Zarv
Legal & Compliance

Anti-Corruption Policy

Last updated: March 10, 2026

1. Policy Statement and Commitment

Zarv Technologies LLC is unequivocally committed to conducting business with the highest standards of ethics, integrity, and transparency. We maintain a zero-tolerance policy for bribery, corruption, fraud, and any form of unethical conduct in all business operations, regardless of geography, industry sector, or competitive pressure. This Anti-Corruption Policy embodies our commitment to compliance with all applicable anti-corruption laws and regulations and establishes clear standards of conduct for all Zarv Personnel. Integrity is a core value at Zarv and non-negotiable in how we operate.

2. Scope and Applicability

This Policy applies globally to: (a) All Zarv employees, officers, and directors, regardless of location or level; (b) All contractors, consultants, temporary workers, and interns engaged by Zarv; (c) All agents, intermediaries, resellers, distributors, and business partners acting on behalf of Zarv; (d) All subsidiaries, affiliates, and joint ventures controlled by or affiliated with Zarv. This Policy applies to all business activities, including sales, procurement, government relations, partnerships, M&A, donations, and sponsorships. Where local laws impose stricter standards, those stricter standards shall apply. Ignorance of the law or this Policy is not a defense.

4. Key Definitions

For purposes of this Policy: (a) 'Bribery' means offering, promising, giving, accepting, or soliciting anything of value (money, gifts, favors, entertainment, employment, or other benefits) to improperly influence an official act, business decision, or to obtain an improper advantage. (b) 'Public Official' means: any officer, employee, or representative of any government, government agency, regulatory body, or state-owned entity; candidates for political office; political party officials; public international organization officials; persons acting in official capacity. This includes employees of state-owned enterprises such as state banks, telecommunications, utilities, and healthcare. (c) 'Anything of Value' includes not only cash but also: gifts, meals, entertainment, travel, accommodation, charitable donations, political contributions, employment offers, business opportunities, discounts, and any other tangible or intangible benefit. (d) 'Facilitation Payment' means small payments to low-level officials to expedite routine governmental actions. While some jurisdictions permit facilitation payments in limited circumstances, Zarv prohibits them entirely. (e) 'Third Party' means any individual or entity acting on behalf of Zarv, including agents, consultants, distributors, resellers, lobbyists, joint venture partners, and intermediaries.

5. Prohibited Conduct

Zarv Personnel are strictly prohibited from: (a) Bribery of Public Officials: Offering, promising, or giving anything of value to public officials to influence official acts, induce use of influence, secure improper advantage, or obtain/retain business. (b) Commercial Bribery: Offering anything of value to private company employees to improperly influence business decisions or obtain unfair competitive advantages. (c) Receiving Bribes: Accepting or soliciting anything of value in exchange for improperly influencing Zarv's business decisions or showing favoritism. (d) Facilitation Payments: Making any facilitation payment to any public official, no matter how small. If demanded, refuse politely and escalate to Chief Compliance Officer immediately. (e) Using Third Parties to Circumvent Policy: Engaging intermediaries to make payments Zarv Personnel are prohibited from providing directly. (f) Falsifying Records: Recording false, misleading, or incomplete information to conceal improper payments. All transactions must be accurately recorded. (g) Undocumented Cash: Providing cash payments without proper documentation and authorization. Cash gifts to individuals are strictly prohibited. (h) Quid Pro Quo Arrangements: Any arrangement where value is provided with expectation that recipient will take or refrain from action in return.

6. Gifts, Hospitality, and Entertainment

Modest and reasonable gifts, meals, and entertainment may be provided or received only if they meet ALL requirements: (a) Legitimate Business Purpose: Clear business purpose such as relationship building, marketing, or product demonstration. (b) Reasonable: Individual gifts should not exceed USD $100 in value; cumulative gifts to same person should not exceed USD $300 per year. Hospitality must be reasonable, not lavish. (c) Transparent: Must be accurately recorded in expense reporting with full details. (d) Infrequent: Should not create sense of obligation or appear to influence decisions. (e) Not Cash: Cash gifts, gift cards, loans, stock options prohibited in all circumstances. (f) Compliant with Recipient's Policies: Verify that providing/accepting does not violate recipient's policies. (g) No Quid Pro Quo: Must not be conditioned on recipient taking/refraining from action. (h) Public Officials Require Approval: Any gift/hospitality to public officials requires pre-approval from Chief Compliance Officer regardless of value. Red flags: requests to conceal from employers, unusually expensive gifts, gifts timed around contract awards, gifts to decision-makers' family members.

