Code of Conduct & Ethics

This CHEQ’s Code of Conduct (“Code”) is one of the ways to put the company’s values and ethical business conduct into practice. We expect all our employees, consultants, vendors, suppliers and third parties we engage with, to respect our customers, partners and each other every day and in every interaction.
Employees of CHEQ or any of its afﬁliates or subsidiaries (collectively, “CHEQ” or the “Company“), including members of the board of directors in connection with their work for CHEQ, and also including contingent workers (such as contractors, consultants and agency workers) and others performing work for CHEQ or on its behalf (collectively referred to in this code as “Personnel”) are expected to act lawfully, honestly, ethically, and in the best interests of CHEQ while performing duties on behalf of CHEQ and complying with all applicable laws, rules, and regulations.

The Code provides guidelines for business conduct required of CHEQ’s directors, officers, employees, consultants, vendors, suppliers, contractors, their representatives, and third parties we engage with (collectively, “CHEQers“). The Code is subject to change and may be amended, supplemented or superseded by one or more separate policies. Persons who are unsure whether their conduct or the conduct of other CHEQers complies with this code should contact their manager, Human Resources, or CHEQ’s Chief Legal Ofﬁcer. Persons who believe that their fellow workers at CHEQ may be falling short of its commitment to operate according to this Code are expected to report that to their supervisors.

If any part of this Code conﬂicts with local laws or regulations, only the sections of this Code permitted by applicable laws and regulations will apply.

We also believe that every CHEQer is responsible for becoming familiar with CHEQ’s policies so that they may integrate them into every aspect of our business.

CHEQ considers violation of the law, CHEQ’s policies, and this Code to be a serious matter. Any violation can result in disciplinary action, up to and including termination of employment and/or of the relationship with CHEQ. Additionally, those who work with us, including founders, employees, consultants, vendors, suppliers, volunteers, contractors, their representatives, are expected to maintain professional conduct and follow all applicable laws and regulations. Certain violations may be referred to legal authorities for investigation and civil or criminal prosecution.

This Code aims to provide a set of rules, proper practices and help define our culture. Everything we do in connection with our work should be measured against the highest possible standards of ethical business conduct. Keeping these rules and following these principles will help us maintain this high standard, create an inclusive work environment, and put CHEQ’s values into practice. Although this Code covers a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise or every situation in which ethical decisions must be made, but rather set forth key guiding principles that represent Company policies.

AVOID CONFLICTS OF INTEREST

CHEQers are expected to use their judgment and to always act in the best interests of CHEQ while performing their job duties. CHEQers should attempt to avoid actual or the appearance of any conﬂicts of interest.

A conﬂict of interest may exist when you are in a situation in which competing loyalties could cause you to pursue a personal beneﬁt for you, your friends, or your family at the expense of CHEQ’s best interest or of its users.

A conﬂict of interest may also arise from your personal relationship with a customer, vendor, competitor, business partner, or other CHEQers, if that relationship impairs or may be perceived as such regarding your objective business judgment.

If any situation appears to present a conﬂict of interest, CHEQers should avoid participating in the situation, and if not possible – promptly disclose the potential conﬂict to the direct supervisor. In addition, you are expected to avoid participating in decisions that might raise the appearance of a conﬂict until you receive appropriate guidance from your supervisor. Situations involving a conflict of interest may not always be obvious or easy to resolve, and you should immediately report actions that may involve a conflict of interest to the direct supervisor.

SOME SPECIFIC POTENTIAL CONFLICTS OF INTEREST TO BE MINDFUL OF ARE:

Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest.

Business Engagements

Beginning any employment, business or consulting relationship with another company that is a current or potential competitor of CHEQ or that otherwise has a business relationship with CHEQ, and/or accepting gifts of more than the modest value or receiving personal discounts that are not generally offered to the public or other benefits, as a result of your position in the Company from a competitor, customer or supplier. Additionally, accepting or providing certain business entertainment (such as an invitation to attend a local cultural or sporting event, or a celebratory meal with a business partner) can be appropriate, provided that the entertainment or meal is reasonable and customary and in the furtherance of a business relationship. The cost is not excessive, and it should not inappropriately bias future decision-making about working with the partner or create an appearance of impropriety. You should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates you to provide something in return, and you should not actively solicit gifts or entertainment from a current or potential client or business partner of CHEQ.

Personal Beneﬁts for Yourself or Family Members

Conducting CHEQ business with members of your family or others with whom you have a signiﬁcant personal or ﬁnancial relationship, without prior approval from your manager or a member of CHEQ’s management team.
A conﬂict of interest may also arise from your personal relationship with a customer, vendor, competitor, business partner, or other CHEQers, if that relationship impairs or may be perceived as such to your objective business judgment.

