365INO

‘IT PROJECT MANAGEMENT CONSULTING’

365INO

| 7901 4

St. N. | Suite 4540 | St. Petersburg, FL 33702 | [P] 727-819-4456 [F] 813-475-6665

Ethics and Business Conduct

365 Innovations Corporation, otherwise known as

365INO Corporation, formally adopted a vision and

values statement that acts as a moral compass for the

way we work within the walls of 365INO and interact

with our co-workers, partners, customers and

communities. As an organization and individually,

365INO’s employees are responsible for acting with

integrity, treating others with dignity and respect, being

honest and fair in all transactions and consistently

striving to "do the right thing."

365INO’s Code of Conduct provides a common point of

reference for our employees.

Introduction

x The Code of Conduct Is Our General Statement of

Ethical Business Conduct

x To Whom Does the Code Apply

x Those With Leadership Roles Have Additional

Responsibilities

x Where Should We Turn For Guidance?

x What Are The Consequences For Failing To Act

Ethically?

Conflicts of Interest

Conflict of Interest Situations Commonly Faced by

Employees

x Family Members and Close Personal Relationships

x Business Gifts and Entertainment

x Outside Activities

x Seek Guidance and Assistance

Corporate Opportunities

Our Responsibilities…

To Each Other

x Respect

x Diversity

x Employee Health and Safety

To Consumers

x Product Quality and Safety

x Consumer Information

x Advertising and Promotions

To Shareholders

x Protecting 365INO’s Assets

x Insider Information and Securities Trading

x Communications With Investors

x Accuracy of Company Records, Public Reports and

Communications

x Recording and Retaining Business Communications

To Business Partners

x Doing Business With Others

x Fair Dealing

x Responsible Manufacturing and Distribution

Practices

x Purchasing Practices

Government Customers

To Fair Competition

x Gathering Competitive Information

x Fair Competition and Antitrust

To Communities

x Community Service

x Environment

x Communication To The Media

To Government and Compliance with the Laws

x Which Law Applies?

x Political Activity

x Anti-Corruption Laws

x Money Laundering

x International Trade

365INO

‘IT PROJECT MANAGEMENT CONSULTING’

365INO

| 7901 4

St. N. | Suite 4540 | St. Petersburg, FL 33702 | [P] 727-819-4456 [F] 813-475-6665

How to Get Help and Raise Concerns

x General

Raising Concerns or Complaints about Accounting or

Auditing Matters

Introduction

This Code of Conduct is Our General Statement of

Ethical Business Conduct and a general statement of our

standards of ethical business conduct, based on our

commitment to adhere to 365INO’s values and comply

with the law.

365INO’s Core Values are as follows:

Fairness

x Act with integrity on all occasions

x Treat each other with respect and dignity

x Be accountable for your actions and decisions

x Trust each other to make the right decisions

Togetherness

x Work together as a team to realize full potential

x Enrich the communities where we work and live

x Create lasting partnerships and productive

relationships

Passion

x Work with unparalleled innovation and creativity to

make a positive impact

x Have the commitment, confidence and ingenuity to

impact change

x Have the passion and enthusiasm to sustain high

level of achievement

Growth

x Pursue inventive thinking and take smart risks

x Reward innovation in every part of our business

x Be leaders, deliver superior quality and surpass goals

The Values Statement includes a commitment to act with

unwavering integrity on all occasions. This includes an

obligation to obey the law of the communities in which

we do business. As a consulting company conducting

business in the United States, 365INO’s operations are

subject to the laws of the United State government. We

must comply with all applicable laws, rules and

regulations wherever 365INO does business.

While the Code of Conduct outlines our broad

responsibilities, we also have more specific guidelines

and company policies for various activities. All company

policies and the underlying procedures established for

business operations must be consistent with the

standards of ethical behavior outlined in the Code of

Conduct. All employees are required and expected to

comply with the Code of Conduct, and with the laws and

company policies that govern our activities.

To Whom Does the Code Apply?

Unless stated otherwise, the Code of Conduct applies to

all 365INO employees (including temporary, part-time,

and seasonal employees). Those With Leadership Roles

Have Additional Responsibilities. Leaders should foster

an environment of ethical behavior by: acting as role

models, demonstrating ethical behavior in the

performance of their own duties, making sure that

employees understand that business results are never

more important than compliance with the standards for

ethical behavior, ensuring that employees are familiar

with the standards for ethical behavior as outlined in the

Code of Conduct, and the company policies that are

relevant to the performance of their duties, encouraging

open communication regarding business practices and

ethical issues, acting to address incidents of unethical

behavior, including training, counseling and disciplinary

action where appropriate, and recognizing and

rewarding ethical behavior.