7. Political Contributions and Charitable Donations

Political Contributions: Zarv does not make corporate political contributions to candidates, parties, or campaigns. This includes direct contributions, in-kind contributions (facilities, services, personnel), and indirect contributions through third parties. Personnel may make personal contributions using own funds but: must not represent as on behalf of Zarv; must not seek reimbursement; must ensure no conflicts of interest; must comply with campaign finance laws. Corporate contributions require advance written approval from CEO and Chief Compliance Officer. Charitable Donations: Zarv supports legitimate charitable organizations but donations must not be used to gain improper business advantages. All charitable donations must: be to legitimate, verified organizations (not to individuals or entities controlled by officials/decision-makers); have documented charitable purpose aligned with CSR objectives; be transparent and properly recorded; receive advance approval from CFO (over USD $5,000) and Chief Compliance Officer (if connected to officials/partners); not be in cash; not be timed with contract negotiations/regulatory decisions; not be directed to organizations affiliated with public officials without enhanced due diligence. Personnel who receive donation requests from partners/officials must escalate to Compliance before proceeding.

8. Third-Party Due Diligence and Management

Zarv recognizes third parties create significant corruption risks. Zarv conducts risk-based due diligence on all third parties before engaging and monitors throughout relationship. Risk Assessment: All proposed relationships (agents, consultants, resellers, distributors, lobbyists, JV partners) undergo corruption risk assessment based on: country corruption risk level, interaction with government officials, nature of services (regulatory approvals, licenses, government contracts), compensation structure (commission-based, success fees), reputation. Due Diligence Procedures: (a) Standard (lower-risk): Public records search, sanctions screening (OFAC, UN, EU), PEP screening, adverse media search, business registration verification, references. (b) Enhanced (higher-risk): In-depth background investigation, financial analysis, ownership structure verification, interview, site visit, detailed anti-corruption questionnaire, subcontractor review. All third parties must complete Zarv's Anti-Corruption Certification. Contracts must include: anti-corruption representations/warranties, compliance covenant, audit rights, immediate termination rights for violations, flow-down obligations to subcontractors. Ongoing Monitoring: Periodic re-screening against sanctions/adverse media, invoice review for red flags, periodic audits of higher-risk third parties. Red Flags: Unusual payment requests (offshore accounts, cash, third-party beneficiaries), excessive commissions, reluctance to provide due diligence info, family/business relationships with officials, poor reputation, unusual expense reimbursements, shell companies.

9. Payments to Third Parties: Controls and Approval

All payments to third parties must be: (a) Supported by Documentation: Invoices, contracts, receipts, documentation of services rendered. (b) Accurately Recorded: Complete recording with clear descriptions of services and business purpose. (c) Made to Proper Party: Payments to contracting party in country where services provided, not to offshore accounts/shell companies unless documented legitimate reason approved by CFO. (d) Reasonable: Compensation must be commensurate with services and market rates. Excessive compensation may indicate disguised bribes. (e) Approved: Higher-risk third party payments require approval from business unit leader and Chief Compliance Officer. Large/unusual payments require CFO approval. (f) Not in Cash: Payments via traceable methods (wire transfer, check, electronic payment). Cash prohibited except small, documented, approved expenses. (g) No Advance Payments Without Justification: Advance payments/retainers require detailed justification and approval. Zarv reserves right to withhold payment if red flags identified or inadequate documentation.

10. Mergers, Acquisitions, and Investments

Zarv conducts anti-corruption due diligence on all M&A targets before completing transactions, including: (a) reviewing target's anti-corruption policies, procedures, and training; (b) investigating history of corruption allegations/investigations/violations; (c) assessing corruption risks (government contracts, high-risk countries, reliance on agents); (d) reviewing relationships with government officials and PEPs; (e) examining books/records for red flags (unusual payments, offshore accounts, inadequate documentation). If corruption issues identified, Zarv will: require remediation as closing condition; adjust transaction pricing for corruption risk; establish post-acquisition integration plans to bring target into compliance with Zarv's standards; or decline transaction if risks unacceptable. Post-acquisition, Zarv integrates acquired entities into compliance program, including training, policy adoption, and system integration.

