Privacy Policy and Code of Conduct

1.1 Purpose

ICQ Talent values its reputation. One of our corporate goals is to be and be perceived as a good corporate citizen, by customers, regulatory authorities, suppliers, Employees and by the business community. We intend that our business practices be compatible with the economic and social policies of the various localities in which we operate. Ethical business conduct at ICQ Talent is a shared responsibility. Each of us is accountable for upholding high standards of individual and business integrity. No matter where we work, honesty, integrity and responsible conduct is the basis for a sound business reputation in every culture.

This Code of Business Conduct cannot cover all situations where legal or ethical issues may arise; however, the spirit of the Code - to do what is right and protect the Company’s integrity extends beyond the topics described in these pages.

1.2 Fundamental Principles

1.2.1 Observing Ethical Standards

You must practice high standards of ethics and integrity so that in all our relationships, we can have pride in ourselves and in our Company.

1.2.2 Loyalty to ICQ Talent

Your personal interests and relationships must not affect your judgement on business decisions that you make on behalf of ICQ Talent. You must avoid any action that would put your own interests in conflict with the best interests of ICQ Talent.

1.2.3 Protecting ICQ Talent’s Assets and Reputation

You must protect the value of ICQ Talent’s assets, including its name and reputation, its intellectual property, Company brands, physical assets, confidential and proprietary information, as well as, the confidentiality of information of our customers, suppliers and employees.

1.2.4 Complying with Applicable Laws

You must not take any action on behalf of ICQ Talent that violates any law or regulation.

1.3 Advice

If you have questions about the policies, or are concerned about possible violations, don’t hesitate to seek advice. Each respective policy may set out the most appropriate positions to whom you should make inquiries or escalate concerns.

In general, you should seek advice from your immediate Manager. It is also recognized that in some cases you may feel it more appropriate to bypass your immediate Manager where that person is involved in the matter at hand.

ICQ Talent recognizes that some provisions of this Code may create real or apparent conflicts with local business customers or practices. In these cases, Employees must seek guidance using the procedures described in this document before proceeding in any manner that may violate the provisions of this Code.

Problems can usually be minimized by seeking advice from the appropriate ICQ Talent executive at the first opportunity rather than later when it is difficult to undo damage.

1.4 Complaints and Investigation

Any Employee who has information about or knowledge of any breach or suspected breach of this ICQ Talent Code of Business Conduct shall act in good faith and in the best interests of ICQ Talent and promptly report such matters in writing to his/her immediate Manager with a copy to the appropriate Regional Manager. Where a Manager or Regional Manager is involved in the matter in question, such that it would be inappropriate or uncomfortable to report the matter to him/her, the Employee is instead encouraged to report the matter to the Regional CEO. Any matter so reported shall be promptly acknowledged and investigated for appropriate action.

1.5 Consequences

A breach of these Policies could result in a serious negative impact for us all, from the Employee to the Company. The Employee could be subject to internal discipline (including termination) as well as civil and criminal prosecution (which may include monetary damages awards, fines and even imprisonment). ICQ Talent has a zero tolerance threshold for breaches of these Policies which are carried out with intent.

2. ETHICAL BUSINESS PRACTICES

2.1 Deception and Fraud

You must not engage in any form of fraud or deception. The basis of deception or fraud is a misrepresentation, which in its simplest form is a statement that is not true. However, representations must be looked at in a broader fashion, taken as a whole and put into the context where they were made. Deception and fraud may include statements which are made without reasonable investigation as to whether they are true or which fail to disclose important additional or qualifying information.

2.2 Bribery

Many countries have bribery and other anti-corruption laws that are intended to prevent companies and individuals from gaining an unfair business advantage, which laws include prohibition of facilitation payments to government officials or employees. You must not engage in bribery. This means you cannot give or offer money or anything else of value to anyone with whom the Company does business (or might do business) if the purpose (or reasonably perceived purpose) of the gift is to encourage that person to do something corrupt, deceptive or otherwise opposed to the person’s responsibilities. However, customer gifts and business courtesies (including meals, entertainment, tickets to sports or social events and other similar gifts) which are of nominal value, reasonable in nature and frequency, and are for the sole purpose of business development, as opposed to buying favours, are acceptable.

Prohibitions on offering or paying any form of bribes also apply to third parties acting on ICQ Talent’s behalf, such as alliance partners, contractors or consultants.

