Code of Conduct

Our Expert Code of Conduct forms the basis for establishing trust that our experts engage with us and our clients in an ethical and legally compliant manner.  In providing expert services to Synquery, you agree to follow this Code of Conduct for each engagement and must tell Synquery (at support@synquery.ai) immediately if you believe that you have violated any part of this Code of Conduct, or if you believe that you would likely violate any part of this Code of Conduct by participating in, or continuing to participate in, an engagement. 

Who can be an Expert in Synquery’s Network?

People who have unique knowledge of subject matters are welcome to join Synquery’s network; however, you cannot participate in Synquery’s network if you:

·       are prohibited by your current employer from participating in any outside work or consulting;

·       are a government employee that has authority or oversight on any government spending decisions;

·       are an employee of a company that: (1) is the current target or current bidder in a tender offer, or (2) has filed to issue an initial public offering but such initial public offering has yet to issue;

·       have been convicted of, plead guilty to, or are currently charged with, any criminal offense involving dishonesty, deception, or moral turpitude;

·       have been subject to any order, judgment, ruling, or investigation of any governmental regulatory body such as the United States Securities Commission, the Financial Conduct Authority, or the Financial Industry Regulatory Authority;

·       are listed by any government as a person with whom interactions are prohibited, such as OFAC’s list of Specially Designated Nationals;

·       are, or have been, an employee of an entity that is: (1) wholly or partially owned by a Russian entity, or (2) any state-owned enterprise of the People’s Republic of China;

·       you reside in, or will you render services related to a Synquery engagement  from, the Russian Federation, China, Hong Kong, Macau, or Taiwan; or

·       are a citizen of any country with whom the United States of America has prohibited its citizens from conducting business.

You may not participate as an expert in Synquery’s network if any of the above-listed conditions apply to you now or in the future. 

Expert’s Expected Conduct

You will provide services as an individual and not as an agent for, or a representative of, any other person, group, company or other entity.  Synquery expects you to:

·       always act professionally, respectfully, and lawfully; 

·       accurately represent your background and experience and not misstate your qualifications or current or previous employment or experience;

·       never disclose any confidential, proprietary, or trade-secret information for any reason, even in the unlikely event that such is requested by a Synquery client; 

·       not record or transcribe any sessions with Synquery or any of its clients;

·       not provide (i) investment, legal, medical, tax, or accounting advice; (ii) recommendations to buy/sell any security or product; or (iii) valuation opinions intended to be relied upon;

·       present your own thoughts and ideas and not use AI or other machine learning technology to provide answers or work product to Synquery or its clients;

·       not engage in any discriminatory, harassing, or hostile acts or speech in your interactions with Synquery or its clients and their respective representatives;

·       not disclose any of information about a Synquery client, including the client’s identity, to any third party;

·       not trade on or disclose any material, non-public information that you may learn through an engagement with Synquery or any of its clients;

·       not disclose any material, non-public information to Synquery or any of its clients;

·       comply with all applicable ethics or similar codes of conduct applicable to your profession (if any) and participate only to the extent permitted by law and those applicable ethics rules or codes;

·       not directly contact any Synquery client unless Synquery consents or you can demonstrate that you had a relationship with such client prior to introduction by Synquery; and

·       during your engagement with Synquery and for 12 months thereafter, not, directly or indirectly, solicit or accept engagements from any Synquery client introduced through Synquery unless Synquery consents in writing. This does not restrict any of your pre-existing client relationships that you can demonstrate existed prior to introduction by Synquery.

Conduct Related to Specific Engagements

You must decline any specific engagement:

·       that would cause you to breach any obligation or duty you have to another party, including without limitation, any duty or obligation to current or prior employers by operation of law or through the terms of a non-compete, non-solicitation, non-disclosure, current or prior employment agreement, or similar policy or agreement;

·       if the subject matter of the engagement is a company for which you currently serve as an employee, officer, director, board member, or other similar position;

·       if the subject matter of the engagement is a direct competitor of a company for which you are a current employee, officer, director, board member, or other similar position

·       if the subject matter of the engagement is a company for which you previously worked in a finance, accounting or similar capacity and it has been less than 6 months since your service to that company has ended;

·       if you are a government employee and the engagement involves matters in areas regulated by the government agency or department for which you work;

·       that relates to any legislation, regulation, or policy for which you are in a position to influence, vote upon, or provide guidance/recommendations;

·       that would otherwise pose a conflict of interest;

·       that would cause you to violate, or contribute to violating, any law, rule or regulation, including without limitation, any anti-bribery, anti-corruption, or trade compliance laws;

·       that would cause you to offer or accept improper payments or gifts;

·       if you are a lawyer or former lawyer and the engagement involves a former or current client of you or your firm;

·       if you are an auditor or former auditor, and the engagement involves an organization that you or your employer audit or previously audited within the last three (3) years; or

·       if you are a medical professional, and the engagement could result in your disclosure or discussion of clinical trial results, patient experience information, or other nonpublic information regarding nonpublic trials.

Clients may have additional rules of conduct or assurances that they require and Synquery will notify you of those before you accept any engagement with such client.  If you cannot accept those additional requirements or make those additional assurances, please let Synquery know immediately at support@synquery.ai and do not accept that engagement. 

YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY ENGAGEMENT THAT WOULD RESULT IN VIOLATING ANY OF THIS CODE OF CONDUCT OR YOUR SYNQUERY EXPERT AGREEMENT.  YOU HAVE NO OBLIGATION TO ACCEPT OR CONTINUE ANY ENGAGEMENT AND DECLINING ANY ENGAGEMENT WILL NOT AFFECT OR IMPACT YOUR ABILITY TO BE OFFERED OTHER POTENTIAL ENGAGEMENTS.  When you accept an engagement, you are automatically confirming and certifying to Synquery and its applicable client that all of the conditions and prerequisites allowing your participation in that engagement are present or satisfied and that no condition exists that would prevent you from undertaking that engagement.  

In the rare instances that this Code of Conduct is violated, Synquery may remove you from specific engagements and you may lose the ability to continue as an expert in the Synquery network.

This Code of Conduct does not govern all aspects of the relationship between you and Synquery and you should refer to the terms of your Synquery Expert Agreement for the terms governing your relationship with Synquery.  Nothing in this Code of Conduct is intended to modify, supersede or amend any terms of the Synquery Expert Agreement and if any of the terms of this Code of Conduct conflict with the terms of the Synquery Expert Agreement, the terms of the Synquery Expert Agreement shall control.