Code of Ethics
Business Conduct

GraceMee Inc
– –

Committed to Excellence
Be a creative thinker


Table of Contents

A Message From Leadership <Page 4>

Our Mission –
Extending Our Success Into the Future <Page5>

Our Code<Page 6 – 11>

●Purpose and Overview<P6>
●Who Must Follow This Code<P6>
●Complying With Laws and Regulations <P7>
●Employee Responsibilities <P7>
●Additional Responsibilities of Managers <P8>
●Making the Right Choice –
●Our Guidelines for Ethical Decision-Making<P9>
●Asking Questions and Reporting Concerns – the EthicsPoint Hotline<P9>
●Our Non-Retaliation Policy<P11>
●Accountability and Discipline <P11>
●Waivers and Changes to the Code<P11>

Promoting a Safe and Respectful Workplace<P12>

●Diversity, Equal Opportunity and Non-Discrimination <P12>
●Harassment-Free Workplace <P13>
●Health and Safety<P15>
  ●Alcohol and Drugs <P15>
  ●Workplace Violence <P15>

Safeguarding Information and Assets<P17>

●Financial Integrity <P17>
●Physical and Electronic Assets <P18>
●Confidential Information<P20>
  ●Intellectual Property <P21>
  ●Data Privacy<P21>
●Competitive Intelligence<P22>
●Speaking on Behalf of Cascade<P23>
●Social Media <P23>

Following the Letter and the Spirit of the Law<P24>
●Cooperating With Investigations<P24>
●Anti-Corruption and Bribery <P24>
●Antitrust and Fair Competition <P26>
●Anti-Money Laundering<P27>
●Imports, Exports and Global Trade<P27>
●Political Activities <P28>

Working With Our Customers and Business Partners<P30>
●Honest and Fair Dealing<P30>
●Supplier Relations <P31>
●Conflicts of Interest <P31>
●Gifts and Entertainment<P33>
●Working With the Government<P34>

Serving the Greater Good .<P35>
●Corporate Citizenship<P35>
●Human Rights <P35>
●Protecting the Environment <P36>

Acknowledgement Form <P37>

Resources <P38>


4 page

A Message From Leadership

For over 8 years, GraceMee Inc has been Committed to Excellence and provide a differentiated service for the customers. From 2014 as a small women comprehensive fashion shop in Toronto,Canada to today’s operations to be a fashion e-commerce leading, we have built strong partnerships around the world such as South Korea , China based on our quality products and services and a commitment to high ethical business standards.

We have prepared this Code of Ethics and Business Conduct to familiarize you with important guidelines that ensure our employees enjoy a safe, healthy and equitable work environment. The information and resources provided here will help us continue to meet our day-to-day ethics and compliance responsibilities and deliver on the promises we’ve made to each other, our customers and the communities where we live and work.

I urge you to read our Code, refer to it often and speak up if you see or suspect a violation. Although this document will not address every situation you may face on the job, it will provide you with the information you need to do the right thing and direct you to people and policies for guidance, when the ethical path is not clear.
While this Code provides an overview for our employment philosophies and work practices, it is ultimately the personal support, concern and respect for each other that creates the foundation and unique culture I know we value highly.

Our past, current and future success is a direct reflection of the skill, dedication and commitment that each of you bring to GraceMee Inc, and to our customers, every day. Thank you for all you do to make GraceMee Inc a great company.

Sean Kim
President & Founder


Page 5

GraceMee Inc Mission –
Extending Our Success Into the Future

GraceMee Inc dreams of being the best to be a global leader in the fashion e-commerce. As GraceMee Inc lays the groundwork for continued growth and success, our primary objectives are:

▶ Ensure customer satisfaction by continually improving the quality and value of GraceMee Inc products and services.
▶ Provide all employees with challenging and rewarding opportunities to utilize their talents and experience in contributing to our shared success.
▶ Earn a return on our capital that ensures the long-term financial health and viability of our company.  Success in the pursuit of these goals requires that all employees strive for excellence in everything they do in every aspect of our business.
Continuous improvement is essential – in our products, our services, our interpersonal relationships, our competitiveness and our profitability.

Growing to meet customer needs 

“If we are not moving ahead, we are falling behind.” That’s the premise behind GraceMee
Inc’s ambitious growth strategy, consisting of three main goals:
▶ Broaden our product offerings.
▶ Provide a differentiated service in target markets.
▶ Improve our global service and market share.


Page 6


Purpose and Overview

We believe that integrity matters.
It’s the foundation on which our company was built, and it’s the basis for ensuring continued growth and success. Everyone at GraceMee Inc (“GraceMee”), at every location and regardless of job title, shares a responsibility for doing business ethically and preserving our good name. When you do the right thing, you not only help us build great products and services – you also help us build trusted partnerships with our customers and other business partners.
Our Code of Ethics and Business Conduct (“Code”) is a resource designed to
help us:
▶ Comply with applicable laws, regulations and company policies.
▶ Avoid even the appearance of anything improper in connection with our
business activities.
▶ Promote integrity and the highest standard of ethical conduct.


Who Must Follow This Code

All employees of GraceMee and its subsidiaries, including corporate officers and members of our Board of Directors, are required to read, understand and meet the standards and obligations in this Code.

Certain business partners, such as consultants, agents, suppliers, contractors and other third parties, serve as an extension of GraceMee. They are expected to follow the spirit of our Code, as well as any applicable contractual provisions, when working on our behalf.

If you supervise our business partners or temporary employees, you are responsible for communicating our standards and ensuring that they are understood. If an external business partner fails to meet our ethics and compliance expectations or their related contractual obligations, it may result in the termination of their business relationship.


