Shop Main Street Online Guidelines and Code of Conduct for Third Party Contractors & Vendors (Tech/Data)
I. You will conduct yourself in a professional manner.
- Mindful Communications
II. You will comply with the law.
- Insider Trading
- Anti-corruption and Anti-bribery
- Intellectual Property
- Shop Main Street Online Property
III. You will safeguard confidential and proprietary information.
- Confidential Information
- Member Account Information
- Use of Company Communication and IT Systems
- External Communications
- Social Media
- Records Retention
- Email Retention & Deletion
- Instant Messages Retention & Deletion
- Litigation Holds
- Your Work Product
I. You will conduct yourself in a professional manner.
We expect anyone providing services to Shop Main Street Online to communicate with all Shop Main Street Online staff, business partners, independent contractors, vendors, and visitors in a way that promotes mutual respect, accountability, open-mindedness, and productivity.
Shop Main Street Online strives to maintain an environment that is positive, open, and respectful to everyone with whom we do business, and we expect the same of you. Harassment is prohibited in any form. In particular, Shop Main Street Online will not tolerate harassment based on gender (including based on pregnancy, childbirth, or related medical conditions), gender identity, sexual orientation, race, color, religion, marital status, national origin, ancestry, genetic information, age, physical or mental disability, veteran status, or any characteristic as protected by applicable law.
Harassment includes but is not limited to the following examples of offensive conduct:
- Verbal comments related to an individual’s age, race, gender, color, religion, national origin, disability, or sexual orientation;
- Unwelcome sexual flirtations, advances, or propositions;
- Explicit or degrading verbal comments about another individual or his/her appearance;
- The display of sexually suggestive pictures or objects in any workplace location including electronic transmission or display;
- Any sexually offensive or abusive physical conduct such as assault, unwanted touching, or blocking normal movement;
- The taking of or the refusal to take any personnel action based on an individual’s submission to or rejection of sexual overtures;
- Telling jokes or displaying cartoons that relate to an individual’s age, race, gender, color, religion, national origin, disability, or sexual orientation.
- Visual conduct such as derogatory posters, photographs, cartoons, drawings, or gestures;
- Communications containing statements that may be offensive to individuals in a particular protected group, such as racial or ethnic stereotypes or caricatures;
- Retaliation for making or threatening to make harassment reports, or for participating in an investigation into harassment allegations.
You are prohibited from harassing others. If you believe that you have observed harassment in relation to your engagement with Shop Main Street Online, it is your obligation to report it immediately to your supervisor and us.
Shop Main Street Online has zero tolerance for violent acts or threats of violence. You are expected to conduct yourself in a non-threatening, non-abusive manner at all times. No direct, conditional, or veiled threats of harm, acts of violence, or intimidation of others will be tolerated. If you are subject to or witnesses a violation of this policy, you should immediately report the violation to your supervisor and us.
You may not use, possess, manufacture, sell, or otherwise distribute any illegal drugs or drug paraphernalia on Shop Main Street Online property, at an Shop Main Street Online sponsored event or activity, or at any other location where you are performing services for Shop Main Street Online. Shop Main Street Online follows state and federal (or national) law for the determination of whether substances are lawful or not.
Shop Main Street Online forbids the possession of firearms, including any type of weapon, firearm, explosive, or ammunition, on Shop Main Street Online property. Anyone in possession of a weapon will be asked to leave the premises immediately. Anyone who witnesses or suspects another individual of being in possession of a firearm on Shop Main Street Online property should alert the police as appropriate.
Smoking (including e-cigarettes) in Company offices and facilities is prohibited.
II. You will comply with the law.
Insider trading laws are complex and violations can carry serious consequences. If you own or are considering purchasing Shop Main Street Online stock, be aware that:
- You may only trade (buy or sell) when you do not have any material non-public information about Shop Main Street Online.
- You cannot share or “tip” material non-public information about Shop Main Street Online or another company to anyone who isn’t authorized to be in the know.
