Partner Code of Conduct

Horizon 3 AI, Inc. Partner Code of Conduct

Partner Code of Conduct

At Horizon 3 AI, Inc. (“H3”), we believe that integrity, transparency, and accountability are essential to building trusted relationships with our partners. This Partner Code of Conduct outlines the ethical and legal standards we expect from our resellers, distributors, managed security service providers, integrators, subcontractors, and all other entities (“Partners”) engaged in promoting, selling, or delivering H3 services. All H3 partners are required to read and comply with these standards and to ensure that these requirements are communicated, understood and followed by their employees, agents, and subcontractors (collectively referred to as H3 Partners). These standards are intended to supplement and underscore the requirements and terms outlined in the H3 Master Partner Program Agreement (“MPPA”).  A violation of this Partner Code of Conduct may constitute a breach of a partner’s agreement with H3 and may result in action up to and including termination of a partner’s status as a H3 partner. This Partner Code of Conduct is not intended to replace, supersede or conflict with any applicable law, regulation, or contractual obligation with H3.

Governance

H3 Partners are expected to develop a culture of compliance with a view for continuous improvement. H3 Partners will have applicable business controls to detect and prevent unlawful conduct by their employees and counterparties. These business controls should be adequately resourced and be periodically reviewed and updated to take into account the current risk environment. H3 Partners will ensure that they have an adequate training program that achieves the appropriate levels of knowledge and skills to maintain compliance with applicable laws, regulations, and standards. H3 Partners will provide reasonable assistance to H3 in connection with any investigation of a violation of this Partner Code of Conduct or applicable law. H3 Partners will permit H3 reasonable access to all records and other applicable documentation concerning Partners’ compliance with this Partner Code of Conduct and applicable law.

Anti-Corruption and Gifts/Courtesies

Improper inducements involving customers, suppliers, partners, government officials and any other parties are strictly prohibited. H3 expects its Partners to act with the utmost honesty, integrity and transparency in all dealings with customers, suppliers, partners, government officials, employees and political candidates. H3 Partners shall not give, attempt to give, offer, promise or authorize any payment, thing of value, favor, fee, entertainment, bribe, gift, loan, rebate, reward, payoff, influence payment, kickback or other similar payment or advantage to a foreign or domestic government official or employee, political candidate, or to any non-government partner, customer, or potential customer, for the purpose of improperly influencing an act or decision (including a decision not to act) or to induce such a person to use his or her influence to improperly affect any such act or decision in order to obtain, retain or direct any business. Any discounts, rebates or other financial benefits provided by H3 through an authorized partner program or approved incentive shall not be used to disguise or facilitate any improper payment or gift. H3 Partners must comply with all applicable anti-corruption laws and regulations everywhere the partner does business with H3 and/or on H3’s behalf, including but not limited to, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and all local country-specific anti-bribery and/or related laws.

H3 Partners shall use good judgment, discretion and moderation when giving or accepting gifts, hospitality or entertainment involving any H3 customer, employee or family member of a H3 customer or employee. When extending or receiving common business courtesies, H3 Partners should not request, accept, offer to give or give anything of significant value that would give the appearance of impropriety or create the impression that the gift or entertainment was intended in any way to improperly influence a business relationship. A general guideline for evaluating whether a gift or other business courtesy is inappropriate is whether public disclosure would be embarrassing to the partner, H3 or to the recipient. Also keep in mind that local gift giving customs, practices and laws may vary in different countries.

Antitrust and Fair Competition

H3 Partners must comply with applicable U.S., local and any other country-specific antitrust and competition related laws and regulations. Although specific laws vary from country to country, certain general guidelines are applicable around the world. H3 Partners shall not propose or enter into any agreement or otherwise conspire, collude or coordinate business conduct in a manner that harms or reduces competition, including but not limited to attempting to fix, adjust or control prices for H3 products or services; boycotting suppliers or customers; dividing or allocating customers or markets; limiting the sale of services, products or product lines; or coordinating with competitors on the bidding process. H3 Partners must not engage in discussions of such matters with H3 employees, other H3 Partners or representatives of other companies. H3 Partners shall not share information or discuss or enter into formal or informal agreements with any competitor relating to competitively sensitive information such as price, profit or profit margin, costs, production levels or quotes for a specific customer’s business. In addition, unfair methods of competition and deceptive practices also are prohibited, including misrepresenting products, services or prices, or making unfair, misleading, inaccurate, exaggerated or false claims about, or comparisons with, competitor offerings.

Financial Integrity and Accounting

H3 Partners must maintain accurate and complete books, statements and records related to their agreements with H3, all transactions related to sales of H3 products and services and any and all transactions or other expenditures with respect to any H3-related business. H3 Partners will not place any orders for H3 products or services without the existence of a corresponding customer order or agreement. H3 Partners must not engage in the creation or preparation of any misleading or inaccurate transactional document or statement or the falsification of any type of transaction documentation or statement relevant to H3-related business. All requests for non-standard discounts must be for legitimate business purposes. Business records must be maintained in accordance with record retention policies and all applicable laws and regulations, including the Sarbanes-Oxley Act of 2002 and applicable Internal Revenue Service requirements, and are subject to audit as defined in the MPPA with H3.

Conflicts of Interest

Where a H3 Partner is advising a customer, especially a governmental customer, on the selection of H3 products and/or services and has a fiduciary or contractual obligation to that customer, the H3 Partner will avoid engaging in business activities that constitutes or could create the appearance of a conflict of interest. This includes any circumstances that could cast doubt on your ability to act with total objectivity with regard to the distribution or resale of H3 products and services. H3 Partners should notify Splunk if there is an actual, perceived or potential conflict of interest with H3 or any of its employees.