Page 7

Complying With Laws and Regulations

GraceMee is committed to compliance with all laws, rules and regulations that apply to our business. It’s impossible to anticipate every question you may have or situation you might face so, in addition to the Code, GraceMee also has other resources that can be of help. These additional resources are listed throughout the Code. As always, we rely on you to use good judgment and to seek help when you need it.
We operate in several countries, so it’s important to be aware of different laws and customs that may apply. While we respect the norms of our customers, business partners and coworkers throughout the world, all employees must, at a minimum, comply with the standards and principles in this Code. If any provision of our Code conflicts with a local law or requirement, you should seek guidance from:
▶ Your Location’s General Manager
▶ Any Other Manager
▶ Your Local Human Resources Department
▶ GraceMee Inc Officer
▶ GraceMee’s Corporate Legal Counsel
Please refer to “Resources” on page 38 for contact information.

I’m a manager, and I’m not clear what my obligations are if someone comes to me with an accusation – and what if it
involves a senior leader?

No matter who the allegation involves, you must report it. GraceMee provides several avenues for reporting concerns. If for any reason you are uncomfortable making a report to a particular person, you may talk to any of the other resources listed in the Code or another member of management (see available resources under “Asking Questions and Reporting Concerns”).


Employee Responsibilities

Each of us must take responsibility for acting with integrity, even when this means making difficult choices.
GraceMee relies on you to:
• Know and comply with our Code and our policies. Pay particular attention to the topics that apply to your specific job responsibilities.
• Complete all required employee training in a timely manner and keep up-to-date on current standards and expectations.
• Always act in a professional, honest and ethical manner when acting on behalf of our company.
• Report concerns about possible violations of the law, our Code or our policies to your manager, an executive or any of the resources listed in this Code.
• Cooperate and tell the truth when responding to an investigation or audit, and never alter or destroy records in response to an investigation or when an investigation is anticipated.
Remember: No reason, including the desire to meet business goals, should ever be an excuse for violating the law, our Code or our policies.


Page 8

Additional Responsibilities of Managers

GraceMee managers are expected to meet the following additional responsibilities:
▶ Lead by example. As a leader, you are expected to exemplify high standards of ethical business conduct.
▶ Promote respect and dignity. Help create a work environment that values every individual and fosters open communication.
▶ Be a resource for others. Be available to communicate with employees and other business partners about how our Code and our policies apply to their daily work.
▶ Be proactive. Look for opportunities to discuss and address ethics and challenging situations with others.
▶ Respond quickly and effectively. When a concern is brought to your attention, make sure that it is treated seriously and with due respect for everyone involved.
▶ Be aware of the limits of your authority. Do not take any action that exceeds your authority. If you are ever unsure of what is appropriate (and what isn’t), discuss the matter with your manager.
▶ Delegate responsibly. Never delegate authority to any individual whom you believe may engage in unlawful conduct or unethical activities.
I observed misconduct in an area not under my supervision. Should I report the issue?

You are chiefly responsible for employees and other third parties under your supervision, but all GraceMee employees are required to report misconduct. As a leader, we look to you to be proactive. The best approach would be to talk first with the manager who oversees the area where the problem is occurring, but if this isn’t feasible or effective, you should use the other resources described in our Code.


Page 9

Making the Right Choice –
Our Guidelines for Ethical Decision-Making

Making the right decision is not always easy. There may be times when you’ll be under pressure or unsure of what to do. Always remember that when you have a tough choice to make, you’re not alone. There are resources available to help you.

Facing a Difficult Decision?

It may help to ask yourself:
▶ Is it legal?
▶ Is it consistent with our Code and our Mission?
▶ Would I feel comfortable if my manager and others within GraceMee knew about it?
▶ Would I feel comfortable if my decision or my actions were made public?
If the answer to all of these questions is “yes,” the decision to move forward is probably OK, but if the answer to any question is “no” or “I’m not sure,” stop and seek guidance.

One More Thing …
Your feedback is important. If you have suggestions for ways to enhance our Code, our policies or our resources to better address a particular issue you have encountered, bring them forward. Promoting an ethical GraceMee is a responsibility we all share.

Asking Questions and Reporting Concerns – the EthicsPoint Hotline
If you see or suspect any violation of the law, our Code or our policies, or if you have a question about what to do, talk to your manager.
If you’re uncomfortable speaking with your manager, there are other resources available to help you. Please refer to the resources on page 38.


Page 10

The EthicsPoint Hotline web portal and phone line are available 24 hours a day, 7 days a week. Trained specialists from an independent third-party provider of corporate compliance services will answer your call, document your concerns and forward a written report to GraceMee for further investigation.
When you contact the Hotline, you may choose to remain anonymous where allowed by local law. All reports will be treated equally whether they are submitted anonymously or not.
After you make a report, you will receive an identification number so you can follow up on your concern. Following up is especially important if you have submitted a report anonymously, as we may need additional information in order to conduct an effective investigation. This identification number will also enable you to track the resolution of the case; however please note that, out of respect for privacy, GraceMee will not be able to inform you about individual disciplinary actions.
Any report you make will be kept confidential by all individuals involved with reviewing and, if necessary, investigating it.

GraceMee will make every reasonable attempt to ensure that your concerns are addressed appropriately.
Remember, an issue cannot be addressed unless it is brought to someone’s attention.
It is my understanding that all GraceMee computers generate a server log that shows every website that my PC connects with. If I file a report on the EthicsPoint Hotline from my work computer, won’t this log identify me as a
report originator?
You are correct. GraceMee computers do keep server logs showing every website your computer connects with. As a matter of strict policy, we would never search these logs to try to identify the report originator. However, if you have any concern. whatsoever, you may want to file your report on a non-GraceMee computer. Note that fewer than 12 percent of reports are generated during business hours. Most people prefer to report from their home or at a publicly available computer, such as at a library, after hours and on weekends.
If I file a report from home how can I be assured that I will remain anonymous?
The EthicsPoint Hotline does not generate or maintain any internal connection logs with IP addresses. Therefore, no information linking your PC to the Hotline is available. A report from home, a neighbor’s computer or any internet portal will protect your anonymity. An internet portal never identifies a visitor by screen name and the EthicsPoint Hotline system strips away IP addresses. The service does not identify the report generator. That security level was one of the reasons we chose EthicsPoint as our service provider.