- You cannot trade in the securities of any other company while you have material non-public information about that company.
This applies to you, your immediate family members who share your household, and anyone who is your economic dependent. Immediate family members include: your kids, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, domestic partners, siblings, mothers-in- law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law, and adoptive relationships.
This applies to all transactions involving Shop Main Street Online securities, including exercises of stock options and purchases, sales and other transfers of Shop Main Street Online common stock, warrants, preferred stock, debt securities (such as bonds and notes) and other securities. It also includes derivative securities such as put or call options, hedging transactions, short sales and other similar types of arrangements.
Every transaction counts—there are no exceptions from insider trading laws based on the size or dollar amount of the transaction or your personal circumstances or hardships.
Even if you are no longer providing services to Shop Main Street Online, you may not trade Shop Main Street Online stock until you no longer possess material, non-public information.
In general, information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy or sell stock or if it is likely to affect the price of stock if disclosed.
It’s not possible to define all types of information that might be considered “material.” However, examples often include:
- Financial results and projections or forecasts of future financial results;
- Significant corporate events, such as mergers, joint ventures, acquisitions or dispositions;
- Significant product introductions, modifications, or pricing changes;
- Developments involving significant business relationships, including new or modified agreements with vendors or other business partners;
- Restatements of financial results, or material impairments, write-offs or restructurings;
- Significant financial obligations, or financial liquidity problems;
- Changes in senior management or major lay-offs;
- Stock splits, dividends, recapitalizations, stock repurchase programs;
- New equity or debt offerings; and
- Significant litigation or other legal or regulatory developments (actual or threatened).
Information is considered non-public if it has not been broadly disseminated to the public by a press release, SEC filing, pre-announced webcast or other form of public communication. It’s not enough a few people outside of Shop Main Street Online know the information—the information needs to reach investors generally and the stock market needs time to react. As a general rule, you should consider information to be non-public until at least one full trading day after it has been broadly and publicly shared; however, it could be a longer period of time.
As a practical matter, this means that confidential information about Shop Main Street Online that could reasonably be expected to affect the price of Shop Main Street Online’s stock (positively or negatively) is likely to be material.
You cannot disclose material non-public information about Shop Main Street Online to anyone who is not authorized to be in the know. This could be considered “tipping,” which is illegal and involves someone with material non-public information sharing that information with someone who then uses it to trade.
You also can’t make recommendations or express opinions about trading in Shop Main Street Online stock or any other company’s stock on the basis of material non-public information.
To be clear, this rule covers disclosures (even anonymous disclosures) via the Internet, blogs, forums, chat rooms, social media or the like, as well as verbal disclosures.
You are responsible for reading, understanding and complying with all relevant laws and helping your immediate family members and others listed above comply too.
Please report potential violations by any of the following methods:
- Discussing the situation with your supervisor; or
- Contact Shop Main Street Online’s legal team; or
- You may report your concern on our Contact Us page.
The potential penalties for insider trading violations can include large civil and criminal fines and even jail time. Regulatory agencies such as the U.S. Securities and Exchange Commission use sophisticated electronic surveillance techniques to investigate and detect insider trading, and pursue insider trading violations vigorously.
Anti-corruption and Anti-bribery
We expect you to comply with all local and international anti-corruption and anti-bribery laws. Among these laws are the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and other international laws regulating bribery. Acceptance, offer, payment or authorization, whether directly or via a third party, of anything of value in order to obtain an improper advantage, whether or not any such advantage is actually obtained, is prohibited.
In short, no one providing services to Shop Main Street Online or acting on Shop Main Street Online’s behalf may offer, give or receive a bribe under any circumstances. A bribe does not have to be a cash payment – a bribe can be a gift, charitable or political contribution, travel, job offer, a nice meal, tickets to a concert or sporting event, or anything else of value.
