirth or related medical conditions, marital status, protected veteran status and other protected classifications. As part of LighthouseAI’s commitment to a positive work environment, LighthouseAI expects all employees to adhere to its core values, which includes treating everyone with respect. LighthouseAI prohibits any conduct that creates an intimidating, offensive or hostile working environment, or that interferes with work performance. You must never engage in violence or other harmful actions. These may include:

• Threats of physical or psychological harm;

• Violent or bullying behavior; and

• Distribution, sale, or possession on LighthouseAI, customer or partner premises of illegal drugs or any other controlled substance (other than for approved medical purposes). Moderate and prudent consumption of alcohol at a company-sponsored function or during legitimate business entertainment is permitted. However, you should not be on LighthouseAI premises, at LighthouseAI events or in the workplace if you are using, under the influence of, or affected by illegal drugs or any other controlled substance (other than for approved medical purposes).

B. Comply with the law. LighthouseAI is committed to adhering to applicable employment laws (such as child labor laws and laws relating to wages, hours and working conditions), and to working with socially responsible partners that embrace high standards of ethical behavior and treat their employees fairly and with respect. LighthouseAI supports fair and living wages for all employees. LighthouseAI partners’ commitment to the health and safety of their employees is also important to us, and LighthouseAI will avoid working with partners that do not comply with laws relating to child labor, wages, hours, and working conditions. Furthermore, LighthouseAI prohibits and will not tolerate slavery or trafficking in persons or the use of forced or child labor by anyone in the LighthouseAI Community, including LighthouseAI partners and suppliers.

C. Avoid conflicts of interest. Always disclose situations that have potential to create a conflict of interest. LighthouseAI encourages you to partake in legitimate financial, business, or other activities outside your job so long as they do not conflict with your responsibilities to LighthouseAI. Conflicts of interest usually occur when an individual’s personal interests interfere (or appear to interfere) with the interests of the company. They can arise when you take action or have interests that make it difficult to perform your job objectively or effectively or otherwise interfere with your ability to make objective business decisions on behalf of LighthouseAI. Conflicts can also arise when you or your family members or friends receive improper benefits because of your position at LighthouseAI. If you think you may have a conflict of interest—actual or potential— always disclose it in writing to your manager immediately. Just because a conflict of interest exists does not mean the activity or action will be prohibited. It is, however, important to resolve the conflict of interest to protect you and LighthouseAI. Having a conflict is not necessarily a violation of the Code, but failing to disclose and seek approval is.

D. LighthouseAI business opportunities. You may not take advantage of any business opportunity or compete with LighthouseAI by providing services, purchasing or selling any property or diverting from LighthouseAI any business opportunity in which LighthouseAI has or is likely to have an interest. A LighthouseAI employee may refer customers to third party vendors, but must first obtain LighthouseAI management authorization and cannot accept any fee, commission, or any other compensation for this activity from anyone except LighthouseAI.

E. Use of LighthouseAI assets. You may not use LighthouseAI funds, facilities, equipment, know-how, or personnel for any other business or personal endeavors.

F. Gifts, entertainment, things of value. You may not accept or offer (directly or indirectly) anything of value from or to a competitor, vendor, customer, partner or reseller—particularly where the purpose is (or could appear to be) to improperly influence a business decision or relationship.

G. Personal relationships. You must refrain from conducting personal business with any competitor, vendor, customer, reseller, distributor, or other company that is owned or controlled by a relative, family member, or close friend. Also, you must refrain from hiring a relative, family member or close friend without first disclosing your relationship to that person.

H. Social and Environmental Responsibility. The tie between work and well being is at the core of LighthouseAI corporate citizenship efforts. LighthouseAI is committed to community service and focus its resources on community-based projects, such as helping families in need where employees live and work. LighthouseAI supports education, environmental stewardship and technology advancement and volunteerism. Any charitable donation on behalf of LighthouseAI must be approved by LighthouseAI in advance. LighthouseAI complies with applicable laws and regulations regarding the use and preservation of land, air, and water, and is committed to working with socially responsible partners and suppliers who likewise comply.

