Last update: January 21 2021
Welcome to our website. As we use them here, “Carbogatto,” “we,” or “us” will refer to Carbogatto Trading, LLC, and its parents, subsidiaries, and affiliates. We designed our website to allow you or your household (“you”) to learn about how Carbogatto is developing technology that will reshape the future of the electro vehicle.
The following terms govern your access to and use of the Carbogatto website, including any content offered via our website. By using our website, you agree to these terms.
We may revise and update these terms from time to time. All changes are effective immediately when we post them. Your continued use of our website after we post revised terms means that you accept and agree to the changes.
We value your privacy, and your use of this site is subject to our "Privacy Policy". Please read it to understand our privacy practices. All information you provide to us via this website or otherwise is governed by our Privacy Policy.
Carbogatto and the Carbogatto logo are registered trademarks of Carbogatto. You must not use these trademarks without our prior written permission. All other names, logos, product and service names, designs, and slogans that may appear on this website are the trademarks of their respective owners.
This website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Carbogatto, its licensors, or other providers of such material, and are protected by Russia and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These terms permit you to use our website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website, except as follows:
You may use our website only for lawful purposes and in accordance with these terms. You agree not to use our website in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the Russia or other countries). You also agree not to:
The information presented on our website is preliminary and made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Vehicle specifications are subject to continuous change, and any reliance you place on such information derived from our website is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our website, or by anyone who may be informed of any of its contents.
We may update the content on our website from time to time, but its content is not necessarily complete or up to date. Any of the material on our website may be out of date at any given time, and we are under no obligation to update such material.
You may link to our homepage provided you do so in a way that is fair and legal, and does not damage our reputation or take advantage of it, but you may not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
Any links from this website to other sites and resources provided by third parties are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
You understand that we cannot and do not guarantee or warrant that content available from the internet or this website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF OUR WEBSITE AND ITS CONTENT IS AT YOUR OWN RISK. OUR WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CARBOGATTO NOR ANY PERSON ASSOCIATED WITH CARBOGATTO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CARBOGATTO NOR ANYONE ASSOCIATED WITH CARBOGATTO REPRESENTS OR WARRANTS THAT OUR WEBSITE OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT OUR WEBSITE OR ANY CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT WILL CARBOGATTO, ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON OUR WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN, AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
You agree to defend, indemnify, and hold harmless Carbogatto, its licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these terms or your use of our website, including, but not limited to, any use of our website’s content, other than as expressly authorized in these terms or your use of any information obtained from our website.
Carbogatto does not accept or consider unsolicited product proposals, ideas, suggestions, materials, or business opportunities. In connection with anything you submit to us, unless solicited in writing by us, you agree that product proposals, ideas, suggestions, materials, or business opportunities you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation, or consideration of any type.
All matters relating to our website and these terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of UAE, without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of, or related to, these terms or our website will be instituted exclusively in state courts of UAE located in Dubai. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
No waiver by Carbogatto of any term or condition set forth in these terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Carbogatto to assert a right or provision under these terms will not constitute a waiver of such right or provision.
If any provision of these terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of these terms will continue in full force and effect.
These terms and our Privacy Policy constitute the sole and entire agreement between you and Carbogatto with respect to our website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to our website.
If you have any questions or comments about these terms or this website, you may contact us at request@carbogatto.com
These Terms of Use were last updated on January 21, 2021. These terms may be updated from time to time. All updates will be posted on this page.
Last update: February 19 2021
Carbogatto Trading LLC, (“Carbogatto,” “we,” “our,” or “us,” as used here, will refer to Carbogatto Trading LLC and its parents, subsidiaries, and affiliates) respects the privacy of you and your household (“you”). We recognize the importance of your personal information and any other information that could reasonably identify you or your household (“Personal Information”). We are committed to protecting your Personal Information through our compliance with this Privacy Policy and applicable law.
This Privacy Policy describes the types of Personal Information we may collect when you visit a Carbogatto website or one of our stores or service centers, or contact us directly by email, phone, or other methods. It also discusses our practices for using, maintaining, protecting and disclosing that information — as well as your rights and choices with respect to your Personal Information, how it is stored and used, and how you can contact us if you have any questions or concerns.
Please read this Privacy Policy carefully. If you do not agree with this Policy or any part thereof, you should not access or use any part of our websites, or otherwise provide us with your Personal Information. If you change your mind in the future, you should stop using our websites and provide us with no further Personal Information.
Carbogatto does not discriminate against people who exercise their rights under this policy or under applicable law.
