DNL OmniMedia Inc. Code of Conduct

DNL OmniMedia Inc. is referred to in this Code of Conduct as “we”, “us”, “our”, or “DNL”.

This code of conduct applies to all DNL employees, officers, and directors, as well as all business transactions that we make.

Respect for Our Employees

We believe that our strength lies in our employees. We strive to provide a work environment that is safe, secure and healthy where all employees contribute to DNL's success, while reaching their full potential. We endeavor to treat our employees fairly and honestly and abide by all applicable employment laws and regulations.

We provide a workplace that is free from any form of discrimination or harassment, including sexual harassment. We seek to create a work environment where people feel comfortable and respected, regardless of individual differences, talents or personal characteristics. Employee performance is judged fairly and based on their overall contribution to our results. We treat others with respect and fairness within an atmosphere of open communication.

We respect employee privacy and will only acquire and retain employee personal information that is required for operation of the DNL’s business or required by law.

Clients, Suppliers, Partners and Competitors

In order to perpetuate free enterprise, we abide by laws that prohibit the restraint of free trade, predatory activities and unfair, deceptive or unethical business practices.

In all of our business dealings with clients, suppliers, partners and competitors, we will:

• Avoid any unfair or deceptive practices and always represent our services and products in an honest and forthright manner
• Treat all clients, suppliers and partners honestly, fairly and objectively
• Select suppliers based on merit and have them compete fairly for our business
• Compete with integrity
• Comply with all competition laws which prohibit agreements or understandings to fix prices or other sales terms with competitors, coordinate bids or divide sales territories, customers or product lines, which are generally illegal in the United States.

Intellectual Property Rights

Protecting Intellectual Property Rights (IPRs) of clients, suppliers, partners, competitors and all entities that we do business with is of utmost importance to DNL. We are cognizant of the legal implications related to IPRs and therefore, we strive to acquire, protect, and utilize such rights, taking measures to safeguard our own rights, while respecting the intellectual property of other companies.

Expressly, we:

• Implement strict data protection measures, including initiatives to prevent unintended leaks
• Create a culture that values and protects intangible assets (IPRs)
• Take an uncompromising stance on infringement of IPRs

Business Gifts and Entertainment

We will never give or offer, directly or indirectly, anything of value to a third party, including a government official, political party or candidate, to manipulate that person’s business decision or gain an unfair advantage.

Gifts or entertainment given to or received from clients, suppliers or partners must never influence, or appear to influence, business decisions. There must be a legitimate business purpose for any business gift or entertainment, it must be in good taste and it must be consistent with the law, with the giver’s and receiver’s policies. When business gifts and entertainment are permitted, they must be nominal in value and frequency. Client, supplier and partner meals and entertainment must be reasonable in cost and frequency.

Environment

DNL is committed to being an environmentally responsible corporate citizen. We are committed to minimizing the impact of our business on the environment with socially responsible methods. We follow applicable environmental laws and regulations within the United States.

Confidential Information

While engaged in DNL business, employees may receive or learn of confidential, competitively sensitive or proprietary information that has not been disclosed to the public. If this information were to be disclosed, it might be of use to competitors or harmful to DNL, our suppliers or clients.

Employees have a duty to protect the confidential information of DNL and all of our business partners. Employees may not disclose confidential information to anyone outside DNL, even to members of their own family, unless there is a clear business need to do so, the party receiving the information has signed a confidentiality agreement committing to maintain the information’s confidentiality.

Accounts and Recordkeeping

DNL observes the most stringent standards in the keeping of our financial records and accounts. Our books and records must reflect all components of transactions, as well as our own standard of insisting upon an honest and forthright presentation of the facts. On a monthly basis, hourly reports to clients are audited to ensure validity; if an anomaly is found and will change the end result, the client will be notified.

It is the responsibility of each employee to uphold these standards. Appropriate records must be kept of all transactions. Information must not be falsified or concealed under any circumstance, and an employee whose activities cause false financial reporting will be subject to disciplinary action, including termination.

Protection and Proper Use of Company Assets

DNL’s technological resources, including computers, e-mail, voicemail and Internet access, are to be used to for business purposes. It is generally not DNL’s intent to monitor Internet access or messages on the voicemail and e-mail systems. However, DNL reserves the right to do so in appropriate circumstances, consistent with applicable laws and regulations. Employees who have access to DNL’s information systems, are responsible for taking the necessary precautions to prohibit unauthorized access to the system. Passwords and other means of entry must be safeguarded. Employees must not reproduce software assets licensed to DNL, use illegally obtained software or distribute the original software media or unauthorized copies of software.

Reporting Potential Violations of the Code of Conduct

DNL expects its employees, contractors, agents, clients and suppliers to promptly report any conduct or situation that she/he believes conflicts with this Code or violates a local, state or federal law to their manager. DNL is committed to reviewing any report made in good faith in a prompt manner and taking corrective action when appropriate. Every employee involved is required to fully cooperate with any inquiry that results from any reported conduct or situation.

DNL is also committed to protecting the rights of those individuals who report these issues to DNL. Any DNL employee who is found to have engaged in retaliation against any employee who has exercised his/her rights under this Code or under applicable law will be subject to appropriate disciplinary action. In addition, those individuals who violate applicable law may also be subject to civil and criminal penalties.

Responsibility for Compliance

All employees are expected to display responsible and ethical behavior, to follow consistently both the meaning and intent of this Code and to act with integrity on a daily basis. Managers and leaders are expected to ensure that our business processes and practices reinforce the Code, to serve as positive role models by establishing and adhering to high ethical standards, and to create an ethical culture by encouraging and rewarding actions that are consistent with the code.

This code cannot provide definitive answers to all questions. For that, we must rely on each person’s judgment and integrity. Employees are encouraged to seek guidance when a situation may be ambiguous. Your manger will respond to questions and issues of interpretation about this Code.