Boards Membership

CHEQers who serve on boards of directors or advisory boards of any other entity or organization are required, prior to acceptance, to obtain approval from CHEQ’s CEO or Chief Legal Officer.

Investments in Other Companies

Any investment in more than two percent (2%) of a public company or any investment in a private company that is a current or potential competitor of CHEQ or that has a business relationship with CHEQ requires prior written approval from CHEQ’s CEO or Chief Legal Officer.

Acceptance of Gifts and Entertainment Giving or receiving gifts or entertainment to or from a current or future client, supplier or business partner can potentially create a conﬂict of interest, especially if the value of the item is signiﬁcant. Accepting or providing gifts (such as company-branded swag or simple gift baskets) is generally ﬁne if the market value of the item is less than US$200. Additionally, accepting or providing certain business entertainment (such as an invitation to attend a local cultural or sporting event, or a celebratory meal with a business partner) can be appropriate, provided that the entertainment or meal is reasonable and customary and in the furtherance of a business relationship the cost is not excessive; and it won’t inappropriately bias future decision-making about working with the partner or create an appearance of impropriety. You should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates you to provide something in return, and you should not actively solicit gifts or entertainment from a current or potential client or business partner of CHEQ.

Business Opportunities

CHEQers may not exploit or take advantage of business opportunities that are discovered through the use of CHEQ’s property, information, or position for personal gain unless the opportunity is fully disclosed in writing to CHEQ, which declined to pursue such opportunity and approved for the Personnel member to pursue the opportunity.

Potentially Conﬂicting Relationships

CHEQ does not prohibit dating among CHEQers, nor does it prohibit relatives from working together within, for or on behalf of CHEQ.

However, if a potentially conﬂicting relationship, romantic or otherwise, involves two employees in a direct reporting relationship, in the same chain of command, or otherwise creates an actual or apparent conﬂict of interest, the employees must disclose the relationship to Human Resources.

Both employees have a responsibility to disclose any such potential conﬂict. If you are a manager, your failure to properly disclose may result in more serious discipline. Upon learning of any potential conﬂict, CHEQ may reassign at least one of the individuals to a different position or role within CHEQ. In any event, where your signiﬁcant other, relative, or any other potentially conﬂicted person is within your chain of command, you must recuse yourself from any decision-making concerning the person’s compensation, promotion, discipline or termination and must refrain from participating in his/her performance review.

If you have a personal or ﬁnancial relationship with any service providers to CHEQ, such as vendors, suppliers or contingent workers, for which you have work-related responsibilities, you must disclose that relationship to your direct manager and recuse yourself from any decision-making regarding that service provider.

AVOID HARASSMENT

CHEQ does not tolerate unlawful harassment or any mistreatment by its workers, consultants, vendors, third parties, guests, clients, or partners in the workplace or in a work-related situation based on sex, race, color, nationality, ethnic origin, citizenship, religion/belief, age, physical or mental disability, medical condition, sexual orientation, veteran status, marital status, genetic information or characteristics, or any other category protected under applicable law.

If you suspect harassment, discrimination, or retaliation has occurred, you are encouraged, and managers are required to promptly provide a written or oral complaint to the HR department. CHEQ will take all reasonable and appropriate steps to address situations where a CHEQer’s or any of its representatives’ conduct endangers the safety of others, violates others’ rights to be free from harassment, discrimination, and retaliation, or otherwise conflicts with CHEQ’s culture and values, up to and including termination of employment or engagement.

Specifically note that the issues of prevention of sexual harassment may be substantially different from one jurisdiction to another and local laws and policies shall govern and apply, accordingly.
The local policy can be found at your local office (Israel/ NY)/ online on ADP (US) / WeConnect (Japan).

SUPPLY CLEAR AND ACCURATE COMMUNICATIONS

You should ensure that all business records and communications (including email, texts and instant messages) are clear and accurate.

Potential risks from inaccurate or misleading statements include claims of false advertising, misrepresentation, breach of contract, securities fraud, unfair disclosure, and antitrust violations.

You must approach the Chief Marketing Officer before making any formal statements or providing information about CHEQ, our services, or our business and fellow CHEQers to any third party including: journalists, bloggers and industry analysts in any form or method, including through any public forum (such as a tradeshow or conference or online).

ENSURE FINANCIAL INTEGRITY AND RESPONSIBILITY

CHEQers are expected to act responsibly and exercise sound judgment with respect to matters involving company ﬁnances.

