ANTI-BRIBERY AND CORRUPTION POLICY

Last updated on 4 June 2019

1. INTRODUCTION

PayPlaySoft Limited, a company registrated in Cyprus (hereinafter referred to as the “Company”), is committed to conducting its business ethically and in compliance with all applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act (UKBA), Criminal Code of Cyprus and similar laws in other jurisdictions that prohibit improper payments to obtain any business advantage.

PayPlaySoft Limited wishes to conduct all of its business in an honest and ethical manner. PayPlaySoft Limited does not tolerant bribery and corruption and is committed to acting professionally, fairly and with integrity in all our business dealings and relationships.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. Any non-employee who breaches this policy may have their contract terminated with immediate effect. Furthermore, an employee breaching this policy may face criminal prosecution.

This document describes Policy prohibiting bribery and other improper payments in the conduct of Company’s business operations and/or activities and employee responsibilities for ensuring implementation of the Policy.

2. POLICY OVERVIEW

PayPlaySoft Limited strictly prohibits bribery, corruption or other improper payments in any of its business operations. This prohibition applies to all business activities, anywhere in the world, whether involving government officials or other commercial enterprises. A bribe or other improper payment to secure a business advantage is never acceptable and can expose individuals and PayPlaySoft Limited to possible criminal prosecution, reputational harm or other serious consequences.

Bribe means a financial or other inducement or reward for action, which is illegal, unethical, a breach of trust or improper in any way. Bribes can take the form of money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or any other advantage or benefit that is intended to influence a decision or action.

Bribery includes offering, promising, giving, accepting or seeking a bribe.

Corruption means any form of abuse of power for business and/or personal gain and may include, but is not limited to, Bribery.

This Policy applies to everyone at PayPlaySoft Limited, including all officers, employees and agents or other intermediaries acting on Company’s behalf. Each officer and employee of Company has a personal responsibility and obligation to conduct Company’s business activities ethically and in compliance with all applicable laws based on the countries wherein conducts business.

Failure to do so may result in disciplinary action, up to and including dismissal. Improper payments prohibited by this policy include bribes, kickbacks, excessive gifts or entertainment, or any other payment made or offered to obtain an undue business advantage.

These payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and other legitimate activities directly related to the conduct of Company’s business.

The prohibition on bribery and other improper payments applies to all business activities, but is particularly important when dealing with government officials.The U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act (UKBA), Criminal Code of Cyprus and similar laws in other countries strictly prohibit improper payments to gain a business advantage and impose severe penalties for violations. The following summary is intended to provide personnel engaged in international activities a basic familiarity with applicable rules so that inadvertent violations can be avoided and potential issues recognized in time to be properly addressed.

3. COMMON QUESTIONS ABOUT ANTI-BRIBERY LAWS

The FCPA, UKBA, Criminal Code of Cyprus and other anti-bribery laws make it unlawful to bribe any (including foreign) official to gain an “improper business advantage.” An improper business advantage may involve efforts to obtain or retain business, as in the awarding of a government contract, but also can involve regulatory actions such as licensing or approvals.

Examples of prohibited regulatory bribery include paying an official to ignore an applicable customs requirement. A violation can occur even if an improper payment is only offered or promised and not actually made, it is made but fails to achieve the desired result, or the result benefits someone other than the giver (for example, directing business to a third party).

Also, it does not matter that the official may have suggested or demanded the bribe, or that a company feels that it is already entitled to the government action.

An “Official” can be essentially anyone who exercises governmental authority. This includes any officer or employee of a government department or agency, whether in the executive, legislative or judicial branch of government, and whether at the national, state or local level. Officials and employees of government-owned or controlled enterprises also are covered, as are private citizens who act in an official governmental capacity.

However, in some instances, individuals may not consider themselves officials or be treated as such by their own governments but nevertheless exercise authority that would make them an “official” for purposes of anti-bribery laws.

The FCPA, UKBA, Criminal Code of Cyprus and other anti-bribery laws prohibit offering, promising or giving “anything of value” to an official to gain an improper business advantage. In addition to cash payments, “anything of value” may include:

Other less obvious items provided to an official can also violate anti-bribery laws. Examples include in-kind contributions, investment opportunities, stock options or positions in joint ventures, and favorable or steered subcontracts. The prohibition applies whether an item would benefit the official directly or another person, such as a family member, friend or business associate.

Under the law, PayPlaySoft Limited and individual officials or employees may be held liable for improper payments by an agent or other intermediary if there is actual knowledge or reason to know that a bribe will be paid. Willful ignorance – which includes not making reasonable inquiry when there are suspicious circumstances – is not a defense, and it also does not matter whether the intermediary is itself subject to anti-bribery laws. All employees therefore must be alert to potential “red flags” in transactions with third parties.

4. RECORD-KEEPING

PayPlaySoft Limited and its affiliates must keep accurate books and records that reflect transactions and asset dispositions in reasonable detail, supported by a proper system of internal accounting controls. These requirements are implemented through PayPlaySoft Limited’s standard accounting rules and procedures, which all personnel are required to follow without exception. Special care must be exercised when transactions may involve payments to officials.

Off-the-books accounts should never be used. Facilitation or other payments to officials should be promptly reported and properly recorded, with respect to purpose, amount and other relevant factors. Requests for false invoices or payment of expenses that are unusual, excessive or inadequately described must be rejected and promptly reported. Misleading, incomplete or false entries in Company’s books and records are never acceptable.

5. REPORTING

PayPlaySoft Limited has established detailed standards and procedures for the selection, appointment and monitoring of agents, consultants and other third parties. These standards and procedures must be followed in all cases, with particular attention to “red flags” that may indicate possible legal or ethical violations.

Due diligence ordinarily will include appropriate reference and background checks, written contract provisions that confirm a business partner’s responsibilities, and appropriate monitoring controls. Personnel working with agents and other third parties should pay particular attention to unusual or suspicious circumstances that may indicate possible legal or ethics concerns, commonly referred to as “red flags.”

The presence of “red flags” in a relationship or transaction requires greater scrutiny and implementation of safeguards to prevent and detect improper conduct. Appointment of an agent or other third party ordinarily requires prior approval by an appropriate senior manager, description of the nature and scope of services provided in a written contract, and appropriate contractual safeguards against potential violations of law.

This Policy imposes on all personnel specific responsibilities and obligations that will be enforced through standard disciplinary measures and properly reflected in personnel evaluations.

All officers, employees and agents are responsible for understanding and complying with the Policy, as it relates to their jobs. Every employee has an obligation to:

Any employee who has reason to believe that a violation of this Policy has occurred, or may occur, must promptly report this information to his or her supervisor or the next level of supervision.

6. LIABILITY

Retaliation in any form against an employee who has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Employees who violate this Policy will be subject to disciplinary action, up to and including dismissal. Violations can also result in prosecution by law enforcement authorities and serious criminal and civil penalties.