We do not sell or rent your Personal Information to anyone. We will not share your Personal Information with third parties outside of our organisation, except where reasonably necessary to fulfill the purpose for which you provided it, if you opt in to the sharing of such information, or as otherwise described in this policy.
For instance, we may disclose your Personal Information to a service provider we use to support our business, such as website development and hosting, but only when it is bound by agreements to keep your Personal Information confidential — and to use it only for the purposes for which we disclose it to them. We may also disclose your Personal Information with certain third parties to the extent that they are involved in the purchase, lease, or service of your vehicle, such as financial institutions, credit reporting agencies, your insurance company, and third-party service centers.
We may also disclose your Personal Information in connection with legal, regulatory, or law enforcement matters, determined at our sole discretion. For example, we may be required to report your vehicle purchase to certain government authorities for titling, tax, and other regulatory purposes. We also reserve the right to disclose this information when necessary to prevent illegal activities or to protect the safety of ourselves, our customers, third parties, or members of the public.
We may share your Personal Information with our third-party advertising partners to provide ads that we think may interest you. For more information about our advertising and marketing practices and those of the third-party advertising partners, please see the How We Use Cookies and Similar Technologies section.
Finally, we may transfer your Personal Information to service providers, advisors, potential transactional partners, or other third parties in connection with the consideration, negotiation, or completion of a corporate transaction in which we are acquired by or merged with another company or we sell, liquidate, or transfer all or a portion of our assets. The use of your information following any of these events will be governed by the provisions of this policy in effect at the time the applicable information was collected.
The only directly identifiable Personal Information that we collect is information you voluntarily enter via our websites, enter through employment application portals, email directly to us, or provide to us in person.
For product inquiries, this information includes some or all of the following:
If you contact us directly via email, we collect any Personal Information you provide to us in the email, and any such information may be kept in our email system or moved elsewhere within our company as described below.
For employment applications, Personal Information also includes additional identifiers which are identified on the form you submitted. The form discloses the information we collect; if you apply outside our system, we collect the Personal Information you provide to us.
We and third parties may automatically collect information about your visit to and use of our websites via cookies (see below “How We Use Cookies and Similar Technologies” for more information). The information they collect may include Personal Information, such as your IP address, and advertising identifiers.
We may obtain information, including Personal Information, from third parties and sources other than our websites. If we combine or associate information from other sources with Personal Information that we collect through our websites, we will treat the combined information as Personal Information in accordance with this Privacy Policy.
If you wish to unsubscribe from promotional email, please use the "unsubscribe," "manage your preferences," or similar link provided at the bottom of email. We will remove you from the relevant mailing list(s) or campaigns(s) as soon as reasonably possible. Occasionally, there may be a time lag between your unsubscribing to a list or campaign and the discontinuance. Please note that even if you opt out of receiving promotional emails from us, you will continue to receive administrative emails from us.
Where applicable, we indicate whether and why you must provide us with your Personal Information, as well as the consequences of failing to do so. If you do not provide Personal Information when requested, you may not be able to benefit from our service if that information is necessary to provide you with the service or if we are legally required to collect it.
Cookies are small files of letters and numbers that we store on your browser or the hard drive of your computer. We use cookies, beacons, invisible tags, and similar technologies (collectively “cookies”) to collect information about your browsing activities, to assess how many users access or use our websites, which content, products, and features of our websites most interest our visitors, what types of offers our customers like to see, how our service performs from a technical point of view, to protect the security and integrity of our websites, and to distinguish you from other users of our websites.
We may use both session cookies and persistent cookies to automatically collect certain information. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our websites.
We automatically collect information that may include your IP address or other device address or ID, web browser and/or device type, the web pages or sites that you visit just before or just after you use our websites, the pages or other content you view or otherwise interact with on our websites, and the dates and times that you visit, access, or use our websites. We may also use these technologies to collect information regarding your interaction with email messages, such as whether you opened, clicked on, or forwarded a message.
We may also implement third-party content or advertising on the websites that may use clear gifs or other forms of web beacons, which allow the third-party content provider to read and write cookies to your browser in connection with your viewing of the third-party content on the websites. Additionally, we may implement third party buttons (such as Facebook “like” or “share” buttons and Twitter “like” or “retweet” buttons) that may allow third parties to collect information about you through such third parties’ browser cookies, even when you do not interact with the button. Information collected through web beacons and buttons is provided directly to the operators of such websites or services and we do not participate in that data transmission. Information collected by a third party in this manner is subject to that third party’s own data collection, use, and disclosure policies.