11. Government Relations and Public Officials

Interactions with government officials require heightened caution. Zarv Personnel who interact with officials must: (a) Be Transparent: Clearly and accurately represent Zarv's positions, capabilities, intentions. No misleading or false statements. (b) Document Interactions: Maintain written records of substantive meetings including participants, topics, commitments. (c) Avoid Improper Influence: Do not offer/provide anything of value to influence official acts, regulatory decisions, or enforcement actions. (d) Obtain Approval for Hospitality: Any meals/entertainment/travel to officials requires advance Chief Compliance Officer approval with documented business purpose and compliance with gift/ethics rules. (e) Caution with Hiring: Do not offer employment to current officials or family members to influence official acts. Hiring former officials requires Compliance review for post-employment restrictions and conflicts. (f) Comply with Lobbying Laws: Lobbying must comply with all registration, reporting, disclosure requirements. Engage registered lobbyists where required. (g) Respond Appropriately to Requests: If official requests payment/favor that may violate anti-corruption laws, politely decline and immediately report to Chief Compliance Officer. Cooperate fully with legitimate government inspections, audits, inquiries. Do not offer payments to avoid/delay/favorably resolve inspections. Do not destroy/conceal documents. Contact Legal Department immediately if government initiates investigation/enforcement action.

12. Books, Records, and Internal Controls

Accurate books and records are essential to preventing and detecting corruption. Many anti-corruption laws, including FCPA, specifically require accurate books/records and adequate internal accounting controls. Zarv Personnel must: (a) Record Accurately and Completely: All transactions recorded accurately, completely, in reasonable detail with proper documentation of business purpose and parties. (b) Prohibit Off-Book Accounts: Secret or unrecorded accounts, funds, or assets strictly prohibited. (c) Prohibit False Entries: Never create false invoices, misdescribe payments (e.g., recording bribe as 'consulting fees'), or falsify records. (d) Maintain Supporting Documentation: Retain contracts, invoices, receipts, approvals, supporting documentation. (e) Implement Controls: Zarv maintains internal accounting controls to provide reasonable assurance that: transactions executed with management authorization; transactions recorded for financial statements and accountability; asset access permitted only with authorization; recorded assets compared with existing assets at reasonable intervals and discrepancies investigated. (f) Report Control Weaknesses: If aware of weaknesses that could facilitate corruption, report to CFO and Chief Compliance Officer. Managers responsible for ensuring teams comply with financial controls and accurately record transactions.

13. Red Flags and Warning Signs

Zarv Personnel must be alert to red flags indicating potential corruption risks and escalate to Compliance. Common red flags: (a) Third-Party Red Flags: Unusual payment requests (offshore accounts, cash, third-party beneficiaries, round-sum invoices without detail); excessive commissions/fees; reluctance to provide due diligence info; family/personal relationships with officials; requests for side letters/undocumented agreements; unusual expense reimbursements without receipts; shell companies/nominees/opaque ownership; poor reputation/adverse media; last-minute addition to transaction. (b) Transaction Red Flags: High-risk country; involves government entity or requires government approval; large upfront fees or success-based bonuses; unusually fast/slow payment terms; payment to different country than where services provided; vague contract terms. (c) Government Official Red Flags: Official requests specific vendor/consultant; official requests donation to specific charity or sponsorship; official requests employment for family member; unusually close personal relationship between employee and official; gifts/entertainment around contract award/regulatory decision timing. (d) Internal Red Flags: Employee resists compliance processes; maintains unusually close relationships with vendors/officials; lifestyle inconsistent with compensation; bypasses approval processes or falsifies records; discourages questions or review. If you observe red flags, do not proceed without escalating to Compliance. Red flags don't always indicate wrongdoing but require additional scrutiny, due diligence, and potentially enhanced controls/approvals.