II. Protecting our Business

A. Protect company assets. Protect LighthouseAI assets and those of our customers and partners, particularly confidential information Always use LighthouseAI assets for legitimate business purposes. 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. Confidential information of LighthouseAI is a valuable asset. You should use confidential information only as authorized and only for LighthouseAI business. What is confidential information? Confidential information includes all non-public information that might be of use to competitors or harmful to LighthouseAI or its customers, partners, suppliers or vendors if disclosed. LighthouseAI also receives and agrees to keep certain third-party information confidential. This may include data to which our customers give us access to provide services. Your responsibility to protect confidential information applies whether or not the information is labeled or designated as proprietary or confidential, and it applies even after you have left LighthouseAI. You are responsible for checking whether an appropriate confidentiality agreement is in place before disclosing confidential information to any third party. If you believe that you or anyone else may have disclosed confidential information or otherwise misused LighthouseAI assets, even if inadvertently, you must discuss this with your manager immediately.

B. Keep LighthouseAI intellectual property safe. Intellectual property is LighthouseAI’s lifeblood. Keep it safe. It is essential to establish, protect and defend LighthouseAI rights in its intellectual property. You must take steps to safeguard these assets regardless of whether they are labeled as proprietary or confidential or contain a copyright notice or other designation. Always understand and comply with any specific policies that apply to LighthouseAI intellectual property and require customers, vendors and partners to do so as well. Intellectual property includes trade secrets, know-how, patents, copyrights, trademarks and their embodiments, such as source code. LighthouseAI also respects the intellectual property rights of others. Unauthorized use of third-party intellectual property may expose LighthouseAI to potential liability. In many countries, theft and misappropriation of intellectual property also may result in criminal penalties for individuals.

C. Privacy. As part of LighthouseAI’s commitment to privacy, and in order to comply with data protection laws, you must:

• Always maintain the confidentiality of any personal information encountered while working for LighthouseAI;

• Only access and use personal information to the extent necessary to perform your job;

• Handle personal information in a manner that will avoid accidental loss or alteration or unauthorized access;

• Never disclose personal information to anyone outside of LighthouseAI without specific authorization from your manager and the local Legal representative in your region; and

• Follow LighthouseAI records retention policy and schedule regarding data security to minimize use, collection, retention, loss or destruction of, or damage to, personal data. If you believe that personal information has been used, lost or disclosed without authorization, you should immediately alert your manager. LighthouseAI user information, data or communications stored on LighthouseAI systems or networks is considered property of the company. 

III. Dealing with Customers and Third Parties 

A. Dealing with customers and third parties. LighthouseAI business must always be conducted in an ethical, honest and fair manner. Never make oral or written misrepresentations, or dishonest or misleading statements, to anyone. This applies to all areas of LighthouseAI business and all of its relationships, and it applies no matter where the oral or written representation is made. Keep accurate and honest records. LighthouseAI is committed to providing complete, accurate and timely information, in all material respects, about the company’s financial condition and business results. LighthouseAI books and records must always accurately and fairly reflect all transactions. Always make sure that any documentation you submit or approve is complete, accurate, timely, and has the appropriate authorization and signatures. To compete in the marketplace, it is often necessary to collect competitive information. LighthouseAI does so lawfully. You may only gather information about other companies (including competitors) and business opportunities using appropriate methods. Illegal practices such as trespassing, burglary, misrepresentation, wiretapping, stealing, hacking and fraud are prohibited. Never solicit or knowingly accept confidential information from a competitor’s employees, former employees, or customers. 

B. Deal ethically with vendors. It is essential that you deal ethically with all of LighthouseAI vendors and strive to develop mutually beneficial relationships. The selection of vendors must always be based on objective factors such as price, quality, products or services offered, as well as the integrity and reputation of the vendor.