We use the Personal Information we collect for the following purposes:
If you are located in the European Economic Area, we only process your Personal Information based on a valid legal ground, including when:
Depending on your jurisdiction, you may have the right to know what Personal Information we are collecting, to understand what we are doing with it, to correct any mistakes in the information, and where appropriate, discontinue its use or have it deleted. You may also have the right to opt out of the sale of personal data.
You may do the following at any time by contacting us at legal@carbogatto.com:
Please note that we may have valid legal reasons to refuse your request and will inform you if that is the case. In addition, there are exceptions to requests for correction or deletion, as provided by law, such as if we need the Personal Information:
We may require you to provide certain verification information so that we know that you are you. This may include verifying information that you provided via our Services. Upon receiving such a request, we will act as promptly as possible to respond to your request as provided above and in no event later than applicable law requires. You may exercise your rights through an authorized agent.
If you are located in the European Economic Area, you have these following additional rights in relation to your Personal Information that we hold:
We take measures to delete your Personal Information or keep it in a form that does not permit identifying you when this information is no longer necessary for the purposes for which we process it, unless we are required by law to keep this information for a longer period. When determining the retention period, we consider various criteria, such as the type of products and services requested by or provided to you, mandatory retention periods provided by law and the relevant statute of limitations.
We have implemented reasonable measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration and disclosure. These are tailored to the sensitivity of the data.
No system is completely immune to security threats; if you believe that your use of this site or interaction with Carbogatto has put your Personal Information at risk, please contact us at legal@carbogatto.com.
Carbogatto does not intend to, nor does it knowingly collect, Personal Information of children under eighteen (18) years of age. If we learn that we possess such information, we will delete it. If you are under 18, or a parent or guardian of a person under 18 and believe that we have collected the Personal Information of that person, please contact us at legal@carbogatto.com so that we may delete that Personal Information.
Our website may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties. Please be aware that this policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing any information to them.
Carbogatto Trading, LLC is the entity responsible for the processing of your Personal Information, as described in this policy. If you have any questions, comments, or concerns about our processing activities, please email us at legal@carbogatto.com or write to us at Office 31st floor, Prime Tower, Business Bay, Dubai, UAE, P.O.Box: 112037
This Privacy Policy was last updated on February 19, 2021.
This Privacy Policy may be updated from time to time. All updates will be posted on this page.
Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a tailored experience when you browse our website and also allows us to improve the performance of the site. By continuing to browse the site, you are agreeing to our use of cookies.
Cookies are small files of letters and numbers that we store on your browser or the hard drive of your computer. We use cookies, beacons, invisible tags, and similar technologies (collectively “cookies”) to collect information about your browsing activities, to assess how many users access or use our websites, which content, products, and features of our websites most interest our visitors, what types of offers our customers like to see, how our service performs from a technical point of view, to protect the security and integrity of our websites, and to distinguish you from other users of our websites.
We may use both session cookies and persistent cookies to automatically collect certain information. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our websites. We automatically collect information that may include your IP address or other device address or ID, web browser and/or device type, the web pages or sites that you visit just before or just after you use our websites, the pages or other content you view or otherwise interact with on our websites, and the dates and times that you visit, access, or use our websites.
We may also use these technologies to collect information regarding your interaction with email messages, such as whether you opened, clicked on, or forwarded a message.
The site does not allow you to block these cookies because they are essential for the operation of the site or for legal compliance. These expire when you close your browser window and may be set again on your next visit.
You can disable or block essential cookies via the settings in your browser, using the “Block all Cookies” or similar feature. You can delete essential cookies that have already been set by using the “clear” or “delete” cookies function of your browser. If you block or delete essential cookies, the functionality or usability of the site may be impacted. If you wish to erase cookies that have already been set, you can clear them from your browser.
We also use first-party cookies from the service provider partners to collect data to improve your browsing experience. That means that our site sets the cookies for use in conjunction with our sites only. These cookies can be declined or blocked by adjusting cookies settings on your browser or by other methods listed below.
We currently use cookies to enable the functionality of Google Universal Analytics (analytics.js). Other information that Google generally collects and its privacy policy are found at https://policies.google.com/privacy, and a basic description of Google’s use of data can be found here:https://policies.google.com/technologies/partner-sites. The information we derive from Google Analytics is used only to improve our website and the type of information displayed to website visitors, so we can better serve those interested in Carbogatto. We do not sell our analytics information.
The information we receive from Google Analytics cookies does not identify you personally, although Google may create a pseudonymized ID that that allows Google analytics to tell if you are a return visitor to our site. This is typically stored in a cookie.
