Code of Business Conduct and Ethics

Table of Contents

I. Compliance with Laws, Rules and Regulations

II. Conflicts of Interest

III. Discrimination and Harassment

IV. Health and Safety

V. Payments to Government Personnel

VI. Recordkeeping, Reporting, and Financial Integrity

VII. Questions; Reporting Violations

VIII. Periodic Certification

IX. Board of Directors

X. Waivers

 

I. Compliance with Laws, Rules and Regulations

Employees must follow applicable laws, rules and regulations at all times. Employees with questions about the applicability or interpretation of any law, rule or regulation, should contact the Legal Department.

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II. Conflicts of Interest

Employees are expected to use their judgment to act, at all times and in all ways, in the best interests of kidsSTRONG. A "conflict of interest" exists when an employee's personal interest interferes with the best interests of kidsSTRONG. For example, a conflict of interest may occur when an employee or a family member receives a personal benefit as a result of the employee's position with kidsSTRONG. A conflict of interest may also arise from an employee's business or personal relationship with a customer, supplier, competitor, business partner, or other employee, if that relationship impairs the employee's objective business judgment.

Because an employee's receipt of gifts or services could create a conflict of interest, the Legal Department will develop and maintain guidelines for disclosure of gifts or services received from customers, suppliers, competitors or business partners.

Employees should attempt to avoid conflicts of interest and employees who believe a conflict of interest may exist should promptly notify the Legal Department. The Legal Department will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate.

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III. Discrimination and Harassment

kidsSTRONG provides equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.

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IV. Health and Safety

kidsSTRONG provides a clean, safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe conditions, procedures, or behaviors.

Violence and threatening behavior are not permitted. Employees must report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol.

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V. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Employees may not make illegal payments to government officials. Employees who are conducting business with the government officials of any country must contact the Legal Department for guidance on the law governing payments and gifts to governmental officials.

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VI. Recordkeeping, Reporting, and Financial Integrity

kidsSTRONG books, records, accounts and financial statements must be maintained in appropriate detail, must properly reflect the Company's transactions and must conform both to applicable law and to the Company's system of internal controls. Further, kidsSTRONG public financial reports must contain full, fair, accurate, timely and understandable disclosure as required by law. The Company's financial, accounting and legal groups are responsible for procedures designed to assure proper internal and disclosure controls, and all employees should cooperate with these procedures.

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VII. Questions; Reporting Violations

kidsSTRONG will not allow retaliation against an employee for reporting misconduct by others in good faith. Employees must cooperate in internal investigations of potential or alleged misconduct.

Employees who violate the Code of Conduct will be subject to disciplinary action up to and including discharge.

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VIII. Periodic Certification

The Legal Department will designate certain employees who, based on their level of responsibility or the nature of their work, will be required to certify periodically that they have read, understand and complied with the Code of Conduct.

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IX. Board of Directors

With respect to their service on behalf of the Company, kidsSTRONG Board of Directors must comply with the relevant provisions of this Code of Conduct, including conflicts of interest and compliance with all applicable laws, rules and regulations.

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X. Waivers

Waivers of this Code of Conduct may be made only in a manner permitted by law.

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