If, in the course of your duties, you spend money, enter into contracts, or maintain ﬁnancial records on behalf of CHEQ, with respect to such duties you must keep accurate and complete records, submit accurate and complete reports as required, comply with CHEQ’s system of internal controls, and ensure compliance with applicable legal and regulatory requirements.

You may not give an endorsement or other statement on behalf of CHEQ or personal endorsement that identiﬁes your afﬁliation with CHEQ, except when approved by the management team members (C-level).

In addition, you may not discuss CHEQ’s business, including ﬁnancial condition, business or ﬁnancial performance, products, or business prospects with ﬁnancial analysts or actual or potential investors without the prior approval of management team members (C-level).

PRESERVE CONFIDENTIALITY

CHEQ’s conﬁdential business information is an asset that everyone must protect.

CHEQers are required to use conﬁdential information of CHEQ for business purposes only and must always keep such information in strict conﬁdence. This responsibility extends to conﬁdential information of third parties that we have received under non-disclosure agreements.

Conﬁdential information includes, without limitation, proprietary data, trade secrets and know-how such as software and product designs, product plans, inventions, laboratory notebooks, processes, designs, drawings, engineering, customer lists, employee data (other than your own), ﬁnancial information, budgets, pricing, business plans, or other business information.

Your obligations to maintain the conﬁdentiality of this information means that you may not share any such information outside of CHEQ unless CHEQ has appropriate non-disclosure agreements in place.

For help in establishing such an agreement, if you have questions about provisions of a non-disclosure agreement already in place, or if you have questions about whether certain information can be disclosed, please contact CHEQ’s Legal team.

CHEQers should also refrain from sharing conﬁdential information internally beyond those persons who legitimately need to know it for purposes of their job. You should use your judgment to share what is appropriate inside the company in furtherance of yours and others’ jobs. Improper use or disclosure of conﬁdential business information could seriously damage CHEQ’s reputation with users, business partners and the community, expose us to liability, and cause harm to our business.

In addition, you are not to bring with you to CHEQ, or use or disclose to any person associated with CHEQ, any conﬁdential or proprietary information belonging to any former employer or other person or entity to which you owe an obligation of conﬁdentiality under any agreement or otherwise.

Your obligation to protect the Company’s proprietary and confidential information continues even after your employment/engagement with the Company terminates, and you must return all proprietary information in your possession upon such termination.

PROTECT USER DATA AND PERSONAL DATA

Depending on your role at CHEQ, you may have access to information systems or tools that enable you to view certain information relating to users (including your coworkers, as well as registered and non-registered individuals), which would otherwise not be visible to you. These tools are important and necessary to enable you to perform your work effectively.

However, it is of the utmost importance that all CHEQers treat this data access with extreme sensitivity and caution, and only access this data to the extent it is required for you to do your job. This data is conﬁdential and subject to privacy protections.

ACCEPTANCE OF INVALID TRAFFIC COMPLIANCE POLICY

As CHEQ deals with, among others, the detection and prevention of Invalid Trafﬁc (here and after: “IVT”) for advertisers, ad agencies and publishers wishing to run digital advertisers across different channels on the web – CHEQ discourages bad behavior related to detecting, measuring and reporting IVT which can severely impact the reported metrics or the credibility of our organization. Any employee participation in or any employee ﬁnancially making proﬁt or beneﬁting from the generation of invalid trafﬁc, the purchase, sale or release of ITV (except for the sole purpose of CHEQ’s and/or sanctioned research), linkages with suspected business partners and lack of transparency in IVT actions – is explicitly and strictly prohibited.

For the avoidance of doubt, trafﬁc suspected of being or including IVT may be acquired in order to test, evaluate or develop invalid trafﬁc approaches.

PROTECT CHEQ ASSETS

CHEQ provides CHEQers with a wide range of valuable assets to help you perform your work at the highest level. These assets include computer equipment, mobile devices, communications platforms and equipment, software, ofﬁce and electronic equipment, and facilities.

CHEQers are expected to treat these assets with care and use them with the interests of the business in mind. This means that assets should be well maintained and not subject to unreasonable use. If something you are using is damaged, please see that it gets ﬁxed. In addition, you should use your judgment in using CHEQ’s assets for personal matters. CHEQ’s assets are property of CHEQ and are provided for business use only.

OBEY THE LAW

CHEQ employees are expected to act within the boundaries of and adhere to the applicable laws, rules and regulations of the countries where we operate and handle business in. Illegal or unethical acts shall not be committed for any reason.

If you have any questions about the applicability of interpretation of any law, rule or regulation, you should contact CHEQ’s Legal team.