For payments, we use CloudPayments as our third-party provider. This allows us to process payments without storing your financial information. CloudPayments collects information required for making payments and provides us with information to verify that you have completed a payment. CloudPаyments adheres to the PCI DSS information security standard, more details can be found at https://developers.cloudpayments.ru/en/#pci-dss.
If you enter a payment into CloudPayments, we receive confirmation that you have made a payment, which includes your name, email, and payment identification.
Cookies are only set by CloudPayments when you click the deposit link and are redirected to their site. If you do click the link, you can opt out using the “block all cookies” function from your web browser (and deleting any that have been set); however, doing this before finishing a CloudPayments transaction could cause that transaction to fail.
We may also implement third-party content or advertising on the websites that may use clear gifs or other forms of web beacons, which allow the third-party content provider to read and write cookies to your browser in connection with your viewing of the third-party content on the websites. Additionally, we may implement third party buttons (such as Facebook “like” or “share” buttons and Twitter “like” or “retweet” buttons) that may allow third parties to collect information about you through such third parties’ browser cookies, even when you do not interact with the button. Information collected through web beacons and buttons is provided directly to the operators of such websites or services and we do not participate in that data transmission. Information collected by a third party in this manner is subject to that third party’s own data collection, use, and disclosure policies.
Our website uses first-party cookies to handle items directly relevant to the operation of this website, such as security, network management, and accessibility. These include cookies that:
Carbogatto Trading LLC (the “Company”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behavior that support this commitment. We expect every employee, officer and director of the Company or any majority-owned subsidiary of the Company (collectively, “Personnel”) to not only read and understand the business practices and principles described below, but to also apply good judgment and the highest personal ethical standards in making business decisions. Please remember you should consider not only your own conduct, but also that of your family members, significant others and other people in your household. References in the Code to employees are intended to cover officers and, as applicable, directors. Do not hesitate to ask questions about whether certain conduct may violate the code, to voice concerns or to clarify gray areas. You should also be alert to possible violations and report them without fear of retaliation. See Section 16 below for instructions on how to ask questions or report violations. Any employee who violates the standards in this Code may be subject to disciplinary action, that, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution. While this Code covers a wide range of business conduct, it is not the only document that addresses the conduct of our Personnel. For instance, this Code references separate more detailed policies relating to areas such as Anti-Corruption Compliance. Also, the Company’s Employee Handbook includes policies relating to, among other things, harassment and discrimination. If you have any questions about whether your behavior or any behavior you observe is appropriate, it is your responsibility to ask. You will be asked to execute an electronic certification acknowledging that you have read and will comply with this Policy based on the form in Exhibit A. The acknowledgment must be returned either electronically in a manner provided for by the Company or to the person designated as the Company’s Compliance Officer (the “Compliance Officer”) (as further described Section 16 below) or such Compliance Officer’s designee within ten (10) business days of your receipt of this Code and on an annual basis as the Company may require.
It is our policy to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The Company’s integrity and reputation depends on the honesty, fairness and integrity brought to the job by each person associated with us. Unyielding personal integrity and sound judgment is the foundation of corporate integrity.
Obeying the law is the foundation of this Code. Our success depends upon each Personnel operating within legal guidelines and cooperating with local, national and international authorities. We expect employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. While we do not expect Personnel to memorize every detail of these laws, rules and regulations, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor (in the case of employees) or the Compliance Officer. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties.
Immediately following consummation of a Qualified IPO as defined in the Company’s Articles of Association, the Company intends to implement an Insider Trading Policy, which will then be posted on the Company’s Intranet website and be available to employees for more detailed information. Personnel who have access to confidential (or “inside”) information are not permitted to use or share that information for stock trading purposes in violation of the Insider Trading Policy, including “tipping” others who might make an investment decision on the basis of this information.
Our Personnel are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. Please also refer to the Company’s Anti-Corruption Policy.
Antitrust laws are designed to protect the competitive process and impose severe penalties for certain types of violations, including criminal penalties. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit:
Russian federal and other laws may impose criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws when conducting the business of the Company.
We expect our Personnel to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even just the appearance of a conflict of interest can be damaging and should be avoided. Whether or not a conflict of interest exists can be unclear. The following are some (but not all) situations that may involve problematic conflicts of interests: (a) employment by, consulting for, or service on the board of a competitor, customer or supplier; (b) ownership by an employee or a family member of a significant financial interest in an entity that does business, seeks to do business or competes with us; (c) solicitation or acceptance of gifts, favors, loans or preferential treatment by an employee or a family member from any person or entity that does business or seeks to do business with us; (d) certain types of “moonlighting”; and (e) loans to, or guarantees of obligations of, Personnel or their family members by the Company. If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director, you should discuss the matter with your supervisor or the Compliance Officer. Supervisors may not authorize conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first seeking the approval of the Compliance Officer and providing the Compliance Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the Compliance Officer. Officers and directors may seek authorizations and determinations from the Company’s Board of Directors (the “Board”) or a committee of the Board that the Board may expressly designate (as applicable, the “Committee”). Personnel shall not attempt to circumvent these requirements directly or through another person or entity. If you are a member of the Board, compliance with this Section is subject to the Company’s then-current Articles of Association, which will control in the event of any conflict with this Code.
