At AudienceCo (FAC 213 Limited), we strive to employ the highest ethical standards, demonstrating honesty, fairness and accountability in every decision and action.

Scope: This Code of Conduct ("Code") applies on a worldwide basis to AudienceCo. This Code applies not only to the activities of AudienceCo in every region but also to its officers, directors, and employees.

OUR RESPONSIBILITIES GENERALLY:
We are responsible for complying with this Code and with all AudienceCo policies and practices. We comply with the laws, rules and regulations of the countries in which AudienceCo does business and with specific AudienceCo policies regarding legal and ethical conduct. We support the principles outlined in The Council of PR Firms Code of Ethics and Principles. Those policies may be amended or supplemented from time to time.

We are responsible for raising questions about the Code and underlying policies, and seeking guidance, whether from a manager, or a member of the Human Resources team. Ignorance is not an excuse for violating this Code.

OUR RESPONSIBILITY TO COMPLY WITH THE LAWS:
We comply with all applicable laws, rules and regulations. In some instances, local or foreign laws may differ from the principles outlined in this Code. Generally, in those situations the more restrictive policies, laws or regulations would apply. Some of the laws you may encounter are summarized below.

ANTITRUST AND COMPETITION:
We do not discuss pricing policies and terms, business or marketing plans and any other confidential business matters in our contacts with competitors. If a competitor raises any of these issues, no matter how casually, stop the conversation, explain that it is against our policy to discuss such matters and communicate the incident.

ANTI-CORRUPTION AND BRIBERY:
We do not pay or offer to pay money or give anything else of value to individuals, government officials, officials of public international organizations, political candidates or political parties for the purpose of obtaining or retaining business for AudienceCo. We will not engage an intermediary (such as an agent) to provide such payments. Violations of the anti-corruption and bribery laws (and other similar laws) may cause AudienceCo to incur fines and can also lead to fines or jail terms for the individuals involved.

INSIDER TRADING:
We do not trade in securities of clients or other companies or advise others to do so, based on material inside (nonpublic) information gained about those clients or companies in the course of our duties for AudienceCo.

ANTI-MONEY LAUNDERING:
Money laundering laws prohibit engaging in any financial transaction if it is known that the funds used in the transaction were derived from illegal activities. They also can apply to efforts to conceal the identity, source or destination of money. We are committed to being transparent and complete in recording and documenting all transactions, and ensuring that the underlying activities, sources and destinations of the funds comply with applicable laws and regulations.

OUR RESPONSIBILITIES TO OUR CLIENTS, SUPPLIERS AND COMPETITORS:
Even in a competitive environment, we must act ethically in our dealings with other companies.

GATHERING COMPETITIVE INTELLIGENCE:
We may learn about a client's or a competitor's services and activities if such information is based on publicly available information, such as public presentations, public marketing documents, journals and magazine articles, advertisements, and other published information or private non-confidential sources. We should not seek information illegally or in a way that involves a breach of integrity or breach of any confidentiality or employment agreement. We must never misrepresent our identities when attempting to collect competitive information. Direct exchange of competitive intelligence with our competitors is prohibited.

GIFTS AND BUSINESS ENTERTAINMENT:
Developing strong working relationships with our clients, suppliers and other business partners is important to our growth. Business gifts and entertainment are sometimes used to strengthen these bonds. However, we must always exercise caution when offering or accepting business courtesies.
We may give or accept gifts of a nominal value on an infrequent or occasional basis, such as during the holiday season but only as a reasonable business courtesy. Gifts of cash or cash equivalents (e.g., vouchers and gift certificates) are never permitted. Routine business-related entertainment is also generally acceptable. Examples include a business lunch or dinner, sports outings or cultural events. However, we may not give or accept gifts covering non-business expenses, such as travel for a client, family member or supplier.

UNFAIR METHODS OF COMPETITION AND DECEPTIVE PRACTICES:
We will not make false or misleading representations about AudienceCo's services or products, falsely disparage a competitor or its products, or make service or product claims without facts to substantiate them.