Page 11

What if someone misuses the EthicsPoint Hotline, makes an anonymous call and falsely accuses someone of wrongdoing?
Experience has shown that the Hotline is rarely used for malicious purposes, but it is important to know that we will follow up on calls and anyone who uses the Hotline in bad faith to spread falsehoods or threaten others, or with the intent to unjustly damage another person’s reputation, will be subject to disciplinary action.

Our Non-Retaliation Policy
We will not tolerate any retaliation against any employee who, in good faith, asks questions, makes a report of actions that may be inconsistent with the law, our Code or our policies, or who assists in an investigation of suspected wrongdoing.
Reporting “in good faith” means making a genuine attempt to provide honest, complete and accurate information, even if it later proves to be unsubstantiated or mistaken.

I suspect there may be some unethical behavior going on in my business unit involving my manager. I know I should report my suspicions, and I’m thinking about using the EthicsPoint Hotline, but I’m concerned about retaliation.

You are encouraged to report misconduct and, in your situation, using the Hotline is a good option. We will investigate your suspicions and may need to talk to you to gather additional information. After you make the report, if you believe you are experiencing any retaliation, you should report it. We take claims of retaliation seriously. Reports of retaliation will be thoroughly investigated and, if they are true, retaliators will be disciplined.

Accountability and Discipline

Violating laws, our Code or our policies, or encouraging others to do so, exposes our company to liability and puts our reputation at risk. If an ethics or compliance problem does occur, report it, so that an effective solution can be developed. You should also understand that violations of laws or regulations may result in legal proceedings and penalties including, in some circumstances, criminal prosecution.

Waivers and Changes to the Code

On rare occasions, limited waivers of the Code may be necessary. Any waiver of this Code for directors or executive officers may be made only by the Board of Directors or a committee of the Board. The most current version of our Code may be found online on the GraceMee Intranet.


Page 12

Promoting a Safe and Respectful Workplace

Diversity, Equal Opportunity and Non-Discrimination

GraceMee brings together employees with a wide variety of backgrounds, skills and cultures to create diverse teams that drive our results.

We support laws prohibiting discrimination based on protected characteristics such as a person’s race, color, gender, national origin, age, religion, disability, veteran status, marital status or sexual orientation, and we judge colleagues, job applicants and business partners on the basis of their qualifications, demonstrated skills and achievements.

Make a Commitment:
– Treat others respectfully and professionally.
– Promote diversity in hiring and other employment decisions.
– Do not discriminate against others on the basis of any other characteristic protected by law or company policy.

Be Alert To:
Comments, jokes or materials, including emails and social media content, which others might consider offensive.
Inappropriate bias when judging others. If you supervise others, judge them on performance. Avoid introducing unrelated considerations into your decisions. Use objective, quantifiable standards.

One of my coworkers sends emails containing jokes and derogatory comments about certain nationalities. They make me uncomfortable, but no one else has spoken up about them. What should I do?

You should notify your manager or the Human Resources Department. Sending these kinds of jokes violates our values as well as our policies that relate to the use of email and our standards on diversity, harassment and discrimination. By doing nothing you are condoning discrimination and tolerating beliefs that can seriously erode the team environment that we have all worked so hard to create

Page 13

Harassment-Free Workplace

We all have the right to work in an environment that is free from intimidation, bullying, harassment and abuse.
Verbal or physical conduct by any employee that harasses another, disrupts another’s work performance or creates an intimidating, offensive, abusive or hostile work environment is prohibited.

At GraceMee, we do not tolerate:
• Threatening remarks, obscene phone calls, stalking or any other form of harassment.
• Intentionally damaging someone else’s property or acting aggressively in a manner that causes someone else to fear injury.
• Threatening, intimidating or coercing others on or off the premises – at any time, for any purpose.
• Weapons in the workplace – this includes not only our facilities, but also parking lots and alternate work locations maintained by our company unless it falls under a local government exemption.

Make a Commitment:
Speak out when a coworker’s conduct makes others uncomfortable.
Never tolerate sexual harassment including requests for sexual favors, or other unwelcome verbal or physical conduct of a sexual nature.
Demonstrate professionalism. Do not visit inappropriate internet sites or display sexually explicit or offensive pictures.
Promote a positive attitude toward policies designed to build a safe, ethical and professional GraceMee.
Report all incidents of harassment and intimidation that may compromise our ability to work together and be productive.

Be Alert To:
Unwelcome remarks, gestures or physical contact.
The display of sexually explicit or offensive pictures or other materials.
Sexual or offensive jokes or comments (explicit or by innuendo) and leering.
Verbal abuse, threats or taunting.


Page 14


A common form of harassment is sexual harassment, which in general occurs when:
• Actions that are unwelcome are made a condition of employment or used as the basis for employment decisions such as a request for a date, a sexual favor or other similar conduct of a sexual nature.
• An intimidating, offensive or hostile work environment is created by unwelcome sexual advances, insulting jokes or other offensive verbal or physical behavior of a sexual nature.

While on a business trip, a coworker repeatedly asked me out for drinks and made comments about my appearance that made me uncomfortable. I asked him to stop, but he wouldn’t. We weren’t in the office and it was after regular working hours, so I wasn’t sure what I should do. Is it harassment?

Yes, it is. This type of conduct is not tolerated, not only during working hours but in all work-related situations, including business trips. Tell your coworker such actions are inappropriate and must be stopped, and if they continue, report the problem.

I just learned that a good friend of mine has been accused of sexual harassment and that an investigation is being launched. I can’t believe it’s true and I think it’s only fair that I give my friend an advance warning or a “heads up” so he can defend himself. Don’t I have a responsibility as a friend to tell him?

Under no circumstances should you give him a “heads up.” Your friend will be given the opportunity to respond to these allegations and every effort will be made to conduct a fair and impartial investigation. An allegation of sexual harassment is a very serious matter with implications not only for the individuals involved, but also for our company. Alerting your friend could jeopardize the investigation and expose our company to additional risk and possible costs.