Definitions and Concepts Explained “You may not offer”
Under the law, it does not matter whether you make the offer yourself or make the offer indirectly, for example by authorizing another person to make the offer. An “offer” can include a promise of a payment (or something of value) or an actual payment (or delivery of something of value). It also does not matter whether an “offer” is accepted or not.
“Anything of any value” Anything of “value” is an extremely broad concept. It includes money (or anything that can be used as money, such as gift cards), but can also be anything else—tangible or intangible—that someone might consider valuable, such as a gift, entertainment, a charitable or political contribution, travel, accommodations, a job offer, or a stock tip.
Important note: There is no minimum threshold under the FCPA, so items of “any value” can be sufficient to trigger a violation.
“Any government official”
“Government official” is also defined very broadly under the law. It can include anyone (an employee, contractor, official, lawyer, agent, or even a family member of any of those people) acting on behalf of a government entity or a business controlled by a government. This can include, for example, a reporter working for a state-owned television station or a manager at a state-owned hotel. If you have any doubt as to whether a person is a government official for purposes of the FCPA, you should assume that s/he is one.
To be a bribe, the payment or offer must include an attempt to influence a decision by a government official, or to induce an official to use his or her influence to affect a decision by someone else, to receive an “improper advantage.” An “improper advantage” could include, for example, reducing taxes or duties, “looking the other way” at minor code or rule violations, or any form of preferential treatment.
You must abide by all laws protecting the intellectual property of Shop Main Street Online and of others, including laws protecting copyrights, trademarks, trade secrets and patents. You may not use Shop Main Street Online’s trademarks or other intellectual property except as required by your role and as authorized by Shop Main Street Online.
Open Source Software
Shop Main Street Online has a history of contributing to and use of open source software. To protect Shop Main Street Online, you may not import open source software without clearing it through Shop Main Street Online’s third party software review process. In addition, you may not import open source software with any license other than MIT, BSD, or Apache 2 without Shop Main Street Online’s express consent. Finally, you may not contribute to open source projects using your Shop Main Street Online owned work without Shop Main Street Online’s express consent. If you wish to contribute to open source software as part of your role, please consult with your primary Shop Main Street Online contact on the appropriate process.
Shop Main Street Online Property
In an effort to ensure a safe environment and to deter theft and protect anyone working at Shop Main Street Online from unfair accusations of theft, Shop Main Street Online reserves the right to conduct searches of its facilities, including individual workspaces and lockers. You agree to cooperate and to permit Shop Main Street Online to question you and to inspect any Shop Main Street Online spaces you may use.
III. You will safeguard confidential and proprietary information.
You are responsible for safeguarding confidential information obtained while providing services for Shop Main Street Online. You may have access to confidential, non-public, or proprietary information, sensitive business matters, or trade secrets regarding Shop Main Street Online, its suppliers, its customers, its operational methods or formulas, or its finances. Other than for legitimate business reasons, it is your responsibility to protect and not to reveal or divulge any such information in any way, either internally or externally.
Member Account and Employee Information
The privacy of member and employee information is of paramount importance to us. You may have access to information about employees or about members and their transactions on Shop Main Street Online. You are only authorized to access member accounts or employee data for legitimate business reasons, and you are obligated to protect that information from unauthorized access. If you have authorized access, you may not disclose or share that information in any manner, other than to those who are also authorized to receive that information and who need to know about that information for Shop Main Street Online business purposes. This also means you may not look up or take action on your own Shop Main Street Online account without a legitimate business reason for doing so and prior consent from us. In each instance, you should speak to your supervisor or us if you have questions about the parameters of data you are permitted to access.
If you have engineering access to employee or user data directly at the database level, you may only access, take action on, or run queries on user data when you have a legitimate business reason to do so. Shop Main Street Online may monitor access logs relating to employee and user data, to ensure this policy is being followed.
If you have access to conversations between members (which we refer to as “Convos”), you may only access Convos if you need to see them to resolve or perform a legitimate business purpose. Please keep in mind that it may not always be necessary to read a Convo to help a user or there may be a way to get the necessary information or to answer a question without reading a Convo. If you’re uncertain, consult your supervisor or ask us.
