Intellum Partner and Supplier Code of Conduct

This Intellum Code of Conduct (“Code”) establishes the standards and business practices that parties engaged in a commercial relationship with Intellum, Inc. (“Intellum”) are required to uphold. “Parties” include authorized resellers, solution delivery partners, service providers, and third-party vendors (each a, “Counterparty”). This Code is incorporated by reference into the applicable agreement between the Counterparty and Intellum (the “Agreement”) and forms a binding part of such Agreement.

1. Compliance with Laws and Regulations

Counterparty agrees to comply with all applicable laws, regulations, and industry standards, including but not limited to:

• Anti-bribery and anti-corruption laws
• Export control and trade compliance regulations
• Data protection and privacy laws
• Fair competition and antitrust laws
• Labor, employment, and occupational health and safety laws

2. Integrity and Ethical Conduct

Counterparty shall conduct its business activities in a lawful, ethical, and professional manner, including:

• Avoiding deceptive, misleading or manipulative business practices
• Providing accurate and truthful representations of Intellum’s products and services
• Acting in good faith and in the best interests of Intellum
• Identifying, avoiding, and where unavoidable, promptly disclosing any actual or potential conflicts of interest to Intellum

3. Respect for Human Rights

Intellum is committed to respecting internationally recognized human rights and encourages Counterparty to share this commitment as follows:

• Prohibit child labor, forced labor, human trafficking, and all other forms of exploitative or coercive labor practices within its organization and supply chain
• Ensure non-discrimination and equal opportunity in all hiring, employment, and advancement practices
• Respect employees’ rights to freedom of association and collective bargaining where permitted by applicable law

4. Anti-Bribery and Anti-Corruption

Counterparty shall maintain a zero-tolerance obligation with respect to bribery and corruption and shall:

• Not offer, give, promise, solicit, or accept bribes, kickbacks, or any other form of improper payment or benefit, whether directed to government officials or private parties, in connection with its business activities
• Maintain complete, accurate, and transparent records of all financial transactions
• Cooperate fully with any audit or review initiated by Intellum related to compliance with this section
• Report any request or demand for an improper payment encountered while performing under the Agreement

5. Confidentiality and Intellectual Property

Counterparty acknowledges the sensitivity of Intellum’s confidential information and shall:

• Protect Intellum’s confidential information and use it solely for the purposes expressly authorized under the Agreement
• Safeguard Intellum’s intellectual property using them in strict accordance with Intellum’s written guidelines
• Not reverse engineer, disassemble, copy, or create derivative works from Intellum’s products or services
• Upon termination or expiration of the Agreement, promptly return or destroy all Intellum confidential information in accordance with Intellum’s instructions

6. Data Protection and Privacy

Where Counterparty processes personal data on behalf of or in connection with Intellum, Counterparty shall:

• Handle all personal data in accordance with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR)
• Implement and maintain appropriate technical and organizational security measures to protect personal data against unauthorized access, disclosure, alteration, or destruction
• Notify Intellum within 24 hours of any actual or suspected data breach or security incident involving Intellum data or systems
• Process personal data only for the specific purposes authorized under the Agreement and not retain it beyond the period necessary for those purposes

7. Marketing and Branding

Counterparties that market, resell, or represent Intellum’s products and services agree to:

• Accurately and truthfully represent Intellum’s products, services, pricing, and capabilities in marketing and promotional materials
• Obtain prior written approval from Intellum before using any Intellum trademarks, logos, or branding materials
• Refrain from any marketing or sales practice that could harm or misrepresent Intellum’s reputation or brand
• Refrain from making unauthorized guarantees, warranties, or commitments on behalf of Intellum
• Deliver high-quality service and support consistent with the standards set forth in the Agreement

8. Information Security

Counterparty agrees to maintain reasonable and appropriate information security practices, including:

• Implementing safeguards to protect Intellum systems, data, and infrastructure from unauthorized access or cyber threats
• Ensuring that only authorized personnel have access to Intellum’s confidential information, data, systems, and environments
• Complying with any information security requirements specified in the Agreement or communicated by Intellum from time to time
• Reporting to Intellum any security vulnerability, incident, or breach that may affect Intellum or its customers within 24 hours of discovery

9. Environmental Responsibility

Intellum is committed to environmental stewardship and encourages Counterparty to adopt responsible environmental practices, including:

• Complying with applicable environmental laws, regulations, and permits
• Reducing waste, energy consumption, and greenhouse gas emissions where practicable
• Promoting the responsible recycling and safe disposal of electronic equipment and materials
• Supporting sustainable supply chain practices across Counterparty’s own vendor and supplier network

10. Reporting and Accountability

Counterparty is responsible for ensuring compliance with this Code throughout its organization, including its employees, approved subcontractors and affiliates engaged in activities related to the Agreement. Counterparty shall:

• Promptly report to Intellum any suspected or confirmed violation of this Code or of applicable law
• Cooperate fully with any Intellum investigation into potential violations, including providing access to relevant records and personnel
• Maintain internal policies, training, and oversight mechanisms sufficient to ensure ongoing compliance with this Code

11. Consequences of Non-Compliance

Intellum reserves the right to take appropriate action in response to any violation of this Code, including:

• Requiring corrective action plans and remediation within a specified timeframe
• Suspending Counterparty’s rights and activities under the Agreement pending investigation
• Terminating the Agreement for cause, in addition to any other remedies available under applicable law or equity

12. Use of Artificial Intelligence and/or Machine Learning

Counterparty recognizes that its use of artificial intelligence and or machine learning models (“AI Models”) in the performance of obligations under the Agreement may have significant implications for data privacy, security and legal compliance. Where AI Models are used in any manner that involves or affects Intellum data, customer data, or deliverables provided to Intellum, Counterparty shall:

• Obtain Intellum’s prior written approval before using any AI Models as described above.
• Disclose to Intellum the identity and nature of any AI Models used, the categories of data processed by those tools, and the specific purposes for which they are employed, promptly upon request.
• Ensure that all AI-generated outputs that form part of any service or deliverable to Intellum or its customers are reviewed and validated by a qualified human professional before delivery.
• Not use Intellum’s data, customer data, or any other information or data obtained in connection with the Agreement to train, fine-tune, or otherwise improve any AI Model, without Intellum’s express prior written consent.
• Ensure that any AI Models used comply with all applicable laws and regulations, including data protection and privacy laws, anti-discrimination laws, and any sector-specific AI regulations, including the EU AI Act, where applicable.
• Promptly notify Intellum of any material change to the AI Models used, including the adoption of new models or significant changes to existing models, that may affect Intellum data (including Intellum client data), systems, or deliverables.

Intellum reserves the right to withdraw approval for the use of any AI Model at any time upon reasonable notice if Intellum reasonably determines that continued use poses a risk to data security, data privacy, legal compliance, or the interests of Intellum or its customers.

13. Acknowledgment

By entering into an Agreement with Intellum, Counterparty acknowledges that it has read, understands, and agrees to comply with this Code of Conduct. Counterparty further agrees to:

• Flow down the principles and requirements of this Code to its employees, approved subcontractors, and affiliates who are engaged in activities related to the Agreement
• Promptly notify Intellum if it becomes aware of any circumstances that may prevent compliance with this Code