Page 15

Health and Safety

Ensuring safety is an integral part of everything we do. Each of us is responsible for acting in a way that protects ourselves and others.
We can only achieve our goal of a safe and healthy workplace through the active participation and support of everyone. Situations that may pose a health, safety or environmental hazard should be reported immediately. All reports can be made without fear of reprisal.
Safety is a condition of employment, and we expect the commitment of each director, officer, manager and employee to make GraceMee an accident-free workplace.

Make a Commitment:
Observe the safety, security and health rules and practices that apply to your job. Notify your manager immediately about any unsafe equipment, or any situation that could pose a threat to health or safety or damage the environment. As an employee, you have the right and the responsibility to stop any work if you feel your safety is at risk.
Maintain a neat, safe working environment by keeping workstations, aisles and other workspaces free from obstacles, wires and other potential hazards.

Be Alert To:
Unsafe practices or work conditions.
Carelessness in enforcing security standards, such as facility entry procedures and password protocols.

While at work or on company business:
• You should be always ready to carry out your work duties – never impaired.
• Do not use, possess or be under the influence of illegal drugs or any substance that could interfere with a safe and effective work environment or harm our company’s reputation.

Violence of any kind has no place at GraceMee. We won’t tolerate:
• Intimidating, threatening or hostile behavior.
• Causing physical injury to another.
• Acts of vandalism, arson, sabotage or other criminal activities.
• The carrying of weapons onto company property unless you are authorized to do so for states where permitted.
• Possession of a firearm, explosive or other dangerous weapon on GraceMee premises or the use of an object as a weapon.
• Inflicting or threatening injury or damage to another person’s life, health, well-being, family or property.


Page 16

I’ve noticed some practices in my area that don’t seem safe. Who can I speak to? I’m new here and don’t want to be considered a troublemaker.
Discuss your concerns with your manager or Human Resources. There may be good reasons for the practices, but it’s important to remember that raising a concern about safety does not make you a troublemaker, but a responsible employee concerned about the safety of others.

A subcontractor commits a violation of our standards. Are subcontractors expected to follow the same health, safety and security policies and procedures as employees?

Absolutely, Managers are responsible for ensuring that subcontractors and vendors at work on GraceMee  premises understand and comply with all applicable laws and regulations governing the particular facility, as well as with additional requirements our company may impose.


Page 17

Safeguarding Information and Assets

Financial Integrity

The accuracy and completeness of our disclosures and business records is essential to making informed decisions and to supporting regulators and others.
Our books and records must accurately and fairly reflect our transactions in sufficient detail and in accordance with our accounting practices and policies.
Some employees have special responsibilities in this area, but all of us contribute to the process of recording business results or maintaining records. Ensure that the information we record is accurate, timely and complete, and maintained in a manner that is consistent with our internal controls, disclosure controls and legal obligations.

Make a Commitment:
Create business records that accurately reflect the truth of the underlying event or transaction. Be guided by the principles of transparency and truthfulness.
Write carefully in all of your business communications. Write as though someday the records you create may become public documents.

Be Alert To:
Records that are not clear and complete or that obscure the true nature of any action.
Undisclosed or unrecorded funds, assets or liabilities. Improper destruction of documents.

At the end of the last reporting period, my manager asked me to record additional expenses even though I had not yet received the invoices from the supplier and the work has not yet started. I agreed to do it, since we were all sure that the work would be completed in the next quarter. Now I wonder if I did the right thing.

No, you did not. Costs must be recorded in the period in which they are incurred. The work was not started and the costs were not incurred by the date you recorded the transaction. It was therefore a misrepresentation and, depending on the circumstances, could amount to fraud.


Page 18


Documents should only be disposed of in compliance with GraceMee policies and should never be destroyed or hidden. You must never conceal wrongdoing or permit others to do so. Never destroy documents in response to – or in anticipation of – an investigation or audit.
If you have any questions or concerns about retaining or destroying corporate records, please contact your manager or the local Human Resources Department.

Physical and Electronic Assets

Each of us is entrusted with physical and electronic assets, and we are personally responsible for using them with care and protecting them from fraud, waste and abuse. Our assets include facilities, equipment and information systems.
Personal use of these assets is discouraged, but where permitted, should be kept to a minimum and have no adverse effect on productivity and the work environment.

Make a Commitment:
Use GraceMee facilities, materials and equipment to carry out your job responsibilities, never for activities that are improper or illegal.
Observe good physical security practices, especially those that relate to badging in and out of our facilities.
Also observe good cybersecurity practices and be a good steward of our electronic resources and systems:
▶ Do not use GraceMee equipment or information systems to create, store or send content that others might find offensive.
▶ Do not share passwords or allow other people, including friends and family, to use GraceMee resources.
▶ Only use software that has been properly licensed. The copying or use of unlicensed or “pirated” software on company computers or other equipment to conduct company business is strictly prohibited. If you have any questions
about whether or not a particular use of software is licensed, contact the Corporate IT Department.

Be Alert To:
Requests to borrow or use GraceMee equipment without approval.
Unknown individuals without proper credentials entering our facilities.
Excessive use of GraceMee resources for personal purposes.


Page 19

Can I use the GraceMee internet system for personal emails and internet access?

You may, to a limited extent. GraceMee’s email systems and internet connection are extremely important business tools and are intended to be used for GraceMee business purposes. However, we do recognize that a minimal amount of personal email communication and internet usage may be necessary during the day, much like telephone communication. It is your responsibility to ensure that you do not abuse the privilege of using GraceMee’s systems for personal purposes and that your use does not interfere with your job. We must stress that there are certain usages that are always strictly prohibited – under no circumstances will we tolerate abusive, obscene, offensive or profane email or the use of internet access to view or download content that is unprofessional, inflammatory or inappropriate for business use. What one employee may consider inoffensive may, in fact, be quite offensive to others. GraceMee retains the exclusive right to make judgments about the appropriateness of internet and email content. There are absolutely no circumstances in which sexually oriented or explicit material or references are appropriate in internet sessions or email communications, whether personal or business in nature. This is a “zero tolerance” policy. Inappropriate email communications between company employees, including mutually exchanged communications, may constitute conduct that meets the legal definition of sexual harassment in the workplace. Under no circumstance will email communications that could, in any way, be construed as sexual harassment be tolerated, even in cases where both parties are willing participants. There are serious disciplinary consequences associated with violating these policies, up to and including termination of employment

Can the company access my emails and internet usage records?

