Last Updated

October 29, 2023

Corporate Code of Conduct Policy

Last Updated
October 2023

Introduction

Butlr Technologies Inc. (hereinafter referred to as the "Company") is committed to conducting its business activities with the highest standards of ethics, integrity, and compliance with all applicable laws and regulations. This Corporate Code of Conduct Policy outlines the fundamental principles and guidelines that all employees, officers, directors, and contractors of the Company are expected to adhere to while representing the Company.

1. Ethical Behavior

1.1. Integrity

All employees are expected to act with integrity, honesty, and fairness in all business dealings and interactions, both within the Company and with external parties.

1.2. Conflicts of Interest

Employees and officers must avoid situations where personal interests may conflict with the interests of the Company. If a conflict of interest arises, it must be disclosed promptly to the Compliance Officer.

2. Compliance with Laws and Regulations

2.1. Compliance with Applicable Laws

The Company expects strict compliance with all local, national, and international laws, regulations, and standards relevant to its business operations.

2.2 Political Contributions

Business contributions to political campaigns are strictly regulated by federal, state, provincial and local law in the U.S. and other jurisdictions. Accordingly, all political contributions proposed to be made with the Company’s funds must be coordinated through and approved by the Compliance Officer. Service Providers may not, without the approval of the Compliance Officer, use any of the Company’s funds for political contributions of any kind to any political candidate or holder of any national, state, provincial or local government office. Service Providers may make personal contributions, but should not represent that he or she is making any such contribution on the Company’s behalf. Similar restrictions on political contributions may apply in other countries. Specific questions should be directed to the Compliance Officer.

2.3. Gifts and Entertainment

The giving and receiving of gifts can be a common and valid business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. Gifts and entertainment, however, should never compromise, or appear to compromise, any person’s ability to make objective and fair business decisions, or the ability of others to make their own objective and fair business decisions. In addition, it is important to note that the giving and receiving of gifts are subject to a variety of laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering the marketing of products, bribery, and kickbacks. Each individual covered by this Code is expected to understand and to comply with all laws, rules and regulations that apply to his or her job position.

2.4. International Trade Controls

Many countries regulate international trade transactions, such as imports, exports and international financial transactions. In addition, the United States prohibits any cooperation with boycotts against countries friendly to the United States or against firms that may be “blacklisted” by certain groups or countries. It is the Company’s policy to comply with these laws and regulations even if it may result in the loss of some business opportunities. Employees should learn and understand the extent to which U.S. and international trade controls apply to transactions conducted by the Company.

2.5. Foreign Corrupt Practices Act (FCPA) Compliance

The Company is committed to compliance with the Foreign Corrupt Practices Act (FCPA), which prohibits the bribery of foreign officials to obtain or retain business. Employees and officers must not offer, promise, or provide anything of value to foreign officials, directly or indirectly, for the purpose of influencing official actions or gaining an unfair business advantage. Additionally, all transactions and payments must be accurately recorded in the Company's books and records.  The Company is also subject to the UK Bribery Act (collectively with the FCPA and the anti-corruption laws of other jurisdictions, the “Anti- Corruption Laws”), which prohibits bribes to any individuals, not just government officials.

3. Respect in the Workplace

3.1. Respect for Others

The Company is committed to maintaining a respectful and inclusive workplace free from discrimination, harassment, and retaliation. All individuals must treat each other with respect and dignity.

3.2. Environmental, Social and Governance (ESG)

The Company is committed to reducing its environmental impact and that of its supply chain.  The Company supports efforts to limit greenhouse gas emissions as agreed by the Intergovernmental Panel on Climate Change.  In particular, the Company expects employees to take steps to reduce use of energy, water and other resources emissions, and waste, and make choices, including of suppliers, that minimize environmental impact.

The Company is committed to a work environment that promotes diversity, equity and inclusion (“DEI”) and expects all employees to promote DEI in hiring, evaluation, job allocation, promotion and supply chain decisions.

3.3. No Sexual Harassment

The Company has a zero-tolerance policy for sexual harassment. Sexual harassment is defined as any unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature that creates a hostile or intimidating work environment. Any form of sexual harassment is strictly prohibited and will result in immediate corrective action, including disciplinary measures, up to and including termination of employment or contractual relationships.

3.4. Reporting Violations

Employees are encouraged to report any violations of this Code of Conduct Policy or any other unethical or illegal behavior they become aware of, without fear of retaliation. Reports should be made to the Compliance Officer.

Additionally, if you are aware of any violations of this policy or are a victim of prohibited actions, we encourage you to contact the Human Resources department or the CEO directly. Your concerns will be treated confidentially and with the utmost seriousness. The Company is committed to addressing and rectifying any violations promptly and effectively.

4. Confidentiality and Data Protection

4.1. Confidential Information

All employees are required to safeguard the Company's confidential and proprietary information and to use such information only for legitimate business purposes.

4.2. Data Protection

The Company is committed to protecting the privacy and data of its customers, employees, and business partners and complies with all applicable data protection laws.

5. Consequences of Violations

Violations of this Code of Conduct Policy may result in disciplinary actions, up to and including termination of employment or contractual relationships. The severity of consequences will depend on the nature and severity of the violation.

Conclusion

This Corporate Code of Conduct Policy reflects the commitment of the Company to uphold the highest ethical standards and to conduct its business with integrity and accountability. All employees, officers, directors, and contractors are expected to read, understand, and abide by this policy.

This policy is subject to periodic review and updates as necessary. It is the responsibility of all individuals associated with the Company to stay informed about changes to this policy.