Code of Conduct — About

At Betawave Corporation (“Betawave” or the “Company”), we strive to conduct business activities with the highest level of integrity and ethical standards and in accordance with all applicable laws. The following Code of Business Conduct and Ethics (the “Code”) should be considered part of your Employee Handbook and it applies to all employees and executive officers.

We cannot emphasize enough the importance of this document. Violations of the Code can result not just in employment discipline but also in civil and criminal penalties for you and for the Company. All employees of the Company are required to certify to the Company on an annual basis that they have read, understand and agree with the terms of this Code. If you have any questions regarding the Code, its contents or its interpretation, you should address these to the General Counsel of the Company.

Code of Business Ethics and Conduct

Just as Betawave has a responsibility to conduct business in strict compliance with all applicable laws and regulations, so too we expect our employees to act in accordance with the highest standards of business ethics both on and off Betawave premises, and to avoid any inappropriate behavior. It is crucial that you observe all applicable laws and regulations while conducting business on our behalf.

You are expected to abide by the spirit as well as the letter of this policy. You are also expected to cooperate with any inquiries or investigations concerning a possible or suspected violation of this policy. Accordingly, an employee’s failure to fulfill his or her responsibilities under this policy may result in disciplinary action, up to and possibly including immediate termination.

Ethical Standards

Betawave is committed to conducting business in a fair and open manner within the spirit and letter of the law, with the highest regard for customers, the community, and employees. The success of Betawave depends not only on the knowledge, skills and abilities of employees, but also on sound judgment, self-discipline, common sense, and integrity. As such, all employees are required to maintain and uphold the following ethical standards:

To pursue Betawave objectives in a manner that does not conflict with the integrity of our company or the public interest;
To be truthful and accurate in all you say and do;
To protect confidential information;
To treat fellow employees with respect and dignity;
To uphold all laws and regulations relating to the business;
To maintain honest and fair relationships with all of Betawave’s vendors;
To ensure quality and value in our products/services and relationships with customers and vendors;
To make full, fair, accurate, timely, and understandable disclosures in reports and documents submitted to the Securities and Exchange Commission and in other public communications; and
To comply fully with all laws, ordinances, rules, and regulations applicable to the operation of our business, and to avoid, in the course of the operation of Betawave, any situations that may cause any conflict between the personal interests of employees and the business interests of our company.

Conflicts of Interest

Betawave insists on the undivided loyalty of all employees, including management and non-management staff. Employees must not engage in any conduct that would create an actual or potential conflict of interest or create the appearance of such a conflict. All employees are expected to avoid the above situation to prevent potential conflict in which an employee’s actions or loyalties are divided between company interests and those of another.

Conflicts of interest arise when an employee engages in a personal activity or has a personal interest that depends upon a specific outcome in the business of the company. These personal activities or interests may influence the employee's judgment, causing the employee to make decisions based upon the potential for personal gain, rather than in the best interests of Betawave.

To prevent possible conflicts of interest, the following behavior is deemed unacceptable and unethical:

Receiving or giving of merchandise, money, services, travel, accommodations, or lavish entertainment that might appear to have been given to influence a business decision. Gifts offered or received at any time that are of more than minimal or token value shall not be accepted and shall be returned to the sender with an appropriate explanatory note or letter.
Maintaining personal, business, or financial relationships with a customer or vendor where the employee has control or influence over Betawave’s relationship with that customer or vendor. For example, employees should not borrow from or lend personal funds to a customer or vendor of the employee's division.
Using information developed or learned on the job for personal or familial benefit. This includes the use of company databases, financial information, and intellectual property.
Maintaining outside directorship, employment, or political office that might appear to conflict or compete with an employee's responsibilities.
Conducting Betawave business with or using position or authority to influence our company to conduct business with family members.
Sharing confidential or proprietary Betawave related information with business associates or representatives of other companies.

The list above serves only to illustrate sources of possible conflicts of interest and does not constitute a complete list of all the situations that may result in a conflict of interest. Ultimately, it is the responsibility of each employee to avoid any situation that could affect his or her ability to judge situations independently and objectively or even appear to be a conflict of interest. It is important to note that under certain circumstances, conflicts of interest can amount to violations of criminal law. Any doubts should be resolved in a discussion with your manager or the company’s legal counsel.

Employment of Relatives and Significant Others

To avoid conflicts of interest and promote stability and goodwill in the workplace, Betawave does not usually hire or transfer relatives into positions where they supervise or are supervised by another close family member. We also try to avoid placing them in positions where they work with or have access to sensitive information about family members. The same general considerations apply if two employees marry or become involved in a domestic-partner relationship. If a supervisory, security, morale, safety, or other conflict results from the relationship, we reserve the right to use our discretion in hiring and placing employees in a manner designed to avoid these concerns. One of the employees may be transferred—or if necessary terminated—to resolve the situation.

By relatives we mean your spouse, parents, legal guardians, siblings, children (natural, step-, or adopted), grandparents, grandchildren, or current in-laws. This policy also applies to significant others or domestic partners. There may be other considerations or restrictions based on job requirements and situations specific to your company. Check with your manager for clarification.

Confidential Information

As an employee, you may learn information about Betawave that is not known by the general public. This information may include trade secrets, business plans, financial results, marketing and sales plans, or acquisition or disposition of company assets. Regardless of whether this type of information is specifically classified as confidential, it is each employee's responsibility to keep this information in confidence. All items such as manuals, reports, records and statements, other than those made available to the general public, are the property of the company, generally to be kept at our place of business, and are to be returned to us when requested and upon termination.

Recognizing & Reporting a Conflict

We expect employees to be familiar with this Code of Business Ethics and Conduct and to comply with it. Employees are also expected to rely on their own high standards of judgment, and to seek the advice and counsel of Betawave management or other resources to clarify issues not covered by these guidelines or by good judgment.

It is essential that everyone pay close attention to possible violations of the Code, whether these violations occur because of an oversight or intention. Any employee who is aware of possible violations should notify his or her manager or a Betawave’s General Counsel.

It is your responsibility to bring questionable situations to the attention of your manager or to the General Counsel. If you're not sure whether there is an ethical problem, it is better to ask.

Here are some signs to watch for:
You feel uncomfortable about a business decision, or about something you've been asked to do.
You have witnessed a situation that made you or someone else feel uncomfortable.
You feel that the company would be embarrassed, or even in possible legal trouble, if the situation were revealed to the public.

Violation of this Code

Violations of this Code will be grounds for discharge or other disciplinary action, adapted to the circumstances of the particular violation. Disciplinary action will be taken, not only against individuals who authorize or participate directly in a violation of the Code, but also against any of the violator's managerial superiors, to the extent that the circumstances of the violation reflect inadequate supervision and leadership by the superior. Compliance with this Code will be a key factor in the evaluation of the individual's overall performance.

Complaints of Retaliation as a Result of Disclosure

If an employee, applicant, or vendor believes that he or she has been retaliated against in the form of an adverse personnel action for disclosing information regarding misconduct under this policy he or she may file a written complaint with Betawave’s General Counsel requesting an appropriate remedy. It is Betawave policy to encourage employees to come forward with any safety, ethical, or legal concerns. Retaliation against those who bring forward these types of related concerns or complaints will not be tolerated. For further information about the procedures, how, and to whom one should raise concerns, please address these to the General Counsel of the Company.