Yes. Emails and internet connections that originate on, or are received on GraceMee’s systems, are considered company records. Although we do not routinely monitor email communications, you should always be aware that GraceMee has the right to review current and past email correspondence and internet records at any time and will do so if it appears that a serious violation of policy may have occurred. While this policy may have some restrictions in certain countries, it is almost always upheld when the policy has been previously made known to the employees.


Page 20

Confidential Information

Each of us must be vigilant and protect GraceMee confidential information, including intellectual property, personal information and any non-public information dealing with the business of GraceMee or its customers. This means keeping it secure, limiting access to those who have a need to know in order to do their job, and only using it for authorized purposes.
It also means keeping this information confidential even after your employment with GraceMee ends.
Our customers, business partners and others place their trust in us – we must protect their confidential information, too.

Make a Commitment:
Properly label confidential information to indicate how it should be handled, distributed and destroyed.
Use and disclose confidential information only for legitimate business purposes.
Protect our confidential information by sharing it only with authorized parties.
Only store or communicate company information using GraceMee information systems.
Understand the expectations of customers and business partners regarding the protection, use and disclosure of the confidential information that they provide to us.
Immediately report any loss or theft of confidential information to your manager.

Be Alert To:
Discussions of GraceMee confidential information in places where others might be able to overhear – for example on planes and elevators, when using mobile phones or through unsecure networks.
Sending confidential information to unattended fax machines or printers.
Failing to shred or securely dispose of sensitive information.
Requests by business partners for confidential information about our customers or about other business partners if there is no associated business requirement or authorization.
Using “free” or individually purchased internet hosting, collaboration or cloud services.


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GraceMee commits substantial resources to technology development and innovation. The creation and protection of our intellectual property (IP) rights are critical to our business. Examples of our IP include:
• Trade secrets and discoveries
• Methods, know-how and techniques
• Innovations and designs
• Systems, software and technology
• Patents, trademarks and copyrights
Promptly disclose to company management any inventions or other IP that you create while you are employed by GraceMee. GraceMee employees, suppliers and contractors may be required to sign agreements regarding the use of GraceMee confidential information and intellectual property.
Upon leaving GraceMee, you are prohibited from copying or retaining any documents or other materials that contain confidential information. Former employees are still bound to maintain the confidentiality of information learned during their employment at GraceMee


We also protect and respect the personal information of others. Follow our policies and all applicable laws if your job requires collecting, accessing, using, storing, sharing or disposing of sensitive information. Only use it – and share it with others

outside of GraceMee – for legitimate business purposes. Make sure you know the kind of information that is considered personal information. It includes anything that could be used to identify someone, either directly or indirectly, such as:
• A name
• Email address
• Phone number
• Credit card number

If I invent something while employed at GraceMee that has nothing to do with GraceMee’s business, does the company own the rights to it?

No. However, products, improvements and ideas for products or improvements developed during your GraceMee employment that relate in any way to products GraceMee has designed, manufactured or marketed, or to products considered for manufacture or marketing by GraceMee are the property of GraceMee.


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Competitive Intelligence

Information about competitors is a valuable asset in today’s competitive business environment. When collecting business intelligence, GraceMee employees and others who are working on our behalf must always live up to the highest ethical standards.
Never engage in fraud, misrepresentation or deception to obtain information, and don’t use invasive technology to “spy” on others. We also need to be careful when accepting information from third parties. You should know and trust their sources and be sure that the knowledge they provide is not protected by trade secret laws or non-disclosure or confidentiality agreements.
While GraceMee employs former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers.

Make a Commitment:

Obtain competitive information only through legal and ethical means, never through misrepresentation.
Respect the obligations of others to keep competitive information confidential.

Be Alert To:

Retaining papers or computer records from prior employers in violation of laws or contracts.
Using anyone else’s confidential information without appropriate approvals.
Using job interviews as a way of collecting confidential information about competitors or others.
Receiving suggestions from third parties for new products, product features or services when the source of the original idea is not fully known.


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Speaking on Behalf of GraceMee

We are committed to maintaining honest, professional and lawful internal and public communications.
We need a consistent voice when making disclosures or providing information to the public. For this reason, it is important that only authorized persons speak on behalf of GraceMee. Communications with media should be directed to executive management or the Corporate Marketing Communications Department.


We are committed to being full, fair and timely with regard to all reports and documents that describe our business and financial results and in other public communications.

Be Alert To:

Giving public speeches, writing articles for professional journals or other public communications that relate to GraceMee without appropriate approval from executive management or the Corporate Marketing Communications Department.
The temptation to use your title or affiliation outside of your work for GraceMee without it being clear that the use is for identification only.
Invitations to speak “off the record” to journalists or others who ask you for information about GraceMee or its customers or business partners.

Social Media

Be careful when writing communications that might be published online. If you participate in internet discussion groups, chat rooms, bulletin boards, blogs, social media sites or other electronic communications, even under an alias, never give the impression that you are speaking on behalf of GraceMee.

If you believe a false statement about our company has been posted, do not post or share nonpublic information, even if your intent is to “set the record straight.” Your posting might be misinterpreted, start false rumors or may be inaccurate or misleading. Instead, contact the Corporate Marketing Communications Manager.