Where Should We Turn For Guidance or to Raise

Concerns?

When questions arise regarding the Code of Conduct,

company policy or conduct that may violate these

standards, we should first consult our supervisors or the

Human Resources Department.

As an alternative, 365INO has additional policies and

procedures in place to raise concerns or report violations

of the Code of Conduct or Company Policies. Employees

can choose to remain anonymous, but are encouraged to

identify themselves and to provide as much information

as possible in order to facilitate an efficient and effective

investigation of the reported issue. All questions and

concerns will be handled fairly and discreetly.

365INO

‘IT PROJECT MANAGEMENT CONSULTING’

365INO

| 7901 4

St. N. | Suite 4540 | St. Petersburg, FL 33702 | [P] 727-819-4456 [F] 813-475-6665

What Are The Consequences For Failing To Act

Ethically?

Failures to act ethically and violations of the Code of

Conduct and company policies can impact 365INO’s

business and reputation, and can have serious

consequences for all 365INO stakeholders, including

employees, consumers, investors, business partners and

our communities.

Whenever 365INO becomes aware of a violation of the

Code of Conduct, company policy or the law, we will act

to correct the problem and prevent future occurrences.

Depending on the circumstances, the corrective and

preventive steps might include training, counseling and

disciplinary actions up to and including termination of

employment and civil or criminal prosecution. If anyone

believes they are in a situation which they believe may

violate or lead to a violation of the Code of Conduct,

company policy or law, we encourage them to follow the

guidelines detailed in our Ethics Training.

Conflicts of Interest

Employees and Executives must act in the best interests

of 365INO, without consideration for our personal

interests or the potential for personal benefit. A conflict

of interest arises any time our personal interests

(including relationships, investments or activities) might

affect our judgment as to what is in the best interest of

365INO, or make it difficult to perform our work for

365INO objectively and effectively. It is very important

to consider the appearance of conflicts of interest, since

perceived conflicts can be as damaging to 365INO’s

reputation as actual conflicts. 365INO will be diligent in

recognizing actual and potential conflicts of interest.

Conflict of Interest Situations Commonly Faced by

Employees

It is not possible to anticipate all situations which could

present a conflict of interest, and only some of the more

common are listed here. 365INO may also at any time

require reporting by employees of activities that could

present conflicts of interest.

1. Family Members and Close Personal Relationships

Jobs and work assignments will be awarded on the basis

of qualifications, skills and achievement, and not family

or personal relationships. Work assignments involving

employees who are related, or who have close personal

relationships, could lead to actual or perceived

favoritism, lack of objectivity and poor employee morale

among co-workers. Employees will not be eligible for

employment in positions that could present a conflict of

interest, such as a direct reporting relationship.

Human Resources should be advised when a family or

personal relationship between employees could present

an actual or perceived conflict.

2. Business Gifts and Entertainment

In some circumstances business gifts and entertainment

can be used to strengthen business relationships.

However, in no event should a gift, favor or

entertainment be accepted or provided if it will obligate

or appear to obligate the recipient as such gifts, favors or

entertainment can constitute commercial bribery and are

illegal. Requesting or soliciting personal gifts, favors,

entertainment or services is unacceptable. In addition,

we should not exploit our position at 365INO to solicit

vendors to provide individual preferential treatment in

pricing, terms or loans.

3. Gifts

When considering whether to accept or offer a gift or

other business courtesy, we should use prudent

judgment and moderation. We should not accept

inappropriate gifts from any person or organization with

whom 365INO does business or is in competition, and in

no event should we accept gifts that exceed $100 in

365INO

‘IT PROJECT MANAGEMENT CONSULTING’

365INO

| 7901 4

St. N. | Suite 4540 | St. Petersburg, FL 33702 | [P] 727-819-4456 [F] 813-475-6665

value. We may accept gifts that do not exceed (or that the

recipient reasonably believes do not exceed) $100 in

value from a single source during any year and do not

involve commercial bribery as discussed above. Gifts in

excess of this value should be returned to the sender

with a letter of explanation. However, if it would be

impractical or discourteous to refuse a gift, the gift

should be donated to charity through 365INO’s

Philanthropy Programs.