Here are some guidelines you must follow for accessing Convos:
- Only view Convos through Atlas using the permissions you have been granted.
- When logging in as a user to troubleshoot a problem with a user’s account, limit your access to the reason you’re logged in. Only read the Convos necessary to accomplish the task at hand and for which you have a legitimate business purpose.
- Do not share Convos with other teams internally unless there is a legitimate business purpose, and on a need to know basis. Sharing Convos with other Admin for personal reasons or entertainment value, for example, is strictly prohibited.
Use of Shop Main Street Online Communication and IT Systems
To the extent permitted by law, Shop Main Street Online reserves the right to monitor your use of Shop Main Street Online’s communication and IT systems, and the right to access and view your communications and documents on those systems. All of your communications and documents on Shop Main Street Online systems are legally owned by Shop Main Street Online.
You should also be aware that Shop Main Street Online may be asked to produce copies of your communications and documents in connection with government investigations or legal proceedings.
Please note that if you choose to use Shop Main Street Online systems for personal matters, we may monitor or review your personal materials in the course of a business-related review, and they may end up being disclosed in government or legal proceedings. For those reasons alone, you may want to keep your personal information off of Shop Main Street Online’s systems.
Shop Main Street Online’s communication systems may not be used as a forum to promote religious or political causes, or to conduct any illegal activity. Offensive or improper messages, transmission of sexually explicit images, messages, cartoons, or other such items are strictly prohibited on Shop Main Street Online’s communication systems.
However, it is understood that certain individuals may need to use Shop Main Street Online’s communications and IT systems to review, analyze and discuss content that is sensitive, graphic, or controversial for work purposes.
The fact that you have a password does not affect Shop Main Street Online’s rights under this policy. Shop Main Street Online may need to assign and/or change “passwords” and personal codes periodically for voicemail, e-mail, computer access, etc. Shop Main Street Online retains a record of all passwords and codes used and/or may be able to override any such password system.
Unless you have proper authorization, you are not permitted to access or attempt to access password protected materials of other individuals at Shop Main Street Online, or to access information on Shop Main Street Online servers, networks, or drives that is access-controlled. You may not copy, delete, modify, conceal or destroy Shop Main Street Online files or data, except as required to perform services for Shop Main Street Online.
All laptops and other electronic equipment provided to you by Shop Main Street Online, whether provided or expensed, is Shop Main Street Online property and must be returned to your principal Shop Main Street Online contact immediately upon termination of your services to Shop Main Street Online. You may not subsequently access or attempt to access Shop Main Street Online’s communications systems or any materials stored on such systems. Accordingly, you should refrain from storing personal files, including music, photos and movies, on Shop Main Street Online computers.
If you lose Shop Main Street Online property (or personal property that contains Shop Main Street Online-owned information), you must immediately notify your supervisor and email lostlaptops@ShopMainStreetOnline.com to notify the Shop Main Street Online Security Engineering and Corporate IT teams. If you become aware of a potential data breach, security issue or vulnerability, you must similarly immediately notify Shop Main Street Online’s Security Engineering team.
As a non-employee, you may not claim to be an Shop Main Street Online employee, or claim to represent Shop Main Street Online or give the impression that you represent Shop Main Street Online publicly. You may also not make any public statements on Shop Main Street Online’s behalf or publicly mention the work you perform for Shop Main Street Online without Shop Main Street Online’s prior written approval.
You may not give the impression on social media that you are speaking on behalf of Shop Main Street Online. Make it clear that you are speaking for yourself and on your own behalf.
Do not post or publish information that has not been released publicly by Shop Main Street Online. All rules regarding confidential information apply in full to your use of social media (i.e., any information that cannot be disclosed through a conversation, a note or an email also cannot be disclosed through social media). As a public company, SEC rules govern the way that important information is shared.