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Following the Letter and the Spirit of the Law

Cooperating With Investigations

All employees are expected to fully cooperate with internal and external investigations and audits that are conducted by our company. In addition, in the course of business, you may receive inquiries or requests from government officials.
You should fully cooperate and ensure that any information you provide is true, accurate and complete. If you learn of a potential government investigation or inquiry, immediately notify your manager before taking or promising any action. You should also notify executive management.

Be Alert To:

Falsified information. Never destroy, alter or conceal any document in anticipation of or in response to a request for these documents.
Unlawful influence. Never provide or attempt to influence others to provide incomplete, false or misleading statements to a company or government investigator.

Anti-Corruption and Bribery

All forms of bribery and other corrupt practices are inappropriate ways to conduct business regardless of local customs. GraceMee is committed to complying with all applicable anticorruption laws.
We do not pay bribes, kickbacks or facilitation payments, at any time for any reason. This applies equally to any person or firm who represents GraceMee.


Bribery means giving or receiving anything of value (or offering to do so) in order to obtain business or a financial or commercial advantage.
Corruption is the abuse of an entrusted power for private gain.
Facilitation payments are typically small payments to a low-level government official that are intended to encourage the official to perform his responsibilities.


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It is especially important that we exercise due diligence and carefully monitor third parties acting on our behalf. We carefully screen all third parties, including suppliers, consultants and vendors who work on our company’s behalf, particularly when dealing in countries with high corruption rates and in any situations where “red flags” would indicate further screening is needed before retaining the third party. Third parties must understand that they are required to operate in strict compliance with our standards and to maintain accurate records of all transactions.

Make a Commitment:

Never give anything of value inconsistent with local laws and regulations to any government official. If you are not sure of the local laws, the safest course of action is to not give anything of value.
Understand the standards set forth under anti-bribery laws which apply to your role at GraceMee.
Accurately and completely record all payments to third parties.

Be Alert To:

Apparent violations of anti-bribery laws by our business partners.
Agents who do not wish to have all terms of their engagement with GraceMee clearly documented in writing.


I work with a foreign agent in connection with our operations in another country. I suspect that some of the money we pay him goes toward making payments or bribes to government officials. What should I do?

This matter should be reported for investigation to the appropriate resource listed on page 38. If there is bribery and we fail to act, both you and our company could be liable. While investigating these kinds of matters can be culturally difficult in some countries, any agent doing business with us should understand the necessity of these measures. It is important and appropriate to remind our agents of this policy.


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Antitrust and Fair Competition

We believe in free and open competition and never engage in improper practices that may limit competition. We never look to gain competitive advantages through unethical or illegal business practices.


Antitrust and competition laws are complex and compliance requirements can vary depending on the circumstances, but in general, the following activities are red flags and should be avoided and, if detected, reported to the appropriate resource listed on page 38.
• Sharing our company’s competitively sensitive information with a competitor.
• Sharing competitively sensitive information of business partners or other third parties with their competitors.
• Attempting to obtain nonpublic information about competitors from new hires or candidates for employment.

Make a Commitment:

Do not enter into agreements with competitors or others to engage in any anticompetitive behavior, including setting prices or dividing up customers, suppliers or markets.
Do not engage in conversations with competitors about competitively sensitive information.

Be Alert To:

Collusion – when companies secretly communicate or agree on how they will compete. This could include agreements or exchanges of information on pricing, terms, wages or allocations of markets.

Bid-rigging – when competitors or service providers manipulate bidding so that fair competition is limited. This may include comparing bids, agreeing to refrain from bidding or knowingly submitting noncompetitive bids.

Tying – when a company with market power forces customers to agree to services or products that they do not want or need.

Predatory pricing – when a company with market power sells a service below cost to eliminate or harm a competitor, with the intent to recover the loss of revenue later by raising prices after the competitor has been eliminated or harmed.


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I received sensitive pricing information from one of our competitors. What should I do?

You should contact the appropriate resource listed on page 38 without delay and before any further action is taken. It is important, from the moment we receive such information, that we demonstrate respect for antitrust laws, and we make it clear that we expect others to do the same. This requires appropriate action that can only be decided on a case-to-case basis and may include sending a letter to the competitor.

Anti-Money Laundering

Money laundering is a global problem with far-reaching and serious consequences. It is defined as the process of converting illegal proceeds so that funds are made to appear legitimate, and it is not limited to cash transactions. Involvement in such activities undermines our integrity, damages our reputation and can expose our company and the individuals involved to severe sanctions. Report any suspicious financial transactions and activities to the appropriate resource listed on page 38 and, if required, to appropriate government agencies.

Imports, Exports and Global Trade

GraceMee has global operations that support a growing, worldwide customer base. To maintain and grow our global standing, all employees, officers and directors must strictly comply with not only Canada laws that govern the import, export and re-export of our products, but also with the laws of other countries where our products are manufactured, repaired or used. Any violation of these laws, even through ignorance, could have damaging and long-lasting effects on our business.
If your responsibilities include exporting products or receiving imported products, you are responsible for screening customers, suppliers and transactions to ensure that we comply with all applicable export and import requirements.


We are subject to the anti-boycott provisions of Canada law that require us to refuse to participate in foreign boycotts that Canada does not sanction. We promptly report any request to join in, support or furnish information concerning a non-Canada- sanctioned boycott.


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Make a Commitment:

Obtain all necessary licenses before the export or re-export of products, services or technology.
Report complete, accurate and detailed information regarding every imported product, including its place(s) of manufacture and its full cost.
Direct any questions you have regarding imports or exports of our products, parts or technology to the appropriate resource listed on page 38.

Be Alert To:

Transferring technical data and technology to someone in another country, such as through email, conversations, meetings or database access. This restriction applies to sharing information with coworkers, as well as non-employees.
Transporting company assets that contain certain technology (such as a computer an employee takes on a business trip) to another country.


My work requires regular interaction with customs officials. As part of my job, I am routinely asked to provide the Customs Service with information about our imports and exports. Do I really need to contact the appropriate resource listed on page 38 before every submission of information to the government?

