Business code of conduct.

01Purpose

This Code of Conduct sets the ethical floor for everyone who works on, with, or for Message.com LLC. It applies to employees, contractors, advisors, and directors. We hold ourselves to the standard a customer would expect from the company they trust with their conversations.

The Code is short on legalese and long on plain rules. If a situation is not covered here, the test is simple: would we be comfortable if this decision appeared on the front page of a newspaper, in a customer's audit, or in a court filing? If the answer is no, do not do it. Ask [email protected] before you act.

Compliance is a condition of continued employment. We update this document at least once per year and whenever the law or our risk profile changes.

02Compliance with law

We comply with every law and regulation that applies to where we operate, where our customers operate, and where our data lives. That includes United States federal and state law, the laws of the European Union and the United Kingdom, and the laws of every country we sign customers in. When local custom and the law disagree, the law wins.

When you are unsure whether a contemplated action is legal, stop. Email [email protected]and wait for written guidance. Saying "everyone in the industry does it" is not a defense and is not allowed as a reason to proceed.

03Anti-bribery and corruption

We do not offer, give, request, or accept bribes. We comply with the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and equivalent laws everywhere we do business. This applies whether the counterparty is a private company, a government, a public official, a state-owned enterprise, or a family member of any of the foregoing.

We do not make facilitation payments, sometimes called grease payments. There is no minimum amount that is acceptable. A small payment to speed up a routine government action is a bribe under our rules, even if it is technically legal under local law.

You may not use a third party to do something we would not be allowed to do directly. Partners, resellers, lobbyists, agents, and consultants are all in scope. Anti-corruption diligence is required before we engage any commercial agent with government touchpoints.

04Conflicts of interest

A conflict of interest exists whenever your personal interest, or the interest of a family member or close friend, could plausibly influence your judgment on behalf of the company. Common examples: a spouse working at a vendor, an outside investment in a competitor, a board seat at a customer, a side business that sells into the same buyer.

You must disclose any actual or potential conflict in writing to [email protected] as soon as you become aware of it, and before you act on the conflicted matter. Disclosure is not consent; the company may require you to recuse yourself, divest, or take other action.

We perform an annual conflicts attestation for all employees and directors. Failure to disclose a known conflict on the attestation is a separate violation of this Code.

05Insider trading and material non-public information

You will sometimes learn material non-public information (MNPI) about Message.com or about a customer, partner, or vendor whose securities are publicly traded. MNPI includes financial results before they are announced, pending acquisitions, large customer wins or losses, security incidents, and litigation outcomes.

You may not trade securities of a public company on the basis of MNPI. You may not share MNPI with anyone outside the company, including family. Tipping is treated the same as trading. The rule applies until the information is public and the market has had time to absorb it.

The CEO and Finance designate blackout windows during which directors, officers, and certain employees may not trade in the company's securities. If you are on the restricted list, you will be told. If in doubt, do not trade and ask [email protected] first.

06Gifts and entertainment

Modest gifts and reasonable business meals are permitted between Message.com and a counterparty as long as they are infrequent, unsolicited, transparent, and never tied to a specific business decision. The de minimis limit is USD 150 per giver per recipient per calendar year for gifts, and USD 250 per occurrence for meals or entertainment, whichever is more conservative under local law.

Cash, cash equivalents (gift cards, cryptocurrencies, prepaid debit), and travel paid by a vendor are never acceptable. Gifts involving public officials require pre-approval from [email protected], regardless of value.

When in doubt, decline politely and refer the giver to this Code. A returned gift is never an insult; a regulator's subpoena is.

07Political activities

Message.com does not make political contributions, in money or in kind, to any candidate, party, ballot initiative, or political action committee. We do not host political fundraisers on company property or company time.

You are free to participate in political activity on your own time and with your own money. When you do, you must not use the company's name, logo, equipment, or work hours, and you must not imply that your views are the views of Message.com.

We engage with policy makers on telecom, AI, and data protection topics relevant to our business. That engagement is coordinated through the CEO and the Legal team; freelance lobbying by employees is not permitted.

08Trade controls and sanctions

We comply with U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC), EU and UK sanctions, and equivalent regimes. We screen customers, vendors, and partners against the relevant denied-party lists before signing and at renewal. We do not provide the Service to, or do business with, persons or jurisdictions subject to comprehensive sanctions, currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

You may not export, re-export, or transfer the Message platform, or any technology underlying it, in violation of U.S. Export Administration Regulations or any other applicable export control regime. If you are asked to ship hardware, share encryption-controlled source code, or route data to a sanctioned jurisdiction, escalate immediately to [email protected].

09Antitrust and fair competition

We compete on the quality of our product, our pricing, and our service. We do not collude. Specifically, you may not agree, formally or informally, with a competitor to fix prices, divide customers or territories, rig bids, or boycott a vendor or customer. These rules apply to conversations at conferences, in industry groups, on Slack DMs, and over drinks.

You may not exchange commercially sensitive information (current or future pricing, margin, costs, planned product launches, customer pipelines) with a competitor. If a competitor steers a conversation in that direction, end the conversation, document it, and email [email protected].

We do not abuse a dominant position. We do not use exclusivity, tying, or below-cost pricing to harm competitors in a way that would not be allowed under U.S., EU, or UK competition law.

10Confidentiality and trade secrets

Customer data, internal pricing, source code, security architecture, model weights, training corpora, financial projections, and personnel information are all confidential. You may not share them outside the company except where strictly required to do your job and only under a written confidentiality agreement.

Your confidentiality obligation survives the end of your relationship with Message.com. When you leave the company, you must return or delete all company information in your possession. We will help you do this cleanly.

Do not bring trade secrets of a former employer to Message.com. Do not use them in your work here. We do not want them and we will not accept them.

11Reporting violations

If you see or suspect a violation of this Code, of the law, or of company policy, report it. You can:

• Email [email protected], which routes to the General Counsel and the Audit Committee.
• Use the anonymous reporting channel published in the employee handbook (operated by an independent third party, available 24/7 in every language we operate in).
• Contact a member of the Board of Directors directly if the report concerns an executive officer.

You do not need certainty before you report. A good-faith report based on a reasonable belief is enough. We investigate every report and we will tell you the outcome to the extent permitted by law.

12No retaliation

Retaliating against someone who reports a concern, participates in an investigation, or refuses to participate in a violation is itself a violation of this Code, and in most cases a violation of the law. Retaliation includes termination, demotion, salary cuts, exclusion, harassment, and any meaningful change in working conditions tied to the protected activity.

If you believe you are being retaliated against, report it to [email protected] or to the Board directly. We will investigate and, where warranted, take corrective action up to and including termination of the retaliator.

13Annual training and certification

Every employee, contractor with persistent access, and director must complete annual training on this Code, on anti-bribery, on insider trading, on data protection, and on security awareness. Training is short, plain-English, and tracked.

Each year you will sign a certification that you have read this Code, that you understand it, and that you are not aware of any unreported violation. The certification is part of your compensation review. Failure to certify, without a documented reason, is grounds for discipline.

14Discipline

Violations of this Code are taken seriously. Consequences depend on the severity and the circumstances and range from a written warning, to mandatory retraining, to suspension, to termination of employment or contract, to civil suit, to referral to law enforcement. Officers and directors are held to a higher standard, not a lower one.

We make discipline decisions based on the facts, not on the seniority of the person involved. The General Counsel, the CEO, and (for executive matters) the Board of Directors are responsible for ensuring this Code is applied consistently across the company.