Partner Code of Conduct

Last updated October 26, 2023

At Tremor International, Ltd. (“Tremor”), we expect the highest standards of ethical business conduct from our officers, employees, and directors and set forth these expectations in our Code of Ethics and Conduct (“CEC”). We also expect our partners, suppliers, distributors, vendors, business associates, and third-party representatives (“Partners”) to acknowledge, agree, and abide by our CEC. This Partner Code of Conduct (“Code”) sets forth Tremor’s expectation that its Partners uphold the highest standards of ethics and comply with all applicable laws and regulations. These expectations should complement each Partner’s own policies, applicable legal requirements, and the terms of any agreements that a Partner may have with Tremor.

Failure to comply with this Code could result in termination of the business relationship.

I. Compliance with Applicable Governmental Laws, Rules, and Regulations

Tremor expects its Partners to fully comply with the laws, rules and regulations of the countries in which they operate, particularly those laws related to Partners’ performance of duties for Tremor.

II. Anti-Corruption Compliance & Business Expenses

Tremor prohibits bribes, kickbacks, or other improper or illegal payments of anything of value from being directly or indirectly offered, given, authorized, promised, solicited, or accepted in any way related to Tremor, whether it involves public officials (including officers or employees of governments or state-owned entities) or private parties.

Tremor prohibits bribery to influence a public official, to obtain or retain business from any party, or to secure an unfair business advantage.

Tremor also prohibits Partners from making facilitation payments, or small, unofficial payments to public officials to expedite routine, non-discretionary government decisions (even if permissible under local law).

All business expenses provided by Partners related to Tremor’s business – including gifts (whether money or any other thing of value), hospitality, entertainment, events, travel, or accommodation – must comply with any agreements with Tremor; have a legitimate business purpose; be reasonable and modest in value and frequency; comply with local law; and be accurately recorded. Tremor prohibits the provision of cash gifts.

III. Export, Customs, Trade Control, and Anti-Money Laundering

Tremor expects its Partners to comply with all applicable export, customs, and trade control laws and regulations, including economic and trade sanctions laws, antiboycott laws, and any related licensing requirements.

Tremor also expects its Partners to comply with all applicable anti-money laundering laws and regulations.

IV. Conflicts of Interest & Corporate Opportunities

Partners must avoid actual or potential conflicts of interest involving Tremor – i.e., instances where the Partner’s personal interests (including interests of the Partner itself or the Partner’s employees, officers, or directors) interfere or appear to interfere with Tremor’s interests.

Partners are prohibited from directly or indirectly (a) taking personally for themselves opportunities that are discovered through the use of Tremor property, information or positions; (b) using Tremor property, information or positions for personal gain; or (c) competing with Tremor for business opportunities.

Any actual or potential conflicts of interest must be promptly reported to Tremor.

V. Insider Trading

Partners may not trade or advise others to trade Tremor securities while in possession of “material nonpublic information” about Tremor. Information is material if it could reasonably be expected to affect the judgment of investors regarding whether or not to buy, sell, or hold the securities in question .

Tremor also prohibits Partners from “tipping” others (e.g., family or friends) regarding material nonpublic information about Tremor.

VI. Antitrust, Competition, and Fair Dealing

Tremor expects its Partners to comply with applicable antitrust and competition laws designed to promote fair and open competition, particularly as it relates to Tremor.

Partners must not directly or indirectly enter into any formal or informal agreement with competitors that fixes or controls prices, divides or allocates markets, limits the production or sale of products, boycotts certain suppliers or customers, eliminates competition or otherwise unreasonably restrains trade.

Partners must deal fairly with Tremor’s customers, service providers, suppliers, competitors and employees.

We expect our Partners to act in good faith and with due care and diligence. Partners may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

VII. Record Management and Recording Transactions

Partners are expected to ensure that all financial books, records and accounts related to their relationship with Tremor accurately reflect transactions and events. Partners shall maintain books, records, and supporting documentation related to their work with Tremor.

Partners must not falsify documents, transactions, or accounting records related to Tremor.

VIII. Confidential Information

We expect our Partners to safeguard and protect Tremor’s confidential information, as well as the confidential information of Tremor’s customers, suppliers, shareholders, Tremor employees, or other third parties.

Confidential information should be interpreted broadly to include all non-public information relating to Tremor or other companies that would be harmful to the relevant company (or useful to competitors) if disclosed. This could include trade secrets, source code, object code, patents, copyrights, trademarks, business plans, engineering ideas, databases, customer lists and any other information disclosed to a Partner related to its Tremor work.

Tremor prohibits Partners from misusing proprietary information or trade secret information that was obtained without the owner’s consent; or from using confidential information for personal gain.

IX. Data Privacy

Partners must comply with all applicable laws and regulations regarding the protection of personal information or other sensitive or protected information, and assist Tremor in complying with its own obligations in this regard.

X. Respect, Human Rights, Employee Relations and Non-Discrimination

Tremor expects its Partners to comply with all applicable human rights laws prohibiting child, forced, indentured, or involuntary labor.

Tremor expects its Partners to treat others with dignity and respect. We do not tolerate unlawful harassment by our Vendors, including verbal, physical, or sexual harassment.

Tremor is committed to providing equal opportunities in employment, development, and advancement for all qualified persons and we expect our Partners to share that commitment. Tremor does not tolerate illegal discrimination by its Partners.

XI. Environment, Safety, and Health

Tremor expects its Partners to operate in a manner protective of human health, safety, and the environment, especially as it relates to Partners’ work with Tremor.

Tremor expects its Partners to comply with both the letter and the spirit of applicable health, safety and environmental laws and regulations.

XII. Use and Protection of Tremor Corporate Assets

If provided with Tremor assets (such as technology, software, proprietary information, or physical assets), Partners are expected to protect these assets and ensure their efficient use for legitimate business purposes.