C. Make sure gifts and entertainment are appropriate. All entertainment, gifts and other benefits must be reasonable. Never give, request, or accept anything of value—particularly gifts, entertainment, or other benefits—which may influence (or appear to influence) the bona fide business relationship between you and another party. Giving gifts or providing entertainment is often a customary, common business practice, designed to legitimately strengthen business relationships. However, the LighthouseAI Community must take care to ensure that gifts and entertainment given to and received from current or prospective partners and customers and others are modest in nature and should not create the appearance of an impropriety. Gifts and entertainment must be reasonable and be based on the expectation that they will become publicly known. Preference should be given to merchandise of a promotional nature, such as the branded items available through the LighthouseAI You should also never give, offer, or accept any cash or cash equivalents (for example, gift cards or coupons). Never use a third party (such as an outside consultant, reseller or agent) to avoid or get around these prohibitions. Gifts, entertainment and other benefits must be properly recorded and accounted for in company financial records. Offering gifts or entertainment to government officials is governed by a much more strict set of rules. The safe path is to avoid any such activity. In addition, some of LighthouseAI’s customers and partners prohibit giving gifts of any kind or value (directly or indirectly) to their employees, and you are required to comply with their policies. The same principles apply when you are offered or given gifts or entertainment. The LighthouseAI Community must always refrain from requesting, directly or indirectly, any gifts, entertainment, or other benefits from anyone with whom LighthouseAI does or could do business. 

D. Never bribe or offer inducements. LighthouseAI does not allow bribes, kickbacks, or any other improper payments, regardless of local practices or competitive intensity. Laws and rules governing payments to government officials are complicated–what may be permissible with commercial customers may be illegal with government officials—and, in some cases, be a crime. Be aware that employees of companies with government ownership may be considered government officials. Always fully comply with anti-corruption laws where LighthouseAI does business, including the Foreign Corrupt Practices Act (FCPA), which applies globally to LighthouseAI and sets out prohibited activities when doing business with foreign government officials, and the UK Bribery Act. Contributions by, or on behalf of, LighthouseAI to an individual politician, candidate or holder of a governmental office or political party are prohibited. You should avoid personal political contributions that may create the appearance of a conflict of interest or an actual conflict of interest. Employees working or travelling in certain countries on LighthouseAI business may sometimes be told by foreign government 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. 

IV. Important Laws and Regulations

A. Respect international trade controls. Complex and highly regulated international trade controls apply to LighthouseAI business. 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 LighthouseAI 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 LighthouseAI does business. You are responsible for understanding whether U.S. trade controls apply to transactions conducted by your business unit (including outside the United States). 

B. Compete fairly. LighthouseAI is committed to free, fair, and open competition in the global marketplace The LighthouseAI Community 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, resellers, partners or and While basic anti-trust and competition law principles apply worldwide, there are significant country and regional differences. If you have any questions or concerns about anti-trust or unfair competition issues, especially if you are doing LighthouseAI business outside the U.S., discuss these with your manager.

V. Raise Concerns

A. Ask questions and raise concerns. The LighthouseAI Community has an obligation to ask questions or report concerns about possible violations of this Code, LighthouseAI policies and laws. Because it’s important that you feel comfortable when you ask questions and raise concerns, LighthouseAI is committed to providing you with various ways to do this confidentially and anonymously. Please feel free to ask about available reporting channels. Please note that some countries in which LighthouseAI does business do not allow concerns to be reported anonymously. Usually, you can raise the matter with your manager, and often this will be enough to resolve it. There may be situations in which you would prefer to, or feel it is necessary to, raise the matter with someone else, either because you are more comfortable doing so, the matter involves your manager, or you don’t feel that your manager has understood or adequately dealt with the matter. LighthouseAI understands that it is not always easy to be in this situation. If you are a manager, you have the additional responsibility to escalate concerns that you are aware of or that have been reported to you.

B. No retaliation. LighthouseAI will not tolerate any retaliation or adverse action against you for raising or helping to resolve, in good faith, any concerns about possible violations of law, this Code, or LighthouseAI policies. If you believe you are being retaliated against in any way, you should report it to one of the resources listed below. Anyone who is found to have engaged in retaliation may be subject to discipline up to and including termination of employment or any other business relationship.

C. Revisions. LighthouseAI reserves the right to revise this Code from time to time at its sole discretion to meet changing business, regulatory and compliance needs.  When it does so, LighthouseAI will update the “Last revised” date” at the top.