Ethics and Compliance Policy

Metaspectral is committed to conducting its business with integrity, transparency, and accountability. This Ethics and Compliance Policy sets out the principles that guide Metaspectral’s conduct in its commercial, government, research, defence, space, technology, and international activities.

Metaspectral expects its directors, officers, employees, contractors, consultants, suppliers, subcontractors, representatives, and business partners to act lawfully, ethically, and in a manner consistent with this policy when acting for or on behalf of Metaspectral.

1. Compliance with Laws

Metaspectral complies with all laws, regulations, procurement rules, contractual requirements, and ethical standards applicable to its business activities.

This includes applicable Canadian anti-bribery, anti-corruption, fraud, procurement-integrity, and business-conduct laws, including the Corruption of Foreign Public Officials Act and relevant provisions of the Criminal Code of Canada. It also includes any other anti-bribery, anti-corruption, anti-fraud, conflict-of-interest, sanctions, export-control, data-protection, security, or procurement-integrity laws, regulations, or rules applicable to Metaspectral, its projects, or its business activities.

Where Metaspectral operates internationally, works with foreign public-sector entities, participates in government-funded programs, or collaborates with international organizations, Metaspectral applies the same commitment to lawful and ethical conduct.

2. Anti-Bribery and Anti-Corruption

Metaspectral does not tolerate bribery, corruption, kickbacks, improper payments, facilitation payments, or any other improper advantage, whether offered directly or indirectly through a third party.

No person acting for or on behalf of Metaspectral may offer, promise, authorize, give, request, accept, or receive anything of value for the purpose of improperly influencing a decision, securing an improper advantage, obtaining or retaining business, influencing a procurement process, or inducing any person to act improperly.

This prohibition applies to dealings with public officials, government agencies, state-owned or state-controlled entities, international organizations, private companies, customers, suppliers, contractors, and business partners.

3. Gifts, Hospitality, Travel, and Entertainment

Gifts, hospitality, travel, meals, entertainment, or other business courtesies may only be offered or accepted where they are lawful, modest, reasonable, transparent, infrequent, properly recorded, and directly related to a legitimate business purpose.

Metaspectral prohibits gifts, hospitality, or other benefits that could reasonably appear to influence a business decision, procurement process, technical evaluation, grant decision, contract award, regulatory action, or public-sector decision.

No gifts, hospitality, travel, entertainment, charitable donations, sponsorships, or other benefits may be used as a disguised bribe, kickback, inducement, or improper reward.

4. Government, Public-Sector, and Procurement Integrity

Metaspectral participates in government, defence, space, research, grant, and public-sector procurement processes honestly and fairly.

Metaspectral does not engage in bid-rigging, collusion, improper information-sharing, undisclosed conflicts of interest, false certifications, misleading statements, improper lobbying, or any conduct intended to distort a competitive process.

Metaspectral is committed to submitting accurate information in proposals, tenders, grant applications, certifications, reports, invoices, technical submissions, and compliance declarations.

5. Conflicts of Interest

Metaspectral expects personnel and representatives to avoid actual, potential, or perceived conflicts of interest.

A conflict of interest may arise where personal, financial, family, employment, advisory, investment, or other interests could interfere with, or appear to interfere with, objective business judgment or Metaspectral’s obligations to customers, partners, funders, or public authorities.

Actual, potential, or perceived conflicts of interest must be disclosed promptly so they can be reviewed and managed appropriately.

6. Sanctions, Export Controls, and Controlled Technology

Metaspectral complies with applicable sanctions, export-control, import-control, controlled-technology, end-use, end-user, and restricted-party requirements.

Metaspectral will not knowingly conduct business with sanctioned persons, prohibited entities, restricted end users, or parties involved in prohibited activities. Metaspectral will not export, transfer, disclose, provide access to, or otherwise make available controlled goods, software, technology, technical data, confidential information, or services except in accordance with applicable laws, licenses, permits, authorizations, and contractual restrictions.

This commitment applies to physical transfers, electronic transfers, cloud access, remote access, technical assistance, demonstrations, source code, models, datasets, documentation, and other forms of technical or commercial exchange.

7. Accurate Books, Records, and Reporting

Metaspectral maintains books, records, accounts, invoices, expense reports, and supporting documentation that accurately and fairly reflect its transactions and business activities.

Metaspectral prohibits false, misleading, incomplete, disguised, off-book, or improperly recorded transactions. Payments, reimbursements, commissions, discounts, referral fees, consulting fees, grants, sponsorships, and other transfers of value must have a legitimate business purpose and be properly authorized, documented, and recorded.

8. Third Parties and Business Partners

Metaspectral expects its contractors, consultants, suppliers, subcontractors, agents, resellers, distributors, teaming partners, and other business partners to act ethically and comply with applicable laws.

Metaspectral may conduct risk-based due diligence on third parties where appropriate, including in relation to public-sector work, international business, defence or space activities, controlled technology, sanctions exposure, procurement processes, or higher-risk jurisdictions.

Metaspectral will not use a third party to do anything that Metaspectral is prohibited from doing directly.

9. Confidentiality, Data Protection, and Responsible Use of Information

Metaspectral protects confidential, proprietary, personal, technical, customer, partner, and government-related information entrusted to it.

Metaspectral uses confidential and personal information only for authorized and legitimate purposes, and handles such information in accordance with applicable contractual, privacy, data-protection, cybersecurity, export-control, and security obligations.

Metaspectral is committed to responsible development and deployment of its technologies, including artificial intelligence, spectral intelligence, sensing, analytics, and related software systems.

10. Reporting Concerns

Metaspectral encourages the prompt reporting of suspected violations of this policy, applicable law, contractual requirements, procurement rules, or ethical standards.

Concerns may be reported to Metaspectral’s management team or through the contact channels identified by Metaspectral. Reports should be made in good faith and may include concerns regarding bribery, corruption, fraud, conflicts of interest, sanctions, export controls, procurement integrity, data handling, or misuse of confidential information.

Metaspectral prohibits retaliation against any person who raises a concern in good faith or cooperates with a compliance review.

11. Review and Accountability

Metaspectral may review, update, and improve this policy from time to time to reflect changes in its business, applicable laws, customer requirements, procurement obligations, and international compliance expectations.

Violations of this policy may result in appropriate corrective action, including termination of employment, termination of a business relationship, contract remedies, disclosure to relevant authorities where required, or other measures appropriate to the circumstances.

Metaspectral’s commitment is simple: conduct business lawfully, compete fairly, protect trusted information, avoid improper influence, and act with integrity in every market and project in which it participates.