Ubicquia Supplier Code of Conduct

1. Purpose & Policy Scope

The purpose of this policy is to ensure that all Ubicquia, Inc. and Ubicquia Solutions Canada Inc. (collectively “Ubicquia”) all manufacturers, distributors, vendors, and other suppliers that supply the products that Ubicquia sells or otherwise does business with Ubicquia (each a "Supplier" and collectively "Suppliers") are aware of and understand important standards of business conduct and government regulations and laws applicable in the normal course of business. This Policy applies to all Ubicquia Suppliers.

2. Policy Statement

The Supplier Code of Business Conduct (“Code”) shall be available on Ubicquia’s website and will be integrated into Ubicquia’s purchase orders.

3. Introduction

Ubicquia, Inc. and Ubicquia Solutions Canada, Inc. (collectively “Ubicquia”) expects all of its Suppliers to act with the highest ethical standards and comply with all applicable laws.

This Code applies to Ubicquia and all of its subsidiaries.

This Code explains specific standards of business conduct applicable to Suppliers. The Code is designed to protect Ubicquia’s integrity and to ensure compliance with laws and regulations wherever Ubicquia does business.

Ubicquia will endeavor to keep this Code current and relevant. Therefore, Ubicquia reserves the right to modify, create, or amend it at any time and as it deems appropriate. This Code supersedes all previous policies about the same subject matter, whether oral or in writing, issued previously by Ubicquia.

4. Purpose

Corporate integrity, responsible product sourcing, and the safety and wellbeing of workers across the global supply chain are of paramount importance to Ubicquia. These principles apply to all aspects of Ubicquia 's business, and encompass all manufacturers, distributors, vendors, and other suppliers that supply the products that Ubicquia sells or otherwise does business with Ubicquia (each a "Supplier" and collectively "Suppliers").

These principles are reflected in this Code, which establishes the minimum standards that must be met by any Supplier that sells goods to or does business with Ubicquia, regarding:

  • Supplier's treatment of workers;
  • workplace safety;
  • the impact of Supplier's activities on the environment; and
  • Supplier's ethical business practices.

5. Applicability

This Code of Conduct applies to all Suppliers that:

  • provide goods to Ubicquia for resale; or
  • otherwise do business with Ubicquia.

Supplier is responsible for compliance with the standards set out in this Code ("Standards") throughout its operations and throughout its entire supply chain.

Without limiting Supplier's obligations hereunder, Supplier shall comply with the Standards in:

  • all of its facilities where goods destined for Ubicquia are manufactured, distributed, packaged or otherwise handled or services are provided ("Facility(ies)"); and
  • all of its operations, including with respect to manufacturing, distribution, packaging, sales, marketing, product safety and certification, intellectual property, labor, immigration, health, worker safety, and the environment.

Without limiting Supplier's obligations hereunder, Supplier is responsible for compliance with the Standards by all of its suppliers, vendors, agents, and subcontractors and their respective Facilities ("Partner(s)").

Supplier shall disclose to Ubicquia the names and contact information of its Partners at least 5 days before Ubicquia 's first purchase order. Supplier shall notify Ubicquia of the names and contact information of any new or former partners within 5 days of adding, changing, or eliminating any Partners.

6. Conduct Standards

a. Slavery & Human Trafficking

All labor must be voluntary. Supplier shall not support or engage in slavery or human trafficking in any part of its supply chain.

Without limiting Supplier's obligations hereunder, Supplier shall not, and shall ensure that its Partners do not, support or engage in, or require any:

  • compelled, involuntary, or forced labor;
  • labor to be performed by children;
  • bonded labor;
  • indentured labor; and
  • prison labor.

Compliance and Documentation
Supplier shall:

  • Implement and maintain a reliable system to verify the eligibility of all workers, including:
    • age eligibility; and
    • legal status of foreign workers.
    • Implement and maintain a reliable recordkeeping system regarding the eligibility of all workers.

b. Hazardous Work

Without limiting Supplier's obligations hereunder, Supplier shall not, and shall ensure that its Partners do not, support or engage in, or require any hazardous labor to be performed by any person under the age of 18. Hazardous labor involves any work, that by its nature or the circumstances in which the work is undertaken, involves the substantial risk of harm to the safety or health of the worker or coworkers if adequate protections are not taken.