Export Controls

H3 is a U.S. headquartered company, and as such, H3 products and services are subject to U.S. government export regulations. H3 Partners must comply with all applicable government economic sanctions, trade embargoes and export and re-export restrictions applicable to H3-provided products and services, including the restrictions reflected in relevant H3 licenses and agreements, regardless of whether the product or service is H3-branded. H3 Partners must not engage in sales or marketing, or other activities, or directly or indirectly, export, re-export or transfer H3 products or services to restricted countries, including any destinations subject to U.S. embargoes or trade sanctions; to restricted or denied end users, including any entity or individual specified on U.S. government-maintained exclusion lists; or for restricted end uses. In addition, H3 Partners must not provide or facilitate the submission of misleading or inaccurate information concerning end destinations, end users and potential end uses of H3 products and services and must promptly notify H3 if they learn a product or service has been provided to a party who is ineligible to receive it under applicable law. H3 Partners are responsible for understanding how the export control laws apply and for monitoring changes to them.

Government Customers

Certain activities that may be customary and appropriate when dealing with commercial or non-government customers may be considered improper or even illegal when dealing with government or government-owned or government-controlled customers (including prime and lower tier contractors) at all levels, federal, state and local. When selling to public sector entities, H3 Partners will support fair and open competition by complying with all laws and regulations related to government procurement, tenders, and bids. H3 Partners will not conspire with other partners, including but not limited to bid rigging, placing orders prior to tender finalization, price fixing, or other forms of collusion. H3 Partners must not directly or indirectly lobby on behalf of H3. This prohibition includes efforts to influence the formation, adoption or modification of legislation, regulations, rulemaking, executive orders, ratemaking or other government policies or programs. If required by law or under a contract, H3 Partners will disclose to the applicable governmental entity customer or state-owned entity customer, the potential fees, commissions, or other compensation that Partner will receive from H3 in connection with the products or services being procured.

Securities and Insider Trading

H3 Partners must comply with all applicable U.S. and local insider trading and securities laws. H3 Partners may sometimes receive material, non-public information about H3 and H3 customers, vendors, suppliers, distributors or other companies engaged in business or contemplating a transaction with H3. H3 Partners must not use such information for the personal benefit of you, your employees, or any other person. This information is also subject to the restrictions set forth in “Data Protection and Confidentiality” below.

Data Protection and Confidentiality

H3 Partners must protect H3’s and its customers’ non-public information, not disclose it to any unauthorized third party and use it only for business with H3 or H3’s customers pursuant to applicable agreements and data privacy and protection laws. This includes information regarding business activities, structure, financial situation and performance and any other confidential information. H3 Partners also must comply with all industry best practices relating to confidentiality, security and data privacy and protection, as well as government data use restrictions including those pertaining to the International Traffic in Arms Regulations, classified materials and controlled unclassified technical data. H3’s products, services, documentation and related materials are considered proprietary confidential information of H3 and may not be reproduced without the express written consent of H3. For more information on compliance with data privacy and protection laws visit the H3 Trust Center located at: Trust Center – Horizon3.ai.

Intellectual Property

H3 Partners must comply with all applicable agreements and all U.S., local and other applicable laws relating to H3’s intellectual property rights. H3 Partners are also prohibited from infringing on the intellectual property rights of third parties in any manner related to your H3 partner status. H3 Partners must not use H3’s intellectual property, documentation, or other written materials without appropriate written permission. H3 Partners must notifyH3 of any unauthorized use of H3’s copyrights, trademarks, trade secrets, proprietary or confidential information, including by a third party.

Human Rights, Labor Standards and Fair Labor Practices

H3 Partners will provide a safe and healthy work environment, fully compliant with all employment, health, and safety laws. H3 Partners will abide by local minimum wage and maximum working hour requirements, are not to use forced labor or to use labor contracts that impose unreasonable limitations on a worker’s ability to leave a Partner’s employment. The use of child labor is prohibited. Entities designated by a governmental organization as associated with forced labor are not eligible to be H3 Partners; and, if already enrolled as Partners, may be terminated or suspended immediately. H3 Partners must also observe and comply with international principles relating to human rights. These rights include freely chosen employment, avoidance of child labor, implementation of fair working hours, wages and benefits, anti-human trafficking efforts, guarantee of humane treatment and freedom of association. H3 Partners will not illegally discriminate in hiring, compensation, access to training, promotion, termination, and/or retirement decisions based on race, sex, national origin, religion, age, disability, gender identity or expression, marital status, medical condition, physical or mental disability, pregnancy, sexual orientation, political affiliation, union membership, veteran status, or other protected characteristic or status

Environmental Laws

H3 expects H3’s Partners to share H3’s commitment to the environment. H3 Partners must conduct their operations in an environmentally responsible manner promoting the sustainable use of resources and in compliance with all applicable laws, standards, and regulations protecting the environment where Partners do business on behalf of H3. H3 Partners will comply with all applicable environmental laws and regulations, keep current all required environmental registrations and permits relevant to their businesses and implement appropriate conservation measures.

Reporting

All H3 Partners are subject to the requirements outlined in this Partner Code of Conduct and H3 may require additional written certification of compliance with these requirements from Partner. If Partners become aware of any potentially improper conduct by any H3 employee, agent, consultant or partner, this activity should be reported to: hr@horizon3.ai.