3. INTELLECTUAL UNAUTHORIZED COPYING OR USE

We protect our intellectual property and respect the intellectual property rights of others. It is against the law to make copies of legally protected works, including of those of others, or to use them without proper permission. Intellectual property rights are crucial to protecting the investments that individuals and companies make in developing new products and ideas. We may not copy, reproduce, or transmit protected materials, such as writing, artwork, music, video, photographs, movie clips and software, unless we have authorization or license.

4. CONFLICTS OF INTEREST

ICQ Talent recognizes and respects the right of Employees to take part in financial, business and other activities outside the jobs. However, Employees must avoid any action, investment, interest or association that might interfere, or be perceived to interfere, with their independent exercise of judgment in the best interests of the Company. In situations where either the perception may appear as

a conflict of interest, or there is too much potential for abuse, any activity that otherwise may seem reasonable, fair, and even economically beneficial to the Company, should be avoided. If you find yourself in an actual or potential conflict situation, you must promptly notify your Manager in writing.

5. ACCEPTING GIFTS OR FAVOURS

You may not accept gifts or favours that exceed local, social and/or business custom as same may influence or be perceived to influence your decision making ability with respect to ICQ Talent’ best interests. Please refer to Bribery Policy above to determine what is an acceptable nominal gift or favour.

6. INTERESTS IN OUTSIDE COMPANIES

You must not make decisions in the course of your duties as a ICQ Talent Employee which decisions would have a significant impact on any business in which you have a financial or personal interest. A “significant” impact on another business is one where your decision making on behalf of ICQ Talent would be or could be reasonably be perceived to be influenced by your relationship with that business so that you may no longer be acting in the best interests of ICQ Talent. Promptly advise your Manager, in writing, if you have or find yourself in such a situation.

7. PURCHASES FROM EMPLOYEES

The Company may not purchase products or materials from you or from a firm in which you have a substantial interest. There are exceptions where the product or material is commonplace or where the purchase is at a clearly competitive price for a competitive product; and where the total purchases in a year are of nominal amount, both to the Company and the vendor. In such a case you must first notify your Manager of the circumstances surrounding the proposed purchase and obtain his/her written approval prior to purchasing such products.

8. POSITIONS WITH OUTSIDE COMPANIES

An Employee serving as an officer or director of an outside (non-ICQ Talent) company may be regarded as a representative of ICQ Talent and might find his or her duties with that company to be in conflict with ICQ Talent’s interest. Therefore, no Employee may serve on the board of any company outside the ICQ Talent group (excluding non-profit organizations) without the prior written approval of the Chief Executive Officer. Employees who are requested to participate in external task forces, study groups or trade associations should understand that they may be required to take steps which are in the best interests of the industry, as opposed to the best interests of the Company. In such cases, they should decline participation. However, where their participation is in the best interests of the Company (as reasonably determined by their Regional Manager), such activity is encouraged.

9. USE OF COMPANY RESOURCES

You may not use ICQ Talent money, materials, supplies or other resources, including computers, to advance your personal interests and/or for your personal benefit. Under no circumstances should Company resources, including communication lines, be used for illegal or inappropriate purposes (such as accessing sexually explicit phone lines or Internet access to sites containing or promoting exploitation, hatred or discrimination based upon race, sex, religion or sexual orientation). It should be noted that this policy applies equally when using ICQ Talent’s computer systems and/or Internet access from a non-ICQ Talent location. Any information stored in ICQ Talent’s computers, like anything in a file cabinet, is company property and may be accessed and/or monitored by the Company at any time.

10. CONFIDENTIAL INFORMATION AND SECURITY

The unauthorized release of Confidential Information can cause the Company to lose a critical competitive advantage, hurt relationships with customers, embarrass or harm fellow Employees. You must maintain the confidentiality of the Company and customer information that is not publicly known and not use it to seek personal profit, even after you leave the Company. Furthermore, you must not request, encourage or allow others access to or use of such proprietary and confidential information.

As an ICQ Talent Employee, you need to take personal responsibility to safeguard both ICQ Talent owned and third-party owned proprietary and confidential information from unauthorized disclosure or loss. This includes complying with Company and ICQ Talent customer security policies and procedures for handling information assets and systems to protect ICQ Talent’s reputation; protect its investment in proprietary information; and to ensure ICQ Talent meets its legal obligations.