Accepting a gift of cash or cash equivalents (such as

checks, savings bonds, stock or other corporate

securities) of any value is strictly prohibited. Certain gift

certificates and gift cards that allow the recipient to

choose from a wide range of goods and services may be

considered cash equivalents. For this reason, employees

should consult their HR representatives before accepting

a gift certificate or gift card.

We should not offer a gift unless it is a gift that is given

as a common courtesy or gesture, is customary business

practice and is proper and reasonable in the

circumstances. A gift should not be offered if the gift

would violate known customer business practice or

could be deemed a kickback or commercial bribery.

Special restrictions apply to government officials in most

countries, and we should always consult the Legal

Department before offering any gifts to any government

officials (see the discussion on Anti-Corruption Laws).

4. Entertainment

We may accept or provide business entertainment and

meals that are reasonable in the context of the business

and advance the Company's interests, for example

attending a local cultural event, a sporting event or a

business meal with a business associate (such as a

customer or a supplier). However, accepting tickets to an

event if the business associate will not also be present

should not be considered business entertainment, but

should instead be considered a gift, subject to the $20.00

limitation described above.

5. Outside Activities

All activities deemed “outside” activities shall be subject

to compliance under our Ethics and Business Conduct

policies as they pertain to 365INO.

6. Secondary Employment

365INO expects the complete commitment of its

employees, and therefore discourages outside

employment. We must obtain the approval of the

Human Resources Department before accepting a second

job, commencing a business venture or personal project,

or agreeing to act as an advisor, consultant, officer or

Executive under circumstances that may conflict with

our ability to fulfill our job duties or may raise a

potential conflict of interest.

We must be sure the skills we learn and use at 365INO

are not used in a way that could hurt 365INO’s business.

Providing services in any capacity to an organization that

competes with 365INO in any manner presents an actual

conflict of interest, and is prohibited. Providing services

in any capacity to suppliers or customers of 365INO will

be closely scrutinized because of the high potential for a

conflict of interest.

7. Investments

Our personal investments should not influence, or

appear to influence, our business decisions. For example,

if we are in a position to make decisions on behalf of

365INO that could have a significant impact on the

business of a supplier or customer, we should avoid any

investment in the supplier or customer of such value that

it might affect, or appear to affect, our business decisions

regarding the supplier or customer. We should also

avoid any investment in a competitor which might affect,

or appear to affect, our business decisions.

8. Serving Non-Profit or Community Organizations

365INO supports non-profit or community organizations

through Philanthropy Programs with financial

contributions, gift donations, organized volunteer

activities, volunteer engagements, or the use of 365INO’s

resources.

365INO encourages employees to participate in 365INO’s

Philanthropy Programs, and to support charitable

organizations and our communities generally, by taking

an active role in volunteer activities. However, we

should not allow our volunteer activities to interfere with

the conduct of 365INO’s business.

365INO

‘IT PROJECT MANAGEMENT CONSULTING’

365INO

| 7901 4

St. N. | Suite 4540 | St. Petersburg, FL 33702 | [P] 727-819-4456 [F] 813-475-6665

9. Use of 365INO’s Authority for non-365INO

Purposes

When engaged in activities that are not related to

365INO business or volunteer activities in support of

365INO’s Philanthropy Programs, we should not use our

position in 365INO in a manner that would lead

outsiders to believe that we are acting on 365INO’s

behalf, or that 365INO is actively involved in or sponsors

these activities.

10. Seek Guidance and Assistance

We should discuss any questions about Conflicts of

Interest with our supervisors and Human Resources

representative, and consult the Legal Department if

necessary. Specific guidelines on these and other

common situations, as well as reporting requirements,

are provided in the Conflict of Interest Policy.

11. Corporate Opportunities

Employees and Executives should not compete with

365INO, or pursue for personal benefit opportunities (for

example, relating to products, inventions or investments)

that are discovered through the use of corporate

property, information or position. We should not use

corporate property, information or position for personal

gain. Employees and Executives should seek to advance

the legitimate interests of 365INO when the opportunity

to do so arises.

Our Responsibilities

Our Responsibility to Each Other

1. Respect

We will treat others as we want to be treated - with

respect, dignity and fairness. We have the right to work

in an environment free from discrimination and

harassment based on race, color, religion, sex (including

pregnancy, childbirth or related medical conditions),

sexual orientation, gender identity, national origin,

ancestry, social origin, age, disability, marital status,

veteran status or other protected characteristics. We

should respect our co-worker’s rights, and remember

that such discrimination and harassment will not be

tolerated.

