Anti-Kickback, Bribery and Corruption Policy

WideOrbit LLC (“WideOrbit”) commits to complying with all laws applicable to the company and its business operations, including those related to anti-kickback, bribery and corruption. WideOrbit requires that same commitment from its customers, vendors, contractors, consultants, integration co-parties, agents and others with whom WideOrbit does business (together with WideOrbit, each a “party” and, collectively, the “parties”).

Each party hereby represents, warrants, and agrees that it and its representatives, its affiliates, and any approved consultants or agents accessing the applicable product(s) and/or system(s) and/or otherwise performing services on its behalf will comply with this Anti-Kickback, Bribery & Corruption Policy (this “Policy”) and:

will not act in any way which could be considered detrimental to the business or reputation of the other party;
will comply with all applicable laws including but not limited to those relating to bribery and corruption, the prevention of fraud, racketeering, money laundering, terrorism, and modern slavery and its own anti-bribery and corruption and modern slavery policies (the “Regulatory Requirements”);
will not establish or maintain any unrecorded fund or asset for any purpose, or make any false or artificial entries on any of its books or records for any reason;
will not, in connection with the conduct of its business activities, agree to give, receive, request, offer, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment, contribution, gift, reimbursement, or other transfer or solicitation, of anything of value regardless of monetary value (e.g., cash or cash equivalents, in-kind service, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly: (1) to any individual including Government Officials (defined below); (2) to an intermediary for payment to any individual including Government Officials; or (3) to any political party for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful, illegal or improper means;
will not make facilitation payments or “grease payments” to anyone (including specifically a Government Official) in a position of authority to expedite routine non-discretionary government or lawful actions (e.g., processing permits, visas and licenses, scheduling inspections, clearing customs, etc.);
will create and maintain throughout the term of any agreement between the parties, procedures to ensure compliance with the Regulatory Requirements and will enforce them where appropriate;
will make it clear to its representatives and agents, that it does not accept or condone the payment of bribes on its behalf or the use of modern slavery;
will ensure that payments under any agreement between the parties are made by credit card, wire transfer or other traceable instrument to the applicable party’s bank account (as identified in writing by that party);
will promptly notify the other party of any allegation of fraud, bribery or corrupt or unlawful practices made against it in court, arbitration or administrative proceedings, or any investigation is commenced in respect of such allegations; at any time during the term of the parties agreement;
will notify the other party of any changes in its status relevant to this Policy;
will cooperate in any investigation of any potential violations of applicable laws and the obligations set out in this Policy;
will comply with requests for disclosure of information, including answering questionnaires and audit inquiries, to enable both parties to ensure compliance with the obligations set out in this Policy;
will comply with all economic, trade and financial sanctions laws, regulations, embargoes or restrictive measures administered (“Sanctions”), as well as all trade control laws and regulations (“Trade Control Laws”) enacted or enforced by the governments of the United Kingdom, European Union, United States of America, Canada, and any other relevant country, and not knowingly do anything which may cause the other party or members of its Group (as defined below) to breach Sanctions;
The parties represent and warrant that neither it nor any of its affiliates, representatives and any approved consultants or agents accessing the applicable product(s) and/or system(s) and/or otherwise performing services on its behalf is a Government Official or has a relationship to a Government Official who would be in a position to influence a decision in favor of that party; and
If a party determines that the other party has been engaging in any breaches of this Policy, it will notify the other party accordingly and require that other party to take prompt necessary remedial action and to inform it about such action. The parties agree that failure to comply with this Policy will constitute a material breach of their agreement. The non-breaching party may, at its sole discretion, either suspend or terminate any agreement with immediate force and effect.

For purposes of this Policy, the term:

“Government Official” includes any (i) officer or employee of all levels of government, department, agency, or instrumentality of a government (government-controlled enterprise) or a person acting on behalf of the foregoing persons; (ii) officer or employee of a public international organization; (iii) political party or party official; (iv) candidate for political office; or (v) other person acting in an official capacity.
“Group” means a group of companies that are owned or controlled by, or under common Control, or affiliates with a party.
“Control” means:
- when applied to the relationship between a person and a corporation, the beneficial ownership by the person, at the relevant time, of shares of the corporation carrying either: (i) more than 50% of the voting rights ordinarily exercisable at meetings of shareholders of the corporation; or (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of the corporation sufficient in fact to elect a majority of the directors of the corporation or the appointment of a person as the manager of a corporation with authority to manage the business and affairs of the corporation;
- when applied to the relationship between a person and a partnership (other than a limited partnership), limited liability company, joint venture, the beneficial ownership by the person, at the relevant time, of more than 50% of the ownership interests of the partnership, limited liability company or joint venture in circumstances where it can reasonably be expected that the person directs the affairs of the partnership, limited liability company or joint venture; and
- when applied to the relationship between a person and a limited partnership, Control by general partner of the limited partnership.