Some speciﬁc laws to be mindful of include, but are not limited to:

ANTI-CORRUPTION INTERNATIONAL TRADE LAWS AND REGULATIONS INSIDER TRADING LAWS AND REGULATIONS
ANTI-DRUGS AND SUBSTANCES LAWS AND REGULATIONS ANTI-CORRUPTION AND BRIBERY LAWS AND REGULATIONS
ANTI-MONEY LAUNDERING LAWS AND REGULATIONS GDPR LAWS AND REGULATIONS
ENVIRONMENTAL HEALTH AND SAFETY LAWS AND REGULATIONS ANTITRUST AND COMPETITION LAWS AND REGULATIONS
PREVENTION OF SEXUAL HARASSMENT LAWS AND REGULATIONS

In accordance with these laws, CHEQ employees, directors and senior management members must never agree to:
-Set prices with competitors, either directly or indirectly.
-Allocate customers, advertisers, territories, or product markets with competitors, either directly or indirectly.
-Refrain from dealing with a particular company (“group boycott”).

Further, it may also be considered illegal to share competitively sensitive information with competitors, leverage market power to gain an unfair competitive advantage – and others. If you have questions in these areas, please contact CHEQ’s Legal team.

DRUG FREE, VIOLANCE FREE WORKPLACE

The use of alcohol and drugs can impair your ability to work effectively and productively. Except at approved Company functions, or with appropriate authorization, you may not drink alcohol on Company premises. You are prohibited from working while your performance is impaired by alcohol or any other drug whether legal or illegal.

Additionally, you may not possess any non-pharmaceutical drugs on Company premises or at work-related functions. We strictly prohibit acts of hostility, intimidation or violence towards others in the workplace and in places where our business is being conducted. You may not bring firearms, explosives or any other weapons onto Company premises, or to any work-related setting, regardless of whether you are licensed to carry such weapons.

PROFESSIONAL NETWORKING

Online networking on professional or industry sites, such as LinkedIn, has become an important and effective way for colleagues to stay in touch and exchange information. CHEQers should use good judgment when posting information about themselves or the Company on any of these services. What you post about the Company or yourself will reflect on all of us. When using professional networking sites, you should observe the same standards of professionalism and integrity described in our code and follow the social media guidelines outlined above.

REPORT VIOLATIONS

If you learn about or suspect a violation of this Code, one of CHEQ’s policies, or any law, you shall promptly report it to your manager, Human Resources, or CHEQ’s Legal team, in accordance with applicable law. If you are uncomfortable making such a report, you may do so anonymously if permitted by applicable law.

CHEQ will not retaliate against anyone making a good-faith report of a potential violation. CHEQ will investigate any report of a violation. You must cooperate fully with any investigation, but should not investigate independently, as alleged violations may involve complex legal issues, and you may risk compromising the integrity of a formal investigation. Conduct that violates the law or company policies is grounds for prompt disciplinary or remedial action.
In addition, your failure to report a known violation of law or company policy by someone else may result in disciplinary action for employees and/or termination of employment/your relationship with CHEQ, all in accordance with applicable law.

Discipline for a violation of CHEQ policies or applicable law may range from a warning, and up to, and including termination of employment/your relationship with CHEQ (in accordance with applicable law). Where laws have been violated, we will cooperate fully with the appropriate authorities.

It is against CHEQ policy (and may be unlawful) for any CHEQ employees to retaliate against any person for reporting/expressing intent to report/assist in reporting/participate in any investigation of what she or he believed in good faith to be a violation of this code.

CHEQ is committed to maintaining a culture of integrity and accountability. We encourage an open environment where concerns can be raised without fear of retaliation. It is essential for maintaining trust and ensuring that we operate within the bounds of our ethical standards and legal obligations. We depend on you to uphold these principles by reporting any concerns promptly and responsibly.

INCLUSION, DIVERSITY, RESPECT AND FAIR EMPLOYMENT

The diversity of people, lifestyles, opinions and attitudes are crucial drivers of innovation and success. An inclusive culture is an effective way for us to increase diversity within CHEQ.

For that reason, inclusion and diversity are ﬁrmly embedded in our culture at CHEQ, as well as executing HR processes and policies, all in accordance with applicable laws. For us, inclusion describes a culture in which we can all collaborate, develop our unique talents, and achieve excellence together.

At CHEQ, we strive to create a supportive environment where discrimination, harassment, and inequality have no place. We continually work towards building a culture of mutual respect and understanding, where everyone has the opportunity to reach their full potential. Our commitment to diversity and inclusion is not just a policy but a core value that drives our business forward. All CHEQers are required to comply with the Company’s policy on equal opportunity, non-discrimination and fair employment.