The right approach here would be to discuss with your manager the types of requests your department routinely receives from Customs. These routine requests, once understood, might be handled without any legal review. Extraordinary requests would still require the appropriate resource review to ensure that you are responding accurately, fully and in accordance with the law.

Political Activities

You have the right to voluntarily participate in the political process, including making personal political contributions. However, you must always make it clear that your personal views and actions are not those of GraceMe, and never use company funds for any political purpose without proper authorization.

Make a Commitment:

Ensure that your personal political views and activities are not viewed as those of our company.
Do not use our resources or facilities to support your personal political activities


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Be Alert To:

Lobbying. Interactions with government officials or regulators that could be seen as lobbying must be discussed in advance and coordinated with the appropriate resource listed on page 38.
Pressure. Never apply direct or indirect pressure on another employee to contribute to, support or oppose any political candidate or party.
Improper influence. Avoid even the appearance of making political or charitable contributions in order to gain favor or in an attempt to exert improper influence.
Conflicts of interest. Holding or campaigning for political office must not create, or appear to create, a conflict of interest with your duties at GraceMee.


I will be attending a fundraiser for a candidate running for local office. Is it OK to mention my position at GracMee as long as I don’t use any company funds or resources?

No. It would be improper to associate our name in any way with your personal political activities.


I would like to invite an elected official to speak at an upcoming company event. Would that be a problem?

You must get approval from the appropriate resource listed on page 38 before inviting an elected official or other government official to attend a company event. If the invitee is in the midst of a reelection campaign, the company event could be viewed as support for the campaign. Depending on local laws, any food, drink or transportation provided to the invitee could be considered a gift. In most cases, there would be limits and reporting obligations.


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Working With Our Customers and Business Partners

Honest and Fair Dealing

We treat our customers and business partners fairly. We work to understand and meet their needs, while always remaining true to our own ethical standards. We tell the truth about our services and capabilities and never make promises we can’t keep. In short, we treat our customers and business partners as we would like to be treated.

Make a Commitment:

Treat each customer fairly and honestly.
Be responsive to customer requests and questions. Only promise what you can deliver and deliver on what you promise.
Never follow a customer’s request to do something that you regard as unethical or unlawful.
Promptly raise with a manager any potential conflict of interest between you, our customers or our company.
Speak up and talk to your manager if you have concerns about any error, omission, undue delay or defect in quality or our customer service.

Be Alert To:

Pressure from colleagues or managers to cut corners on quality or delivery standards.
Temptations to tell customers what you think they want to hear rather than the truth; if a situation is unclear begin by presenting a fair and accurate picture as a basis for decision.


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Supplier Relations

GraceMee evaluates and engages with qualified suppliers (including vendors) on an objective basis grounded in fairness. When selecting suppliers, we assess each supplier’s ability to satisfy our business and technical needs and requirements. We also make purchasing decisions based on the long-term cost and benefit to GraceMee. All agreements are negotiated in good faith and must be fair and reasonable for both parties.

Conflicts of Interest

A conflict of interest can occur whenever you have a competing interest that may interfere with your ability to make an objective decision on behalf of GraceMee. Each of us is expected to use good judgment and avoid situations that can lead to even the appearance of a conflict, which can undermine the trust others place in us and damage our reputation.
Conflicts of interest may be actual, potential or even just a matter of perception. Since these situations are not always clear-cut, you need to fully disclose them to your manager so that we can properly evaluate, monitor and manage them.

Make a Commitment:

Avoid conflict of interest situations whenever possible.
Always make business decisions in the best interest of GraceMee.
Discuss with your manager full details of any situation that could be perceived as a potential conflict of interest. Ultimately all conflicts need to be approved by executive management.
Think ahead and proactively address situations that may put your interests or those of a family member in potential conflict with GraceMee.

Be alert to situations, including the following, which are common examples of potential conflicts of interest:

  • Corporate opportunities

         If you learn about a business opportunity because of your job, it belongs to GraceMee first. This means that you should not take that opportunity for yourself unless you get approval from the appropriate resource listed on page 38.

  • Friends and relatives

         On occasion, it is possible that you may find yourself in a situation where you are working with a close friend or relative who works for a customer, supplier or competitor. Since it is impossible to anticipate all situations that may create a potential conflict, you should disclose your situation to your manager in order to determine if any precautions need to be taken.

  • Outside employment

        To ensure that there are no conflicts and that potential issues are addressed, you always need to disclose and discuss outside employment with your manager. If approved, you must ensure that the outside activity does not interfere with your work at GraceMee. Working for a competitor, supplier or customer may raise conflicts that will need to be resolved. Also, take care to ensure that any approved side or personal business does not compete with GraceMee. 


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  • Personal investments

         A conflict can occur if you have a significant ownership or other financial interest in a competitor, vendor, supplier or customer. Make sure you know what’s permitted – and what’s not – by our policies and seek help with any questions.

  • Civic activities

         Unless company management specifically asks you to do so, you shouldn’t accept a seat on the board of directors or advisory board of any of our competitors, suppliers, customers or partners, especially if your current job gives you the ability to influence our relationship with them.


As an employee of GraceMee, is it possible for a member of my family or a close personal friend to be a vendor or customer?

Yes, as long as a number of stringent conditions are met. GraceMee has recognized that there are situations where it may be in the best interests of the company to do business with someone who may be related in some way to a GraceMee employee.
In order to provide a practical approach to this ethical issue and to ensure that all potential vendors and customers are treated and evaluated fairly, a GraceMee Officer must approve situations that pose a potential conflict. In general, we allow vendors or customers who are related in some way to a GraceMee employee to transact business with GraceMee as long as: (1) there is complete disclosure of the relationship; (2) the relationship has been reviewed and formally approved to ensure that GraceMee’s interests are protected; (3) the vendor or customer is treated in exactly the same manner as all other similar vendors or customers, and; (4) the employee has no influence or authority over the business transactions or relationship. There are two classes of review and approval:

• A relationship between a vendor or customer and an employee who is not an officer of the company must be disclosed and approved by a GraceMee Officer.