Respect applicable laws. If your engagement with us includes express permission for the use of social media, you must respect applicable local, state and federal laws. For example, material that is discriminatory, obscene, defamatory, libelous or threatening could be illegal. Additionally, you agree to comply with all laws governing copyright and fair use of copyrighted material owned by others. For example, when publishing direct or paraphrased quotes, thoughts, ideas, photos or videos, give credit to the original publisher or author. Use of Shop Main Street Online logos or images is prohibited without Shop Main Street Online’s express prior written permission.
Any individuals who have access to Shop Main Street Online’s information, including business partners, consultants, contractors, and temporary workers, should be aware that Shop Main Street Online will regularly delete stale information, unless it must be retained for the following reasons:
- as required by applicable law, rule, regulation, or policy for at least the minimum period required;
- with a significant current or ongoing business need, for the duration of that need.
Most company records do not require long-term retention. Some may be useful for current goals or operations, but carry little or no value years later, and may in fact expose Shop Main Street Online to business and legal risks over time. Under certain circumstances involving litigation or regulatory investigations or inquiries, Shop Main Street Online will be required to suspend some of its routine disposal of information.
“Information” includes any writing or recording, including electronically stored information, video or audio recordings or paper records received or maintained by Shop Main Street Online, LLC. and all of its subsidiaries, regardless of its physical form, format or content.
Email Retention & Deletion
Principles and Best Practices for Email Management
In many cases, contractors use email to provide services to Shop Main Street Online. In your performance of services for us, we expect you to not use email as a document storage or management system. Information that is required for long-term business needs (such as contracts) or that triggers legally imposed retention obligations (such as HR employee records) should not be stored in individual email accounts. Instead, the necessary information—whether from the body of an email message or an attachment to an email—should be stored in an Shop Main Street Online location accessible by all Shop Main Street Online personnel who need the underlying information. At the end of your engagement with Shop Main Street Online, all such data must be appropriately stored as requested by Shop Main Street Online and/or handed over to Shop Main Street Online, as requested.
Shop Main Street Online does not allow the creation or use of email archives, such as PST files, or the storage of any email messages or archives on laptops or removable media (like thumb drives), or backing up emails (or other data) to a third-party unapproved cloud service. You may not circumvent Shop Main Street Online protocol by any means, including, for example, by forwarding email messages or other Gmail items to a personal email account, or printing email without a valid business reason.
Instant Messages Retention & Deletion
Principles and Best Practices for Instant Message Management
Certain IM platforms and channels are specifically designated solely for the transaction of Shop Main Street Online business. You are prohibited from using unapproved IM platforms or channels to conduct Shop Main Street Online business.
You may be permitted to use (please verify in advance with your Shop Main Street Online business relationship manager) Google Chat (aka G-Chat), Signal, and Slack to communicate via IM within Shop Main Street Online. For Slack, Shop Main Street Online business information may only be transmitted or discussed within the Shop Main Street Online Slack team. Shop Main Street Online business information may also be transmitted or discussed, but only to the extent necessary for business purposes, via Signal. Shop Main Street Online business information may not be transmitted or discussed in non-Shop Main Street Online Slack teams or via external, non-Company messaging tools, such as Facebook Messenger, WhatsApp, Twitter DM, QQ, Line, Snapchat, Telegram, AOL Instant Messenger or Yahoo! Messenger.
To the extent business-related IMs are sent through any platform, you should not alter the application policies except as to retain those messages in a manner and for a length of time as required herein.
No Retention or Logging, Except for Select Channels
Except under limited circumstances, IMs generally only have momentary significance and are not intended for future reference. Accordingly, Shop Main Street Online’s Corp IT team implemented the following automated rules to Shop Main Street Online’s IM programs, which you agree to follow:
Google Chat: Logging of Google Chats Disabled
Logging of IMs on Google Chat will be disabled as a default setting. You should not enable logging in Google Chat. If you use Google Chat for business communications, you must only retain messages as follows.
