Whistleblower and Confidential Reporting Policy

Purpose

Upmos is committed to an ethical workplace and marketplace. This Policy establishes the channels through which any Upmos employee, contractor, vendor, customer, or other stakeholder may report suspected wrongdoing, and the protections available to those who report in good faith.

Scope of Reportable Conduct

Reportable conduct includes, but is not limited to:

• Financial fraud, embezzlement, or improper accounting practices;
• Violations of securities laws or insider-trading rules;
• Bribery, corruption, or violations of the Foreign Corrupt Practices Act;
• Violations of sanctions or anti-money-laundering laws;
• Health and safety violations affecting employees, contractors, or the public;
• Workplace harassment, discrimination, or retaliation;
• Theft or misuse of Upmos or customer assets;
• Falsification of records, audit obstruction, or misrepresentation to auditors;
• Violations of antitrust or competition laws;
• Privacy or data-security violations;
• Violations of environmental laws;
• Suspected modern slavery or human trafficking in the supply chain (see Modern Slavery Statement);
• Conflicts of interest;
• Any other violation of law or Upmos policy.

Reporting Channels

You may report by any of the following channels, all of which operate twenty-four hours a day, seven days a week:

• Online Portal (anonymous): upmos.ethicspoint.com;
• Toll-Free Hotline (anonymous): +1 (713) 555-0188;
• Email: ethics@upmos.com;
• Postal Mail: Upmos Inc., Attn: Chief Compliance Officer (Confidential), 9896 Bissonnet St, Houston, TX 77036;
• Direct contact: any member of Senior Management, the General Counsel, the CCO, or the Audit Committee Chair.

The online portal and hotline are operated by an independent third-party provider (NAVEX Global, “EthicsPoint”). Reports submitted through these channels remain confidential between you and the provider; you may choose to disclose your identity or to remain anonymous.

Anonymity and Confidentiality

You may submit a report anonymously. Anonymous reports are investigated to the same standard as identified reports, though some types of investigation may be limited where the lack of identification prevents follow-up. Where you choose to identify yourself, your identity is kept confidential to the maximum extent consistent with conducting a thorough investigation and complying with applicable law.

Non-Retaliation

Upmos strictly prohibits retaliation against any individual who reports a suspected violation in good faith, who participates in an investigation, or who refuses to participate in conduct they reasonably believe to be unlawful. Prohibited retaliation includes:

• Termination or demotion;
• Adverse changes to compensation or benefits;
• Adverse changes to work assignment, schedule, or conditions;
• Harassment, intimidation, or threats;
• Negative performance reviews not based on actual performance;
• Blacklisting from Upmos’s marketplace (for vendors and customers).

Anyone who engages in retaliation is subject to disciplinary action up to and including termination, and may be subject to civil and criminal penalties under applicable law.

Statutory Whistleblower Protections

Whistleblowers are protected by, among other laws:

• Sarbanes-Oxley Act, 18 U.S.C. § 1514A (publicly-traded company employees);
• Dodd-Frank Act, 15 U.S.C. § 78u-6 (SEC and CFTC reporting);
• False Claims Act, 31 U.S.C. § 3729 et seq.;
• Occupational Safety and Health Act, 29 U.S.C. § 660(c);
• Title VII, the ADEA, the ADA, the FMLA, and other anti-discrimination laws prohibiting retaliation against employees who oppose unlawful practices or participate in proceedings;
• State whistleblower laws (e.g., Texas Whistleblower Act, Cal. Labor Code § 1102.5, NY Labor Law § 740).

Investigation Process

Reports are reviewed by the Chief Compliance Officer in consultation with the General Counsel and, where appropriate, the Audit Committee. Each report receives:

1. An acknowledgement within one (1) business day;
2. A preliminary assessment within five (5) business days to determine scope, urgency, and the appropriate investigative team;
3. A full investigation consistent with the nature of the allegations, conducted independently of the alleged wrongdoers;
4. A written conclusion with appropriate remedial actions;
5. A report to the Audit Committee at the next regular meeting.

Cooperation

All Upmos employees, contractors, and vendors are required to cooperate fully and truthfully with any investigation conducted under this Policy. Refusal to cooperate, lying to investigators, or destruction of evidence is grounds for discipline up to and including termination, and may constitute obstruction of justice.

False or Malicious Reports

Knowingly false reports made in bad faith are not protected by this Policy and may result in disciplinary action. A report is “false” only if you knew at the time it was false; reports made in good faith based on a reasonable belief — even if later proven incorrect — are fully protected.

Records and Audit

Records of reports, investigations, and dispositions are maintained on a confidential basis for not less than seven (7) years. The Audit Committee receives an annual summary of trends, types of reports received, and remediation actions, redacted to protect reporter identity.

Contact

Anonymous hotline: +1 (713) 555-0188

Email: ethics@upmos.com

External providers: NAVEX EthicsPoint at upmos.ethicspoint.com

How Can You Contact Us About This Policy?

If you have any further questions or comments or wish to report any problematic Content or Contribution, you may contact us by:

General Contact

• Phone: 1(855)637-2433 (Mon–Fri, 9 AM–5 PM CST)
• General Support: support@upmos.com
• Report Issue: upmos.com/report
• Send Feedback: upmos.com/feedback

Department Directory

Mailing Address

Upmos Inc.
9896 Bissonnet St
Houston, TX 77036
United States