UserTesting Anti-Corruption Policy
I. Policy Statement
User Testing, Inc. (“UserTesting”) maintains an Anti-Corruption Policy (the “Policy”) prohibiting any improper or unethical payment to government officials or to a party to a private commercial transaction anywhere in the world by any UserTesting officer, director, employee or agent (together “UserTesting Associates”). This Anti-Corruption Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the anti-corruption and bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require us to maintain accurate books and records and a system of internal controls.
II. Policy Purpose
No UserTesting Associate has the authority to offer payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction in order to improperly induce that person to affect any act or decision in a manner that will assist UserTesting or any of its subsidiaries or divisions, or any of its associates or agents, to obtain or retain business. Further, every UserTesting Associate has the obligation to record accurately and fairly all of their transactions involving any expense of UserTesting or any other transaction involving the disposal or transfer of UserTesting assets
In addition to direct payments of money, other examples of prohibited payments would include the following made at the direction, or for the benefit, of a government official or a commercial business partner:
gifts, or travel, meals, entertainment or other hospitality expenses;
contributions to any political party, campaign or party official;
charitable contributions and sponsorships.
III. Policy Scope
Violations by any UserTesting Associate of the anti-corruption or bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such UserTesting Associate’s relationship with UserTesting. Violations by any UserTesting Associate can also result in severe penalties for both UserTesting and such individual.
For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-corruption and bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption is punishable for individuals by up to ten years imprisonment and companies could face an unlimited fine.
The FCPA specifically prohibits a company from reimbursing an officer, director, stockholder, employee, or agent for fines imposed for violations of the FCPA, so any fines for violations for which you are responsible will be paid from your personal assets. UserTesting will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-corruption and bribery laws.
B. Gifts, Travel, Entertainment and Other Expenses
UserTesting permits UserTesting nominal gifts to be given to government officials, provided that:
such gifts are given openly;
presenting any such gift will be in conformity with the written laws of the country in which the gift has been made; and
the UserTesting Associate presenting such gift makes an immediate written report to the UserTesting Chief Financial Officer (“CFO”) so that they may be recorded transparently in the Company’s books and records.
UserTesting also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to tours of UserTesting facilities, training in the use of UserTesting products and services, or otherwise related directly to UserTesting’s promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the laws and customs of the country in which the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals or entertainment expenditure for a government official, a UserTesting Associate must first obtain written permission from the CFO.
It will never be acceptable to offer any gift or incur any expense in expectation of receiving something in return (quid pro quo).
The following persons are considered “government officials”:
officers and employees of any government, department, agency, bureau, authority, instrumentality or public international organization;
persons acting in an official capacity on behalf of a government;
employees of entities that are owned or controlled by a government; and
candidates for political office.
The U.S. Department of Justice and the U.S. Securities and Exchange Commission have adopted a very broad interpretation of what constitutes an instrumentality of a foreign government. For purposes of this Policy, any entity with significant governmental ownership or influence shall be viewed as an instrumentality of a foreign government.
Neither a UserTesting Associate nor their relatives may give gifts to, or receive gifts from, UserTesting current or prospective clients, vendors or any other commercial partners except in accordance with this policy. Presenting or accepting any gifts reasonably valued at over US $50 to or from private commercial parties requires prior written approval from the CFO.
UserTesting permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment and nominal gifts legitimately designed to show appreciation to existing business partners, present products and services, or establish cordial business relations, provided that such expenditures:
are not excessive and always appropriate to the nature of business relationship with the recipient;
conform to the laws and customs of the country in which the expenditures are incurred, as well as the policies, rules or codes of conduct of the recipient; and
do not place the recipient under an obligation or expectation to confer any business advantage in return for such hospitality (quid pro quo) or create an impression that the recipient’s independence will be affected.
Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at more than U.S. $250 for each guest, you must first obtain written permission from the CFO. Since the level of appropriate expenditures may vary significantly from country to country, the CFO is authorized to adopt lower hospitality limits for their respective jurisdictions.
It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter into a business transaction or arrangement which would not otherwise be undertaken. Moreover, in no event may any gift or hospitality cause any other provision of this Policy to be violated, or put UserTesting or you in a position that may cause embarrassment.
Any gift, entertainment or hospitality given will be accurately recorded, and no expenditure may be made with the express or implied agreement that it is to be used for any purpose other than as described by the records reflecting the expenditure.
C. Reporting Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, you should report it to the appropriate level of management. If you are still concerned after speaking with your local management or feel uncomfortable speaking with them, you should (anonymously, if you wish, if allowed by local law) contact the UserTesting Legal department using the contact information provided at the end of this Policy.:
A failure to report known or suspected wrongdoing in connection with UserTesting’s business of which a UserTesting Associate has knowledge may, by itself, subject that individual to disciplinary action.
D. Administration of Anti-Corruption Policy
The Anti-Corruption Policy will be administered by UserTesting’s Anti- Corruption Committee. The Anti-Corruption Committee will consist of the CFO and the General Counsel of UserTesting, or their respective designees. Any violations of the Anti-Corruption Policy will be reported to the Audit Committee of UserTesting’s Board of Directors. The Anti-Corruption Committee will be supported by UserTesting’s Finance and Legal Departments.
E. Further Information
Should you have questions about the Anti-Corruption Policy, please contact the UserTesting Legal department at Legal@Usertesting.com.USER TESTING, INC.
2672 Bayshore Parkway, Suite 703
Mountain View, CA 94043
Attn: Office of the General Counsel
The UserTesting Legal Department is responsible for the interpretation and administration of this policy. Any printed versions of this document should be used for immediate reference only. Please refer to the latest electronically approved version.
Last updated: December 01, 2019