11. INSIDER TRADING

Many countries have insider trading laws that restrict securities trading and other activities by anyone who is aware of material, non-public information which is any information not generally known to the public that a reasonable investor might find significant in executing transaction to buy or sell securities in a company. When you have regular access to material, non-public information concerning ICQ Talent or any other company, you need to take special care in planning securities trades. Any Employee who is aware of material, non-public information regarding ICQ Talent or any other company, including ICQ Talent customers, must not:

•

Trade in or execute transactions regarding that company’s stock or other securities

•

Disclose that information to other who may buy/sell securities because of that information, or;

•

Otherwise use the information for personal advantage or the personal advantage of others

12. ANTITRUST, COMPETITION AND GATHERING COMPETITIVE INTELLIGENCE

ICQ Talent Employees are prohibited from participating in any business transaction or activity that violates any applicable antitrust/competition laws. The general aim of these laws is to prevent conduct which inhibits competition by creating artificial barrier to free competition among business competitors. Among the activities that have been clearly identified as violations of law are those involving express agreements or informal understandings with competitors to:

•

Fix prices, terms or conditions of sale for competing products or services

•

Divide or allocate customers, bids, or markets for competing products or services

•

Exchange non-public sales or price information

No Employee should ever discuss with competitors, the activities described above or other matters that might be construed as seeking to improperly restrict or limit competition.

Further, while obtaining information about competitors and other companies is common in the normal course of business, there are limits to the way that information, particularly Confidential Information, should be acquired. It is improper for any Employee to seek, receive or possess information about a competitor through misrepresentation, bribery or trespass (including unauthorized access to a computer network).

13. CUSTOMER REQUIREMENTS

Our interactions with customers must be professional in every respect. We must always endeavour to meet contractual commitments and never make any promises that we cannot fulfill. We must be cognizant of, and adhere to, customer rules and applicable practices when at a customer’s facility. We must take great care in handling customers’ property.

14. BUSINESS RECORDS, CONVERSATIONS AND COMPANY COMMUNICATIONS

Each of us is responsible for the integrity of business records and communications that we create. Ambiguous and unprofessional communications – whether written or oral – can harm ICQ Talent. Examples of communications include memos, e-mails, presentation materials, voicemails, text messages and instant messaging, as well as content in social media and websites. Even conversations

can become part of the Company’s records. You should, therefore, always strive to communicate with clarity and appropriate professionalism, so that your communication would not be misinterpreted if it appeared later, for instance, in a court of law or newspaper.

Any records required by our jobs, such as contractual arrangements, time cards and expense reports must be accurate, complete and properly authorized. We do not support or condone preparing false records under any circumstances.

We employ auditors to ensure that the way we conduct our business and keep records is consistent with the relevant accounting standards. We must cooperate with auditors and ensure that anyone acting under our direction also cooperates with auditors.

Except for certain “privileged” communications with lawyers (discussed below), all Company documents and computers files, including the most casual note or electronic mail message, may be disclosed to government enforcement organizations or private parties in lawsuits against the Company. Records must be maintained for time periods required by law.

You should be aware that stamping documents “restricted” or “confidential” does not necessarily protect them from being disclosed in court (although, as discussed further, it may help if ICQ Talent acts reasonably to protect the confidential nature). To protect ICQ Talent from certain exposure to liability, you are advised to follow these general guidelines regarding Company communications (while these guidelines are specific for antitrust/competition matters, they are equally relevant and applicable in most business cases):

•

Report facts, be concise and objective, and indicate where the information came from.

•

Do not draw legal conclusions

•

Avoid expressions that may imply guilt, such as “Please destroy after reading” or “We stole this customer from ABC Widget Corp.”

•

Do not refer to “industry policies”, “industry price” or similar expressions that imply a common course of action exists if none exists

•

Do not use language that would suggest a false intent to harm competitors, such as “This new software will ‘destroy’ the competition” or “establish a dominant position”

•

Do note overstate your share of the market or refer to a market that is unreasonably narrow in order to make your market share appear larger. Sales and marketing “puffing” can often be used against ICQ Talent in unrelated matters before the courts. Since we want to say that all our communications are true, it is difficult to suggest in court that, for example, we are not a dominant player in the market when we publish literature that says we are

•

Use “attorney-client privilege” or “solicitor-client privilege” in written communication where appropriate. This is a rule of law in most jurisdictions that recognizes the sanctity of communications made between a lawyer and his/her client. If you are involved in written communications with ICQ Talent’s lawyer with regard to a sensitive or possibly litigious matter, you should contact him/her to ensure you understand how to create and preserve such a “privilege” before writing to him/her

•

Use a “confidential” notice on any document that contains confidential information. This helps preserve the confidential nature and often avoids the document in question from being part of the public record if it is required to be produced at trial. It is also necessary to establish Trade Secret Law protection

15. PRIVACY

Many countries have privacy laws that govern the appropriate collection and use of personal information which is any information relating to an identifiable individual, including a physical or email address, government identification number or payment card information.