c. Identification Papers 

Without limiting Supplier's obligations hereunder, Supplier shall not require any worker to surrender control over original:

  • identification papers or documents giving a foreign worker the right to work in the country;
  • identification papers or documents, such as a passport, giving a foreign worker the right to enter or leave the country; or
  • documents, such as a birth certificate, evidencing the worker's age.

d. Financial Obligations

Without limiting Supplier’s obligations hereunder, Supplier shall not, whether or not as a condition to the right to work, require any worker (or worker’s spouse or family member) to, directly or indirectly:

  • pay recruitment or other fees or other amounts (monetary or in-kind);
  • incur debt;
  • make financial guarantees; or
  • incur any other financial obligation.

e. Freedom of Movement 

Without limiting Supplier's obligations hereunder, Supplier shall ensure that workers have the right to freedom of movement without:

  • delay or hindrance;
  • the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation. Worker freedom of movement rights include each worker's right to leave the Facilities without retaliation:
  • at the end of each workday;
  • based on reasonable health and safety-related justifications; and
  • based on any reasonable circumstances, such as personal or family emergencies.

 

f. Freedom to Terminate Employment

Without limiting Supplier's obligations hereunder, Supplier shall allow workers to terminate their employment or work arrangement:

  • without restriction, other than what is permitted in applicable law; and
  • without the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation.

 

g. Compensation and Benefits

Supplier must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of:

  • the minimum wage and benefits established by applicable law;
  • collective agreements;
  • industry standards; and
  • an amount sufficient to cover basic living requirements. Supplier shall make wage payments at least monthly and provide benefits on a timely basis. Supplier's obligation to compensate and provide benefits applies to all workers at all times, including during periods of training, apprenticeship, and probation. Compliance and Documentation Supplier shall:
  • provide proof of payment to workers showing hours worked, wage amounts and rates (regular, overtime, and bonus), and deductions;
  • ensure that proof of payment is accurate, is clearly calculated, and enables workers to quickly verify the amount of payment and method of calculation; and
  • maintain proper documentation of wage payments for their internal records.

h. Deductions

Suppliers shall not make any deductions from wages, except those that are legally required or allowed.

i. Work Hours

Regular Work Hours
Supplier shall not require or allow workers to work more than the maximum legally permitted number of regularly paid hours worked per week.

Overtime Work Hours
Additional overtime hours are voluntary, and must not exceed the maximum legally permitted number of overtime hours worked per week.

Leave, Rest, and Lunch Breaks
Supplier shall allow workers to take:

  • reasonable rest breaks, including bathroom breaks;
  • reasonable lunch breaks;
  • permit workers to take paid or unpaid leave as required by applicable law.

Documentation
Supplier shall:

  • use an industry-accepted time-keeping system to track work hours; and
  • develop work-hour policies to ensure compliance with this Code and applicable law.

j. No Discrimination, Abuse, or Harassment

Supplier shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement, or any other employment practice based on race, color, national origin, gender, gender identity, sexual orientation, military status, religion, age, marital or pregnancy status, disability, or any other characteristic other than the worker's ability to perform the job.

Supplier shall treat workers with respect and dignity.

Supplier shall not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse or harassment. Supplier must not condone or tolerate such behavior by its Partners.

k. Health and Safety

Supplier shall provide a safe, healthy, and sanitary working environment. Supplier shall implement procedures and safeguards to prevent workplace hazards, and work-related accidents and injuries, including procedures and safeguards to prevent industry-specific workplace hazards, and work-related accidents and injuries, that are not specifically addressed in these Standards.

General and industry-specific procedures and safeguards include those relating to:

  • health and safety inspections;
  • equipment maintenance;
  • maintenance of Facilities;
  • worker training covering the hazards typically encountered in their scope of work;
  • fire prevention; and
  • documentation and recordkeeping.

