HeroDevs Code of Business Conduct & Ethics

Introduction

The purpose of this Code of Business Conduct & Ethics ("Code of Conduct") is to set out HeroDevs, Inc. ("HeroDevs") commitment to maintaining the highest standards with respect to compliance with legal and ethical business conduct. As such, this Code of Conduct shall be applicable to all HeroDevs employees, directors, officers, board members and contractors (collectively referred to as "Team Members"). This Code of Conduct is adopted and valid as of May 30, 2024 ("Code of Conduct Effective Date'').

Commitment

HeroDevs seeks to run and execute a business with the highest professional and ethical standards. HeroDevs is committed to operating all activities within the spirit and letter of all applicable laws, rules and regulations affecting its businesses and Team Members. Team Members must exercise the highest level of integrity, ethics, and objectivity in their actions and relationships which may affect HeroDevs or others. Team Members must not misuse their authority or influence of their positions in these relationships. Moreover, all Team Members have the duty to act in the best interest of the HeroDevs at all times.

Conflicts of Interests

HeroDevs has no wish to interfere in any Team Members' external activities, however, HeroDevs has the following policies with respect to prohibiting conflicts of interest.

Holding a Significant Interest in Suppliers, Customers, or Competitors

HeroDev's requires that Team Members (and their immediate family, namely, spouses and family living in the same household) not have any ownership interests in, or own property with, any of the HeroDev's vendors, suppliers, contractors, agencies, customers, or competitors (or their office employees) unless, as determined at HeroDevs sole discretion, such ownership interest(s) do not conflict with the Team Member's obligations to HeroDevs. These restrictions do not apply to ownership of stock of a public entity.

Outside Work

HeroDevs requires that Team Members not work for, or conduct any outside business with a competitor unless, (i) disclosed prior to any such work being carried out, and (ii) approved, in writing, by HeroDevs.

In order to determine whether a Team Member's investments or activities create a conflict (at HeroDev's sole discretion), each Team Member is required to provide written notice to HeroDevs of such external businesses and ownership interests in the software support & development industry, as well as any changes during the time in which the Team Member is engaged by HeroDevs.

Conduct with Customers and Vendors – Gifts and Gratuities

To ensure the highest level of objectivity in dealing with the HeroDev's vendors, suppliers, contractors and agencies, and to avoid the appearance of impropriety, Team Members and their immediate family are not permitted to accept personal benefits, solicited or unsolicited, of any kind. This includes gifts, free services, discounts, loans, lavish entertainment, or other special favors. Infrequent gifts valuing not more than $100 may be accepted when they have not been solicited and are not being made in return for a special consideration or decision.

Use of Company Funds

Team Members may not use corporate assets or funds for any unlawful or improper purpose. HeroDevs does not authorize and will not condone any payment by any Team Member that is in the nature of a bribe, kickback, or disclosed commission or a commission in excess of these required in ordinary course of business to a third party for obtaining any business or otherwise bestowing a special favor on HeroDevs or Team Members.

With respect to company funds, gifts or payments may not be offered or given to foreign officials, political parties, or candidates without express written review and approval by HeroDevs leadership. While certain nominal payments or gifts to administrative personnel, who do not exercise discretionary authority, may be customary, any such payments or gifts must be disclosed to senior management in advance to ensure that they are appropriate. Records of any such payment or gift must also be maintained.

Suppliers, subcontractors, vendors, and clients are prohibited from the same (as set forth above), and Team Members must report any knowledge of any of the above to senior management immediately upon becoming aware.

Labor

HeroDevs, its Team Members, subcontractors, vendors, suppliers, and clients may not engage in any general violation of human rights including forced labor or child labor, and all policies must adhere to the highest ethical standards of voluntary work.

All Team Members must be paid greater than any applicable minimum wages.

Whistleblowing

In keeping with the policy of maintaining the highest standards of conduct and ethics, HeroDevs will investigate complaints of suspected fraudulent or dishonest use or misuse of its resources or property. HeroDevs will also investigate complaints concerning its programs and services. All Team Members are encouraged to report suspected fraudulent or dishonest conduct or problems with services provided, pursuant to the procedures set forth.

Reporting

A Team Member's concern(s) about possible fraudulent or dishonest use or misuse of resources or property or program operation should be reported to Human Resources. If, for any reason, a person finds it difficult to report his or her concerns to such person, s/he may report the concerns directly to the President and/or Chief Operating Officer ("Designated Contacts"). To facilitate reporting of suspected violations where the reporter wishes to remain anonymous, a written statement may be submitted to the Designated Contacts.

Investigation

All relevant matters, including suspected but unproved matters, will be promptly reviewed and analyzed, with documentation of the receipt, retention, investigation, and treatment of the complaint. Appropriate corrective action will be taken, if necessary, and findings may be communicated to the reporting person and his or her supervisor, if appropriate. Investigations may be conducted by independent persons such as auditors and/or attorneys. Investigators will endeavor to maintain appropriate confidentiality, but confidentiality is not guaranteed.

No Retaliation

No person who in good faith reports suspected fraudulent or dishonest use or misuse of its resources or property or complaints concerning the services it provides shall suffer harassment, retaliation, or adverse employment, or other consequence. A Team Member who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.