14. Reporting Violations and Non-Retaliation

Duty to Report: All Zarv Personnel must promptly report: (a) actual or suspected Policy violations, anti-corruption law violations, or Code of Conduct violations; (b) requests/demands for bribes, kickbacks, or improper payments; (c) pressure to falsify records or circumvent controls; (d) red flags or suspicious conduct indicating corruption risks. Reporting Channels: (a) Direct Manager or Business Unit Leader; (b) Chief Compliance Officer: compliance@zarv.com; (c) Legal Department: legal@zarv.com; (d) Anonymous Reporting Hotline: confidential, third-party operated, available 24/7 (details on intranet/handbook); (e) Online Reporting Portal: secure web-based form on compliance page. Reports can be made anonymously where permitted by law. Zarv investigates all reports promptly, thoroughly, confidentially. Non-Retaliation Policy: Zarv strictly prohibits retaliation against anyone who: reports suspected violations in good faith; participates in investigation; refuses to violate Policy/laws even if requested by supervisor. Retaliation includes termination, demotion, harassment, threats, negative reviews, any adverse action. Employees who retaliate subject to disciplinary action up to termination. If you experience retaliation, immediately contact Chief Compliance Officer or CEO. Good Faith Reporting: Reports must be made in good faith based on reasonable belief. Good faith doesn't require correctness but requires honesty. Knowingly making false accusations is itself a violation subject to disciplinary action.

15. Investigations and Disciplinary Actions

Investigation Process: When potential violation reported/identified, Zarv conducts prompt, thorough, impartial investigation led by Compliance, Legal, or external counsel. Investigations may include: interviews, document/communication review, forensic accounting, external investigators, cooperation with law enforcement if criminal conduct suspected. Personnel expected to cooperate fully: provide truthful complete information; make documents/communications available; participate in interviews; maintain investigation confidentiality. Failure to cooperate or providing false/misleading information is itself a violation subject to disciplinary action. Disciplinary Actions: Violations result in disciplinary action depending on severity: (a) written warning and mandatory retraining; (b) suspension without pay; (c) demotion or reassignment; (d) reduction in compensation or forfeiture of bonus; (e) termination of employment/contract; (f) referral to law enforcement for criminal prosecution; (g) civil action to recover damages. Actions apply to: individuals who violate Policy; managers who direct/approve violations; managers who fail to adequately supervise; individuals who fail to report known/suspected violations; individuals who retaliate against reporters. Remedial Actions: In addition to disciplinary action, Zarv may implement enhanced training, improved controls, policy updates, or business relationship restructuring.

16. Training and Communication

General Training: All employees receive anti-corruption training: (a) Upon Hiring: New employees complete training before beginning work involving external relationships, government interactions, or financial authority. (b) Annual Refresher: All employees complete annual refresher to reinforce principles, update on law/policy changes, review case studies and lessons learned. (c) Content: Covers applicable laws, this Policy, red flags, case studies of violations/consequences, reporting obligations, guidance resources. Role-Based Training: Higher-risk roles receive enhanced, role-specific training: (a) Sales/Business Development: Customer interactions, gifts/hospitality, engaging third parties. (b) Government Relations/Regulatory Affairs: Interacting with officials, lobbying compliance. (c) Procurement/Vendor Management: Third-party due diligence, contract compliance, payment controls. (d) Finance/Accounting: Accurate record-keeping, identifying transaction red flags, internal controls. (e) Managers/Executives: Supervisory responsibilities, setting tone at top, escalation protocols. Third-Party Training: Zarv provides anti-corruption guidance/training to higher-risk third parties to ensure they understand obligations and Zarv's expectations. Certification: Higher-risk role employees and all managers certify annually that they have: completed training; read and understand Policy; complied with Policy; disclosed any potential violations or conflicts. Communication: Regular communication via: company-wide announcements, compliance newsletters, intranet resources, case studies (anonymized), law/policy change updates, compliance excellence recognition.

17. Governance, Oversight, and Accountability

Board of Directors Oversight: Board has ultimate oversight responsibility for compliance program. Board, through Audit Committee, receives periodic reports on program effectiveness, significant compliance issues, investigation outcomes. CEO and Executive Leadership: Responsible for setting 'tone at top' by demonstrating commitment to ethical conduct and compliance, allocating adequate resources to compliance program, holding managers accountable for compliance within their areas, modeling ethical behavior. Chief Compliance Officer: Responsible for: (a) overseeing Policy and compliance program implementation/administration; (b) conducting/overseeing risk assessments, due diligence, monitoring; (c) developing/delivering training programs; (d) managing reporting hotline and investigating complaints; (e) advising business on compliance matters; (f) reporting to executive leadership and Board on program effectiveness; (g) updating Policy based on legal changes, business developments, lessons learned. Chief Compliance Officer has direct access to CEO and Board and authority to escalate issues without interference. Managers' Responsibilities: All managers responsible for: (a) ensuring teams understand and comply with Policy; (b) creating environment where employees feel comfortable raising concerns; (c) monitoring for red flags and compliance risks within their areas; (d) escalating compliance concerns promptly; (e) ensuring compliance considered in business decisions, not treated as obstacle; (f) participating in compliance training and setting example. Managers who fail these responsibilities may be subject to disciplinary action.