Supplier shall provide workers adequate and appropriate personal protective equipment to protect workers against hazards typically encountered in the scope of work.

l. Facilities

Supplier shall:

  • ensure that all Facilities meet all applicable building codes and industry design and construction standards;
  • obtain and maintain all construction approvals required by law;
  • obtain and maintain all zoning and use permits required by law;
  • without limiting Supplier's obligations hereunder, ensure that all Facilities have:
  • an adequate evacuation plan;
  • adequate, well-lit (including emergency lighting), clearly marked, and unobstructed emergency exit routes, including exits doors, aisles, and [fire-rated enclosed] stairwells;
  • a sufficient number of emergency exit doors, which are located on all sides of each building, are unlocked (from the inside), and are readily opened from the occupied side and swing in the direction of emergency travel;
  • visible and accurate evacuation maps posted in the local language, and including a "you are here" mark;
  • adequate ventilation and air circulation;
  • adequate lighting;
  • adequate first aid kits and stations;
  • adequate fire safety, prevention, alarm, and suppression systems;
  • adequate access to potable water; and
  • adequate access to private toilet facilities.
  • post safety rules, inspection results, incident reports, and permits, in each case, as required by applicable law.

If Supplier provides dining facilities for its workers, it shall provide safe, healthy, and sanitary facilities (including food preparation and storage areas) that comply with all the Standards set out in the Health and Safety section of this Code. Without limiting Supplier's obligations hereunder, Supplier shall obtain and maintain all food preparation permits and health certificates required by law.

m. Freedom of Association and Collective Bargaining

Supplier shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining.

Without limiting Supplier's obligations set out above, Supplier shall not:

  • take any action to prevent or suppress the workers' exercise of freedom of association or collective bargaining rights;
  • discriminate or retaliate against, or discipline or punish, any worker who supports or exercises freedom of association or collective bargaining rights;
  • discriminate or retaliate against, or discipline or punish, any worker who raises collective bargaining compliance issues; or
  • discriminate or retaliate against, or discipline or punish, any worker based on union membership or the worker's decision to join or not join a union.

n. Environmental Protection

Operation of Supplier’s Facilities
Supplier shall operate its Facilities in compliance with all environmental laws, including laws and international treaties relating to:

  • waste disposal;
  • emissions;
  • ozone-depleting substances
  • discharges; and
  • hazardous and toxic material handling.

Inputs and Components
Supplier must ensure that the goods that it manufactures (including the inputs and components that it incorporates into its goods) comply with all environmental laws and treaties. Supplier must ensure that it will only use packaging materials that comply with all environmental laws and treaties.

o. Responsible Sourcing of Minerals

Suppliers will ensure that the tin, tantalum, tungsten and gold used in components and products supplied are conflict free. Suppliers must assure that the procurement of these metals does not either directly or indirectly benefit illegal armed groups through mining or mineral trading. Suppliers are to establish policies, due diligence frameworks, and management systems, consistent with the Organization for Economic Cooperation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Ubicquia may request Suppliers to provide disclosures as outlined in the industry developed Conflict Minerals Reporting Template (“CMRT”) to enable Ubicquia to evaluate Supplier components and products for conflict-free status.

p. Gifts and Entertainment

Supplier must maintain the highest ethical standards. Supplier must not offer cash, favors, gifts, or entertainment to Ubicquia's team members. Supplier shall also comply with Ubicquia's Foreign Corrupt Practices Act (FCPA) policy.

q. Imports and Customs

Supplier will comply with all import and customs laws, regulations and administrative determinations of the importing country.

r. Report Violations

Supplier shall self-report any violations of the Code. Supplier can also submit questions and comments regarding the Code, to Ubicquia's liaison set out below:

Law Department
401 East Las Olas Blvd., Suite 800
Fort Lauderdale, FL 33301
legal@ubicquia.com

Supplier shall not retaliate or take disciplinary action against any worker who has, in good faith, reported violations or questionable behavior, or who has sought advice regarding this Code.

s. Compliance with Laws

Supplier shall comply with all applicable national and local laws and regulations, including laws and regulations relating to all the Standards. Where this Code requires Supplier to meet a higher standard than set out by law or regulation, Supplier shall meet such higher standards. Supplier acknowledges that these Standards set out audit standards that Ubicquia may use to determine whether Supplier is meeting the requirements set out in this Code.

Supplier acknowledges that Ubicquia may in its discretion conduct inspections of the Facilities to confirm Supplier's compliance with this Code. Ubicquia has no obligation to conduct inspections.

t. Termination

Ubicquia may immediately terminate its business relationship (including any purchase order(s) and purchase contracts) with Supplier if Supplier or its Partners fail to meet the Standards.

Document Number: 9159 / Date Issued: 09/25/2025

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