All ICQ Talent Employees, contractors, suppliers and alliance partners have a responsibility to comply with privacy and security requirements of ICQ Talent, it Employees and of ICQ Talent customers.

16. PUBLIC COMMUNICATIONS

Only authorized ICQ Talent Employees may make any public statements on behalf of ICQ Talent, whether to the media or other external forums such as the Internet, including social media applications and websites. If you are contacted by a reporter or the public on a topic for which you have not received authorization to speak on behalf of ICQ Talent, refer the inquiry to the Director of Communications or to the General Counsel.

17. LEGAL PROCEEDINGS

The General Counsel must be immediately notified of any investigation or other legal proceedings in which the Company becomes or might become involved. This policy also covers situations where an Employee becomes involved as a third-party (for example, as a witness) if the matter concerns the Employee’s duties for the Company. While it is Company policy and practice to co-operate with all government investigations, no information, whether oral or written, or records or files of any nature, should be furnished to any outside party in connection with a lawsuit or government investigation except upon prior approval of the Chief Executive Officer

In addition, Employees should never, under any circumstances:

•

Destroy or alter any documents in anticipation of a request for those documents from any government agency or a court or in connection with any pending or threatened litigation or court proceeding

•

Lie or make any misleading statements to any government investigator or in connection with any legal proceeding

•

Attempt to cause any other Company Employee to provide false information or to fail to provide information to any government investigator or in connection with any legal proceeding

18. COMPLIANCE WITH LAWS

18.1 General

In many jurisdictions where ICQ Talent does business, laws may exist which impact how a company in one country does business in other countries. Examples of such laws would include international boycotts/trade embargoes, export controls and foreign corrupt practices acts. When doing cross border transactions, you are advised to first check with Senior Management of the Company.

18.2 Immigration Laws

All countries strictly regulate the entry of citizens of other countries and the right of persons from other countries to work there. Managers considering hiring aliens should be aware of local requirements, including the need for visas and other documentation. Questions concerning this area are handled through ICQ Talent’s Human Resources department or the Regional CEO.

18.3 Import and Export Compliance

Most countries in which we do business have laws governing imports and exports, including restrictions or prohibitions on physical and electronic transmission of software and technology to certain foreign locations, persons and entities. Violations of such regulations, even if small, could result in significant fines, lost export privileges, denial of export licenses, penalties and customs delays.

18.4 Other Laws

There are many other laws that apply to ICQ Talent in each country in which it does business. It is the responsibility of the Regional CEO of the respective jurisdiction to be familiar with laws applicable to its operation and to ensure compliance with same. Where required, ICQ Talent may be able to obtain legal guidance relating to specific issues.

For Foreign Corrupt Practices, see Ethical Business Practices above.

We expect our suppliers and alliance partners to comply with all applicable laws and regulations and ICQ Talent’s Code of Business Conduct. Independent contracts, consultants, suppliers, alliance partners and others who conduct business with ICQ Talent risk termination of their relationship with ICQ Talent for violations of this Code.

19. ENVIRONMENT, HEALTH AND SAFETY

19.1 General

ICQ Talent is committed to conducting its business activities in compliance with all environmental, health and safety laws and regulations of all countries and localities where we do business.

ICQ Talent is committed to providing a safe workplace for Employees, customers, vendors, contractors and others on ICQ Talent property.

20. WORKPLACE ENVIRONMENT

20.1 General

ICQ Talent is committed to conducting its business activities in compliance with all environmental, health and safety laws and regulations of all countries and localities where we do business.

20.1.1 Equal Employment Opportunities and Discrimination

ICQ Talent values diversity in our workforce, as well as in our customers, suppliers and others. We provide equal employment opportunity for all applicants and Employees and do not discriminate on the basis of race, colour, religion, sex, national origin, ancestry, age, disability, material status, gender, gender expression, sexual orientation or any other characteristic protected by local law.

20.1.2 Fit For Work

All Employees are required to be fit for work when attending work, whether or not at a ICQ Talent site, and whether or not during normal working hours. Fit for work means the Employee can functions effectively and safely without impairment by drugs and/or alcohol.