We should speak out when the conduct of a coworker

makes us or others uncomfortable. We each have a

responsibility to report to Human Resources any such

harassment or discrimination that we experience or

observe.

2. Diversity

365INO recognizes diversity as an asset, and is

committed to actively seeking and promoting diversity

in the workforce.

We value the different perspectives, insights and

experiences of diverse individuals and cultures, and we

aspire to create a company culture that encourages an

expression of, and a respect for, diverse viewpoints. We

provide equal employment opportunity for all applicants

and employees, without regard to factors such as race,

color, religion, sex (including pregnancy, childbirth or

related medical conditions), sexual orientation, gender

identity, national origin, ancestry, social origin, age,

disability, marital status, veteran status or other

protected characteristics. We make employment

decisions to meet our business needs based on factors

such as qualifications, skills and achievement. We

comply with local and national employment laws.

3. Employee Health and Safety

365INO is committed to providing a safe, healthful and

environmentally responsible workplace, and has

established safety programs to provide information and

training for safe practices in the normal conduct of

business and for emergencies.

We are responsible for observing safety and health rules,

for taking appropriate precautionary measures and for

reporting unsafe or hazardous conditions to our

supervisors or 365INO’s Security personnel.

In order to maintain our high standards for quality,

productivity and safety, we should be in suitable mental

and physical condition at work. Possessing, buying or

selling, using or being under the influence of illegal

drugs or engaging in any other activities which create an

unsafe work environment while on duty, or when on

365INO’s premises or contractor work environments, are

expressly prohibited. The consumption of alcohol while

on duty, working on 365INO’s contracts or when on

365INO

‘IT PROJECT MANAGEMENT CONSULTING’

365INO

| 7901 4

St. N. | Suite 4540 | St. Petersburg, FL 33702 | [P] 727-819-4456 [F] 813-475-6665

365INO’s premises is prohibited except during approved

365INO social functions, or during business meals.

Our Responsibility to Consumers

1. Product Quality and Safety

365INO is continually building a reputation for quality

and is amongst its most valuable assets. Our

commitment to quality is an integral part of our

processes, and is essential to the success of our business.

We will meet or exceed legal requirements and industry

standards for quality. We strive every day to earn our

consumers’ trust through our dedication in these areas.

Employees have an obligation to immediately report any

concerns about quality to 365INO’s Executive

Leadership.

2. Client Information

We respect the confidentiality of client information

consistent with all applicable privacy and data protection

laws and regulations. We do not share, sell or trade any

private or sensitive personal information obtained online

without prior consent or unless compelled by legal

process.

3. Advertising and Promotions

365INO’s brand and product promotion activities should

be conducted in a manner consistent with applicable

laws and with our reputation for honesty and integrity.

We adhere to high standards of commercial fairness in

ads and promotions. We must accurately portray the

features, quality and performance of our products in all

advertising media. We do not misstate facts or provide

misleading or deceptive information about 365INO’s

products and services, or the products and services of

our competitors. We should be diligent in safeguarding

the reputation of 365INO by being selective about

promotional opportunities, such as event sponsorship

and other joint promotions, avoiding association of

365INO’s name with any product, service or activity

which might be considered unsafe.

Our Responsibility to Shareholders

1. Protecting 365INO’s Assets

All employees and Executives share in the responsibility

to protect 365INO’s assets, including physical assets,

financial assets, intellectual property and proprietary

information from theft, loss, damage, misuse or waste.

Those of us who have custody of company property,

such as vehicles and laptop computers, should take

appropriate measures to ensure their proper security and

use at all times, when items are in their possession.

Company assets should not be used for illegal purposes,

or for personal benefit. (Except as may be allowed in

company-approved compensation arrangements).

Incidental personal use of company assets, such as

telephones, personal computers and photocopying

machines, is permitted as long as such use does not

interfere with the employee's duties, is not done for

monetary gain, does not conflict with 365INO’s business

and does not violate any 365INO policy or applicable

law. The security of computer systems and electronic

data should be protected by allowing access only by

authorized persons, and by properly using passwords.

2. Commitments and Expenditures

365INO has established policies that grant authority and

establish review and approval requirements for

commitments and expenditures. These guidelines apply

to all financial expenditures (including capital

expenditures), and to all agreements that commit

365INO’s resources and define its business activities.

Licensing agreements, joint venture or other strategic

agreements, and contracts for the engagement of