• A relationship between a vendor and an officer (such as the CEO, COO or Vice President) of the company must be disclosed and approved by the Board of Directors.

Of course, it is never OK to compete with GraceMee or to assist or share any GraceMee information with a GraceMee competitor or anyone working for a GraceMee competitor.


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Gifts and Entertainment

A modest gift may be a thoughtful “thank you,” or a meal may be an appropriate setting for a business discussion. If not handled carefully, however, the exchange of gifts and entertainment may appear to create a conflict of interest or other ethical issues. This is especially true if it happens frequently, or if the value is large enough that someone may think it can improperly influence a business decision. Proper records of such expenses must also be created and maintained.
We do not accept or provide gifts, favors or entertainment – even if it complies with our policies – if the intent is to improperly influence any decision.

Make a Commitment:

Exchange modest gifts and entertainment that foster goodwill in business relationships, but never provide or accept gifts or entertainment that obligate or appear to obligate the recipient.
Only provide and accept gifts and entertainment that are reasonable complements to business relationships.
Understand and comply with the policies of the recipient’s organization before offering or providing gifts, favors or entertainment.
Never accept cash or cash equivalents.
Do not request or solicit personal gifts, favors, entertainment or services.
Raise a concern whenever you suspect that a colleague or third party acting on our behalf may be engaged in any attempt to improperly influence a decision of a customer or government official.

Be Alert To:

Situations that could embarrass you or our company, including entertainment at sexually oriented establishments.
Gifts, favors or entertainment that may be reasonable for a privately owned customer but not for a government official or agency.


When traveling, I received a gift from a business partner that I believe was excessive. What should I do?

You need to notify your manager or the Human Resources Department as soon as possible. We may need to return the gift with a letter explaining our policy. If a gift is perishable or impractical to return, another option may be to distribute it to employees or donate it to charity, with a letter of explanation to the donor.


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During contract negotiations with a potential new supplier, the new supplier mentioned that they had a complimentary registration to a local business seminar. They are unable to attend and asked if I would like to go in their place. I had been thinking of attending the seminar anyway, since the subject of the seminar applies to my work. There’s no personal gain to me, it would be good for GraceMee and it would be a shame to waste the registration. I planned on saying “yes,” but now I wonder if that would be the right decision.

You should decline the offer. If you are involved in contract negotiations, you must never accept any gifts while the negotiation process is ongoing. Accepting gifts during negotiations can give the appearance of something improper and is always inappropriate.

Working With the Government

We are committed to meeting the many special, legal, regulatory and contractual requirements that apply to our government-related work. These requirements may apply to bidding, accounting, invoicing, subcontracting, employment practices, contract performance, gifts and entertainment and other matters.

In addition, GraceMee may be legally obligated to impose those requirements on any agents or subcontractors we bring in to help in the work. You must always make sure you know whether you are dealing with a government-related entity. This is not always obvious. Businesses such as airlines, oil companies and telecommunications providers may be owned or controlled by a government, in whole or in part, and subject to special rules. When in doubt, discuss the situation with your manager or the Human Resources Department.


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Serving the Greater Good

Corporate Citizenship

We believe in making a positive difference in people’s lives and maintaining the health and welfare of the communities where we live and work. We promote, encourage and support a diverse range of corporate social responsibility activities. You are encouraged to get involved in the many initiatives we support.
We also encourage you to make a difference on a personal level, but, in general, ask that you do so on your own time and at your own expense, making sure that your activities are lawful and consistent with our policies. Unless you receive approval in advance, please do not use GraceMee funds, assets or the GraceMee name to further your personal volunteer activities.

Human Rights

We conduct our business in a manner that respects the human rights and dignity of all, and we support international efforts to promote and protect human rights, including an absolute opposition to slavery and human trafficking.
Each of us can help support efforts to eliminate abuses such as child labor, slavery, human trafficking and forced labor.

Make a Commitment:

Report any suspicion or evidence of human rights abuses in our operations or in the operations of our suppliers. Remember that respect for human dignity begins with our daily interactions with one another and with our suppliers and customers. It includes promoting diversity, accommodating disabilities and doing our part to protect the rights and dignity of everyone with whom we do business.


Revenue from conflict minerals has been linked to funding for groups engaged in extreme violence and human rights atrocities, so we are proactive in implementing policies and procedures throughout our supply chain to source responsibly, monitor our suppliers’ performance and, where needed, request corrective action.
We work closely with suppliers of raw materials, parts and components and communicate our expectation that suppliers and vendors will comply with all applicable laws including laws aimed at providing conflict-free minerals.


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Protecting the Environment

We recognize our environmental and societal responsibilities. We are committed to sustainability and to minimizing damage to the environment as well as any potential harm to the health and safety of employees, customers and the public.

Make a Commitment:

Do your part to ensure that protecting employee safety and the environment is a priority. Stop work and report any situation that you believe could result in an unsafe working condition or damage to the environment.
Fully cooperate with environmental, health and safety training and with our company’s periodic compliance reviews of our products and operations.
Read and understand all the information provided by our company that is relevant to your job and the health, safety and environmental effects of our operations.
Be proactive and look for ways that we can minimize waste, energy and use of natural resources.
If you have any questions about compliance with environmental, health and safety laws please contact the appropriate resource listed on page 38.


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Acknowledgement Form

At GraceMee, we believe in following all applicable laws and regulations. All GraceMee employees must complete and submit this Acknowledgement Form annually and participate in all required ethics and compliance training.
Submitting this form indicates that you have read and understood our Code of Ethics and Business Conduct and:

• Have complied with the Code to the best of your knowledge.

• Have reported any possible conflicts of interest.

• Will contact management or use any of the reporting methods included in this Code if you have concerns related to an employee or their business conduct.


Name (printed): _________________________________________________


Signature: _____________________________________________________




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GraceMee Corporate
The GraceMee EthicsPoint Hotline
Corporate Legal