20.1.3 Anti-Harassment

ICQ Talent prohibits any form of harassment by Employees, co-workers, managers and executives. Harassment on the following basis is prohibited: age, race, colour, national original, ancestry, citizenship, disability, religion, sex, sexual orientation, marital status, family status, or financial status. Such action is viewed as extremely serious misconduct and will result in disciplinary action up to and including termination. Harassment is considered to have taken place if a person knows or out to reasonably know that their behaviour is unwelcome.

Behaviour which can constitute harassment includes but is not limited to the following:

•

Physical or verbal abuse

•

Derogatory or inappropriate jokes or teasing

•

Insults or taunting or slurs

•

Inappropriate physical contact

•

Suggestive looks (leering or staring) or suggestive gestures

•

Display or circulation of any inappropriate written materials

•

Display or circulation of pornographic or sexually explicit pictures

•

Sexually oriented comments about an

•

Employee’s body Unwelcome or unsolicited sexual advances

•

A sexual solicitation or advance or a threat for rejection of a sexual solicitation or advance, used as a condition of employment or affecting any decisions on hiring, promotion, transfer, performance, appraisal, training and compensation

20.2 Workplace

The workplace is not confined to the offices of ICQ Talent. It also includes hotels, restaurants, vehicles, conferences, training/education facilities, customer facilities and any other location where Employees in the course of business are working, visiting, training or travelling.

Harassment which occurs outside the workplace as defined above, but which may adversely affect Employee relationships may also be defined as workplace harassment.

20.3 Responsibility

It is the responsibility of all Managers to provide a workplace free from harassment. Upon becoming aware that harassment is occurring, the Manager must take immediate corrective action by consulting with the local Human Resources department.

It is the responsibility of all Managers to ensure Employees are educated about harassment, that they fully understand the definition; and that they would be able to recognize behaviour that constitutes harassment.

It is the responsibility of all Employees to ensure prohibited activities do not occur. Workplace harassment is unpleasant and intimidating; it is essential that all Employees take the necessary steps to stop harassment.

Employees who witness harassment, or who become aware that an individual is being harassed, have a responsibility to report the incident immediately to his/her Manager and the local Human Resources department. The Employee should do so without concern or fear of reprisal against them.

The Vice President, Human Resources is the harassment officer for the Company. Employees who would like to discuss what constitutes harassment and how to deal with it should contact the local Human Resources department directly.

21. COMPLAINT PROCEDURES

Employees who believe that they are being harassed in the workplace are encouraged to:

•

If possible, make it known to the harasser that the behaviour is offensive and unwelcome

•

Contact the local Human Resources department to report the incident and for assistance in filing a complaint

•

The Human Resources department receiving the complaint will notify the Vice President, Human Resources, who, in turn, will be responsible for the investigation

21.1 Investigation

The nature of the investigation will vary depending on the particulars of the allegation. During the course of the investigation, the Vice President, Human Resources for the Company will take whatever steps are

deemed appropriate, which may include the involvement of legal counsel and/or law enforcement officers. All investigations will involve obtaining full detailed information from the individual raising the allegation, from the alleged harasser and any witnesses. To the extent possible, the investigation will be conducted in a timely manner.

21.2 Resolution

After the investigation is completed, the complainant and the alleged harasser will be advised of the decision. If it is determined that an allegation of harassment against an Employee is valid, appropriate corrective action will be taken.

Corrective action may include any one or more of the following:

•

A formal apology

•

Employee counselling

•

Written warning

•

Transfer

•

Demotion

•

Change of reporting line

•

Suspension

•

Termination

•

Legal action

21.3 Retaliation

Retaliation in any form against a person involved in a good faith complaint, or in an investigation of a complaint, is itself a violation of this policy and may result in disciplinary action up to and including termination. Employees who believe they have experienced retaliation for reporting possible violations should contact a local representative in Human Resources or Legal.

21.4 Unfounded Complaint

Where a complaint is found to be vexatious or made in bad faith, disciplinary action will be taken, up to and including termination.

22. ICQ TALENT’S CODE OF BUSINESS CONDUCT

This Code serves as our guide for conducting business with integrity. It is not an employment contract and confers no rights relating to employment. These policies are those of the Company and not of any particular department. The Code is not a complete list of the Company’s guidelines. You are expected to know and comply with all Company guidelines related to your job.

The publishing and updating of these policies is the responsibility of the General Counsel who may amend these policies from time to time as appropriate, except the Workplace Harassment Policy, which is under the control of applicable Human Resources department.