When using Slack, business communications should be limited to team and project-related public channels. IMs in team and project-related Slack channels will be logged for a period of 180 days, at which point they will be automatically and permanently deleted. IMs in all other public Slack channels will be logged for a period of 30 days and IMs in other private Slack channels will be logged for a period of 7 days. Files uploaded to a public or private channel will be logged for a period of 180 days. All direct and group messages will be automatically and permanently deleted 7 days after sending.
Signal: Logging of Signal messages disabled
To the extent business-related communications are sent through any messaging platform, including Signal, you should not alter application policies except as to retain those messages in a manner and for a length of time permitted herein.
Non-Shop Main Street Online File Storage and Sharing
For file storage and sharing needs, you may have access to Google Drive and Google Docs as part of Shop Main Street Online’s Google Apps suite. Google Drive is easily accessible, has significant storage capacity, and is integrated with Shop Main Street Online Gmail accounts to provide a safe file sharing solution.
For information-security and risk-related reasons, the ad hoc usage of many third party storage and sharing services, such as DropBox, is not permitted for Shop Main Street Online information. Similarly, storing business files on media not provided by and/or encrypted by Shop Main Street Online is not permitted.
For certain specialized purposes, company-approved third party cloud services and storage solutions may still be used, with prior written approval by Shop Main Street Online.
Non-Shop Main Street Online Devices
Confidential or proprietary Shop Main Street Online information should not be placed on, nor may internal corporate Shop Main Street Online resources be used on, any non-Shop Main Street Online owned laptop or on devices other than your personal mobile device. For personal mobile devices, you may be given permission to have limited access to Shop Main Street Online’s Google Apps Gmail platform, Slack, and related services. The records retention rules herein also apply to usage of these Shop Main Street Online services on a mobile personal de#vice.
On occasion, you may possess information relevant to a legal dispute or inquiry in which Shop Main Street Online is involved. Shop Main Street Online has a legal obligation to preserve that information (a “Litigation Hold”) when it knows of or reasonably anticipates: a lawsuit by or against Shop Main Street Online; or an investigation, inquiry, enforcement proceeding or criminal prosecution regarding Shop Main Street Online by a government agency, regulatory body or prosecutor. Shop Main Street Online’s duty to preserve information may also arise if Shop Main Street Online receives a subpoena to produce information in a lawsuit or proceeding in which Shop Main Street Online itself is not a party.
If a Litigation Hold is warranted, Shop Main Street Online may suspend its normal deletion procedures to preserve relevant information. The Shop Main Street Online Legal and Corp IT teams will notify you if you are subject to a Litigation Hold by providing specific written instructions about your obligations to preserve information covered by the Litigation Hold. You must follow all instructions related to the Litigation Hold until you are informed by Shop Main Street Online that the Litigation Hold has expired.Information Handling and Disposition Guidelines.
Special care should be afforded to any data (electronic or paper) containing: highly sensitive, confidential, or proprietary information; financial transaction or payment card industry data (PCI), or any personally identifiable information (“PII”). In particular, personal information, including PII, should only be maintained as long as there is a business need or regulatory/legal reason to maintain the information, with access to such information limited to those with a legitimate business need for the data, where absent an exception requiring a shorter or longer period, you agree to delete or anonymize it within 18 months. If you have any questions about this or believe an exception applies, please review with Shop Main Street Online Legal by sending an email to legalteam@ShopMainStreetOnline.com.
Use sound destruction measures whenever disposing of electronic or hard copy records containing any highly sensitive, confidential, or proprietary information, including but not limited to financial data, legal documents, employee records, or PII on any individual. Any such information in paper form should be securely shredded, and any information stored on physical media should be securely wiped, or the media destroyed, using well established industry best practice methods.
Your Work Product
Unless otherwise agreed to by Shop Main Street Online in writing, and your employer, Shop Main Street Online will own all of the work product you produce in connection with the services you provide to Shop Main Street Online. You should have entered into an agreement with your employer in which you agreed to those terms. If you have any questions, please contact your supervisor.