POLITICAL ACTIVITY:
AudienceCo will comply with all applicable laws regarding campaign contributions, lobbying, and ethical standards that apply to dealings with public officials and government employees. Except as specifically permitted by law and expressly authorized by the AAB, no AudienceCo funds will be used to make contributions or payments to political candidates or causes. Only designated AudienceCo officers and employees are authorized to communicate with elected officials regarding the public policy issues that affect AudienceCo or its clients.

OUR RESPONSIBILITIES TO AudienceCo:
We must use only Agency resources, Agency property and Agency opportunities for the benefit of AudienceCo and its clients.

BUSINESS RECORDS:
We honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy. Examples include, but are not limited to, accurately recording your worked hours and PTO and expense reimbursement requests as directed by AudienceCo. We create, retain and dispose of business records in compliance with all applicable legal and regulatory requirements. We are always honest, direct and truthful in discussions with regulatory agency representatives and government officials.

CONFLICT OF INTERESTS:
The term "conflict of interest" describes any circumstance that could cast doubt on our ability to act objectively regarding AudienceCo. We avoid situations that we know or should know, create actual or potential conflicts of interest, or the appearance of a conflict of interest, and immediately disclose them to AudienceCo if they arise. This includes instances where an employee, or a member of his or her family, receives personal benefits as a result of his or her position with AudienceCo or with a client. We cannot use Agency property for personal gain or take for ourselves business opportunities that arise through the use of Agency property, information or position.

PROTECTION OF PROPRIETARY INFORMATION:
Protection of Proprietary Information: We must safeguard AudienceCo proprietary information, client information, and all other third-party proprietary information entrusted to AudienceCo, from loss, theft, and unauthorized modification, access and disclosure. All nonpublic information related to AudienceCo or client business should be considered confidential. We also keep confidential any information received in confidence from an actual or prospective client, supplier or business partner. We do not bring or use any confidential information obtained from a former employer. Our obligation to protect confidential information continues even after we leave AudienceCo.

SIGNATURE AND SPENDING AUTHORITY:
Only one AudienceCo officer is authorized to sign contracts for AudienceCo or commit AudienceCo to spend money. Do not sign any document committing AudienceCo to anything unless you have the required signing authority. Notably, do not enter any "side letters" with clients that purport to change, add to or cancel a signed agreement or that commit AudienceCo to do or not to do anything (including, without limitation, promises to waive services fees or not charge during a "ramp up" period). Do not commit AudienceCo to spend money unless you have a sufficient budget and the approval of the budget owner. You should combine the total cost of a purchase when making this determination. Do not attempt to get around the limits of your spending authority by turning a single purchase from the same vendor into several smaller purchases.

OUR RESPONSIBILITIES TO EACH OTHER:
We are each responsible for creating and maintaining a work environment free from harassment and other inappropriate behaviour.

DIVERSITY AND INCLUSION:
We affirm the principles of equal employment opportunity, and we practice and promote such policies in all locations as appropriate under the law. Our policies affirm this principle of diversity, inclusion and freedom from discrimination in all aspects of the employment relationship.

HARASSMENT:
We are committed to providing work environments that are free from unlawful harassment and discrimination. Our policies prohibit harassment and provide employees with an effective complaint process

ENVIRONMENT, SAFETY AND HEATH:
We are committed to providing safe and healthy work environments and to being an environmentally responsible corporate citizen. The AudienceCo standard, at a minimum, is to comply with all environmental, safety and health laws and regulations. We are committed to minimizing the impact of our business on the environment with methods that are socially responsible and economically sound.

COMMUNICATE:
AudienceCo's MD has primary responsibility for enforcing this Code and all AudienceCo policies on legal and ethical conduct, as well as issuing guidance and explanatory materials. We are each responsible for immediately reporting any suspected unethical or illegal conduct. AudienceCo will not take retaliatory action against any employee who reports suspected violations in good faith. All reports of misconduct will be investigated as appropriate. Nothing in this Code is intended to restrict communications or actions protected or required by state or federal law.

CERTIFICATION:
All employees acknowledge the Code to certify their understanding and their commitment to comply with it.