A Personnel may not take personal advantage of opportunities for the Company that are presented to the Personnel or discovered by the Personnel as a result of the Personnel’s position with us or through the Personnel’s use of corporate property or information. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. Significant participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved. You may not use your position with us or corporate property or information for improper personal gain, nor should you compete with us in any way. Personnel shall not attempt to circumvent these requirements directly or through another person or entity. If you are a member of the Board, compliance with this Section is subject to the then-current Investors’ Rights Agreement, which will control in the event of any conflict with this Code.
The integrity of our records and public disclosure depends upon the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others. We also rely upon our accounting and other business and corporate records in preparing publicly filed reports. Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. Employees who contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is complete, accurate and transparent. Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the Compliance Officer, the Audit Committee of the Board, or one of the other compliance resources described in Section 16.
Advantages over our competitors are to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Statements regarding the Company’s services must not be untrue, misleading, deceptive or fraudulent. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from employees of other companies is prohibited. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the Compliance Officer, as further described in Section 16.
You are expected to deal fairly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors. Personnel shall not attempt to circumvent these requirements directly or through another person or entity.
Gifts and entertainment relating to government officials is addressed in the Company’s Anti-Corruption Policy. Business gifts and entertainment with counterparts in the private sector are acceptable if (a) intended to create goodwill and sound working relationships, and not to gain improper advantage with customers; and (b) consistent with common and acceptable business practice and not extravagant or inappropriate. Personnel shall not attempt to circumvent these requirements directly or through another person or entity. If you have any concerns about whether any gifts or entertainment offered or received by you are appropriate under this code, you are expected to request permission from your supervisor or the Compliance Officer, as further described in Section 16.
All Personnel are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Our property, such as office supplies, computer equipment, buildings and products, are expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with the Company or any letterhead stationery for any personal purpose.
As a Personnel of the Company, you may learn information about the Company or other companies that is confidential and proprietary. You must take care to keep this information confidential. Materials that contain confidential information should be stored securely. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasipublic” areas within the Company, such as cafeterias. All the Company emails, voicemails and other communications are presumed confidential and should not be forwarded outside of the Company, except where required for legitimate business purposes. Company employees are bound by the terms of the Proprietary Information and Inventions Agreement or similar terms to which they agree in connection with their employment.
It is our policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the company will have equal access to information. Inquiries or calls from financial analysts should be referred to the Chief Executive Officer, the head of Finance, or the investor relations department, and inquiries or calls from the press should be referred to our marketing and press relations departments. We have designated our communications department as our official spokespersons for marketing, technical and other related information.
Any waiver of this Code for executive officers or managers may be authorized only by our Board and will be disclosed to stockholders as required by applicable laws, rules and regulations.
Your most immediate resource for any matter related to this code is your supervisor, who may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer. Employees are encouraged to talk to supervisors, managers, or other appropriate personnel about any illegal or unethical behavior or suspected or actual violations of this Code, and, if in doubt, about the best course of action in a particular situation. Depending on the situation, you may also contact the Legal Department. We will take prompt disciplinary action against any employee, officer or director who retaliates against you. The Compliance Officer will investigate all reported possible code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. If any investigation indicates that a violation of this Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that a Personnel is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination and, in appropriate cases, civil action or referral for criminal prosecution.
Any changes to this Code shall be effective only upon approval by the Board. The Board or the Committee will review and reassess the adequacy of this Code at least annually. All changes must be promptly disclosed as required by law or regulation.
This Code, as may be amended from time to time, shall be posted on the Company’s website. The Company shall state in annual proxy statements as required by law that this Code is available on the Company’s website and provide the website address as required by law or regulation.
CODE OF BUSINESS CONDUCT AND ETHICS ACKNOWLEDGEMENT
I hereby acknowledge that I have received, read, understand and will comply with Carbogatto, LLC’s Code of Business Conduct and Ethics (the “Code”).
I will seek guidance from and raise concerns about possible violations of this Code with my supervisor, management and the Compliance Officer.
I understand that my agreement to comply with this Code does not constitute a contract of employment.