18. Monitoring, Auditing, and Continuous Improvement

Zarv continuously monitors and tests compliance program effectiveness through: Risk Assessment: Annual corruption risk assessments to identify high-risk business areas, geographies, relationships, with compliance resources allocated accordingly. Monitoring Activities: Periodic review of transactions, payments, third-party relationships for compliance; automated payment/invoice screening for red flags; gifts/hospitality reporting analysis for trends/anomalies; compliance training completion tracking; employee certification review. Internal Audits: Internal Audit function periodically audits Policy compliance and anti-corruption controls, including: testing third-party due diligence processes; reviewing payment controls/documentation; assessing gifts/hospitality compliance; evaluating training effectiveness; testing reporting mechanisms. Findings reported to Chief Compliance Officer, CFO, Audit Committee, with management developing/implementing corrective action plans. External Audits: External auditors assess internal controls adequacy over financial reporting, including controls to prevent/detect improper payments. Metrics and Reporting: Zarv tracks key compliance metrics: number/nature of compliance reports/hotline calls; investigation outcomes and disciplinary actions; training completion rates; third-party due diligence completion rates; significant compliance risks identified. Metrics reported regularly to executive leadership and Board to assess program effectiveness. Continuous Improvement: Zarv continuously improves compliance program based on: internal audit findings; external audit recommendations; regulatory developments and enforcement trends; industry best practices; lessons learned from investigations/compliance issues; employee feedback. Chief Compliance Officer reviews and updates Policy at least annually and as needed.

19. Certification and Acknowledgment

All Zarv employees must certify upon hiring and annually that they: (a) have received, read, and understood this Anti-Corruption Policy; (b) have completed required anti-corruption training; (c) agree to comply with this Policy and applicable anti-corruption laws; (d) are not aware of any violations that have not been reported; (e) do not have any conflicts of interest or relationships that could create corruption risks that have not been disclosed. Higher-risk role employees (sales, business development, government relations, finance, procurement, management) may be required to complete enhanced certifications with additional disclosures. Failure to complete certification or providing false information is a violation subject to disciplinary action.

20. Questions and Guidance

Anti-corruption laws are complex and application to specific situations is not always clear. Zarv Personnel encouraged to seek guidance before taking action when faced with potential compliance issues or gray areas. Do not assume something is permissible without checking. Resources for Guidance: (a) Chief Compliance Officer: compliance@zarv.com - Primary resource for anti-corruption compliance questions; (b) Legal Department: legal@zarv.com - Legal interpretation and advice; (c) Direct Manager: Business unit-specific practices and escalation; (d) Compliance Intranet: Resources, FAQs, case studies, guidance documents on Zarv's internal compliance portal; (e) Training Materials: Reference training materials and policy documents. When seeking guidance, provide full context and all relevant facts. Compliance team is here to help navigate complex issues and find compliant solutions. In urgent situations where guidance cannot be obtained before action must be taken, err on side of caution and compliance. Better to miss business opportunity than violate anti-corruption laws.

21. Contact Information

For questions, guidance, or to report suspected violations: Chief Compliance Officer: compliance@zarv.com. Legal Department (Compliance Matters): legal@zarv.com. Anonymous Reporting Hotline: Available 24/7 in multiple languages (hotline number and online portal details available on Zarv intranet and employee handbook). Confidential Web Portal: Available 24/7 for reporting. Postal Address (Confidential Compliance Matters): Zarv Technologies LLC, Attn: Chief Compliance Officer - Confidential, São Paulo, SP, Brazil. All reports treated confidentially to the extent possible and investigated thoroughly. Zarv prohibits retaliation against anyone who reports concerns in good faith.

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