Code of Conduct

This Code of Conduct applies to all employees, officers, managers, contractors, consultants and other individuals working for or representing Quamly Corp. (“Employees”).

The purpose of this Code is to set clear expectations for lawful, ethical and professional conduct in Quamly’s business activities.

1. Employee Responsibilities

Employees are required to:

• comply with applicable laws, this Code and Company policies;
• act honestly, professionally and responsibly;
• protect Company assets, information and reputation;
• make decisions in the Company’s best interests;
• seek guidance when a matter is unclear;
• report suspected misconduct in good faith.

Managers must support ethical conduct, respond appropriately to concerns and avoid encouraging shortcuts that conflict with this Code.

2. Integrity in Business

Employees must conduct business fairly and transparently.

Fraud, deception, manipulation, misrepresentation, misuse of information or improper pressure must not be used to obtain business, influence partners or achieve performance goals.

3. Anti-Bribery and Anti-Corruption

Employees must not offer, promise, authorize, give, request or accept bribes, kickbacks or improper benefits.

This rule applies to interactions with government officials, private companies, clients, vendors, partners, intermediaries and any other third parties.

Improper benefits may include money, gifts, hospitality, travel, entertainment, donations, job opportunities, discounts or personal favors.

Employees must report suspected bribery, corruption or improper requests connected with Company business.

4. Gifts and Hospitality

Employees may give or accept gifts or hospitality only when they are lawful, modest, infrequent, transparent and not intended to influence a decision.

Employees must not give or accept:

• cash or cash equivalents;
• gifts requested as a condition for business;
• benefits during sensitive negotiations where they may appear improper;
• hospitality involving government officials without required approval;
• anything prohibited by law, Company policy or the recipient’s rules;
• anything that may damage the Company’s reputation if disclosed.

5. Conflicts of Interest

Employees must avoid actual, potential and perceived conflicts of interest.

A conflict may arise when personal, family, financial or outside business interests could affect professional judgment.

Employees must disclose conflicts involving:

• ownership or financial interests in competitors, clients, vendors or partners;
• outside employment, advisory roles or directorships;
• hiring or supervision of relatives or close personal contacts;
• personal use of Company opportunities or information;
• relationships that may affect objectivity.

Employees must not proceed with a conflicted matter until guidance is provided.

6. Confidential Information

Employees must protect confidential and proprietary information.

Confidential information includes non-public information about clients, partners, payment workflows, advertiser relationships, marketing strategies, campaign materials, financial data, pricing, systems, reports, internal processes, personal data, intellectual property and business plans.

Employees may use confidential information only for legitimate Company purposes and may share it only with persons who have a business need to know.

Sensitive matters must not be discussed in public places, unsecured channels or with unauthorized persons.

7. Privacy and Data Protection

Employees must handle personal data lawfully, carefully and only for approved business purposes.

Employees must collect only necessary data, protect it from unauthorized access, respect privacy rights and report suspected data incidents promptly.

Personal data must not be accessed, copied, shared or retained without a legitimate business reason.

8. Company Assets and Intellectual Property

Employees must use Company assets responsibly and for authorized purposes.

Company assets include devices, accounts, systems, documents, data, software, branding, trademarks, content, work product and intellectual property.

Employees must not misuse Company systems, access data without authorization, remove Company materials improperly, use Company branding without approval or infringe third-party intellectual property.

9. Contracting Authority and Side Arrangements

Employees must not make commitments, guarantees, discounts, side agreements or changes to contractual terms unless properly authorized.

All agreements and material business commitments must follow the Company’s approval process.

10. Sanctions, Trade and Restricted Business

Employees must comply with applicable sanctions, export control, trade and anti-boycott laws.

Employees must not knowingly involve the Company in prohibited dealings with sanctioned persons, restricted territories or unlawful transactions.

Higher-risk jurisdictions, unusual parties, restricted activities or unclear payment arrangements must be escalated for review.

11. AML/CFT and Financial Integrity

Employees must help prevent money laundering, terrorist financing, fraud, tax evasion and other financial crime.

Employees should be alert to forged documents, unusual payment structures, unrelated third-party payments, suspicious counterparties or transactions without a clear business purpose.

Company records, invoices, reports and expense information must be accurate and complete.

12. Fair Competition and Marketing

Employees must comply with competition and antitrust laws.

Employees must not agree with competitors to fix prices, allocate customers, divide markets, restrict capacity, coordinate hiring terms or exchange sensitive competitive information unlawfully.

Marketing and sales communications must be accurate, substantiated and not misleading.

13. Responsible Use of AI

Employees may use AI tools only in a responsible and approved manner.

Employees must not enter confidential information, personal data, client materials or proprietary content into AI tools unless the tool and use case have been approved.

AI outputs must be reviewed for accuracy, bias, confidentiality, intellectual property risk and suitability before business use.

14. Respectful Workplace

Employees must treat colleagues, clients, partners and other business contacts with respect.

Discrimination, harassment, bullying, intimidation, retaliation, forced labor, child labor and human trafficking are not tolerated.

Harassment may be verbal, physical, visual, written or online and includes offensive jokes, threats, insults, unwanted attention or conduct that creates a hostile environment.

15. Health, Safety and Well-Being

Employees must follow applicable health and safety requirements and report unsafe conditions, hazards, incidents or workplace injuries.

Employees must not work while impaired by illegal drugs, controlled substances or alcohol where this affects safety, performance or judgment.

16. Environmental Responsibility

Employees should use Company resources responsibly, reduce waste where practical and follow applicable environmental requirements.

17. Reporting Concerns

Employees must report suspected misconduct, legal violations, policy breaches or risks through a manager, HR, Compliance, Legal or another appropriate channel.

The Company does not tolerate retaliation against anyone who raises a concern in good faith or cooperates with a review.

Knowingly false or malicious reports may result in disciplinary action.

18. Consequences

Violation of this Code may lead to training, corrective measures, disciplinary action, termination of employment or cooperation, reporting to authorities or legal proceedings.