Code of Business Conduct and Ethics

Policy Statement

Purpose

Fluent’s Code of Conduct (“Code”) is one of the ways we put Fluent’s values into practice. It’s built around the recognition that everything we do in connection with our work at Fluent will be, and should ‘be, measured against the highest possible standards of ethical business conduct. ‘Those performing ‘work ‘for ‘or ‘on ‘behalf ‘of ‘Fluent ‘in ‘any ‘capacity ‘are ‘expected ‘to ‘act not only ‘lawfully, but ‘honestly, ‘respectfully, ethically ‘and ‘in ‘the ‘best ‘interests ‘of ‘the ‘company and shareholders. ‘We ‘set ‘the ‘bar ‘that ‘high ‘for ‘practical, ‘as ‘well ‘as aspirational reasons: Fluent’s commitment to the highest standards helps us hire and retain great people, build great products and deliver quality experiences for our clients and users alike. Respect for others — co-workers, clients and users — is foundational to our success and is something we strive to support every day.

Scope

The Board of Directors of Fluent, Inc. established this Code to aid Fluent’s directors, officers, employees and consultants in making ethical and legal decisions when conducting the company’s business and performing their day-to-day duties.

The Corporate Governance and Nominating Committee of the Board of Directors administers this Code. The Corporate Governance and Nominating Committee has delegated day-to-day responsibility for administering and interpreting this Code to Fluent’s Compliance Officer.

We expect our directors, officers, employees and consultants to exercise reasonable judgment when conducting Fluent’s business. We require all directors, officers, employees and consultants to read, understand and acknowledge this Code and we encourage them to refer to this Code frequently to help ‘them ‘follow ‘it ‘both ‘in ‘spirit ‘and ‘letter. ‘Each ‘of ‘us ‘has ‘a ‘personal ‘responsibility ‘to ‘incorporate ‘and encourage others to incorporate the principles and values of the Code into our collective work.

Violations of the Code can result in disciplinary action, up to and including termination of one’s professional engagement with Fluent. ‘Nothing ‘in ‘this ‘Code ‘alters ‘the terms or ‘conditions ‘of ‘one’s professional engagement.

‘If ‘you ‘have ‘a ‘question, ‘or ‘ever ‘think ‘that ‘a ‘member ‘of ‘the ‘Fluent ‘team ‘may ‘be ‘falling ‘short ‘of ‘our commitment, don’t be silent. We want — and need — to hear from you. And if you have any questions ‘about ‘the ‘Code, ‘or ‘any ‘aspect ‘of ‘your ‘dealings ‘with ‘Fluent, ‘do ‘not ‘hesitate ‘to ‘reach ‘out ‘to ‘the Compliance Officer, your manager, Fluent’s Human Resources (“Human Resources”) or Legal (“Legal”) departments — they are all here to help you and to help Fluent operate at the highest levels of integrity and honesty.

Expectations

What is expected of ourBoard of Advisors, directors, officers, employees and consultants:

  • Understand the Code and learn the details and how they apply to your ‘job;
  • Be aware of industry developments, laws and regulations that may impact Fluent’s business;
  • Promptly raise any concerns about potential violations of the Code; ‘and
  • Cooperate fully and honestly with any investigations regarding potential violations of the ‘Code.

What is expected of our managers and leaders:

  • Personally set an example of integrity, not just through words but, more importantly, through actions;
  • Create an open environment where every employee feels comfortable raising concerns without fear of retaliation;
  • Implement control measures to monitor compliance and detect any ‘risk;
  • Consider the Code when evaluating employees;
  • Respond to any employee’s, client’s or user’s concerns and, when appropriate, document and ‘escalate ‘through ‘the ‘appropriate ‘channels; ‘and
  • Promptly address violations of the Code by those you manage, escalating to the Chief Compliance Officer, HR or Legal.

Fluent trusts you to make thoughtful and ethical decisions. In doing so, Fluent supports you in important ways:

  • You are empowered. You can deliver great user experiences and client relationships knowing ‘that ‘Fluent ‘supports ‘you ‘in ‘doing ‘the ‘right ‘thing ‘and ‘conducting ‘business ‘with ‘integrity.
  • You have responsibility. You play a critical role in ensuring that Fluent is a great work environment and in protecting our culture, our reputation and our brand.
  • You have help. If you are unaware of what to do in any situation, you have resources available to you, including this Code, the Compliance Officer, your manager, Human Resources and Legal.
  • You have a voice. If you believe something is not right, you can speak up and share your ‘concerns, ‘knowing ‘that ‘Fluent ‘wants ‘to ‘hear ‘them ‘and ‘does ‘not ‘tolerate ‘retaliation ‘against employees ‘for ‘raising ‘concerns ‘in ‘good ‘faith.

A Note About Other Obligations

The company’s directors, officers, employees and consultants generally have other legal and contractual ‘obligations ‘to ‘Fluent. ‘This ‘Code ‘is ‘not ‘intended ‘to ‘reduce ‘or ‘limit ‘any ‘other ‘obligations ‘that ‘you ‘may have to the company. Instead, the standards in this Code should be viewed as the minimum standards that the company expects from its colleagues in the conduct of the company’s business.

Standards of Conduct

Workplace Environment

Fluent is committed to a respectful, positive, collaborative and inclusive work environment, where ‘directors, ‘officers, ’employees ‘and ‘consultants ‘can ‘reach ‘their ‘fullest ‘potential.

How we treat one another

At Fluent, we treat each other with respect, dignity and honesty. This means that everyone is entitled to ‘work ‘in ‘an ‘environment ‘that ‘is ‘free ‘of ‘all ‘forms ‘of ‘harassment ‘and ‘discrimination, ‘including:

  • Unwelcome remarks, gestures or physical contact;
  • The display or circulation of offensive, derogatory or sexually explicit pictures or other materials, including by email and on the Internet;
  • Offensive or derogatory jokes or comments, whether explicit or by innuendo; ‘and
  • Verbal or physical abuse, threats or violent behavior.

To that end, Fluent prohibits discrimination, harassment and bullying in any form — verbal, physical or visual. If you believe you’ve been bullied or harassed by anyone at Fluent, or by a Fluent partner or vendor, we strongly encourage you to immediately report the incident to Legal, the Compliance Officer, your supervisor or Human Resources. Similarly, managers who learn of any such incident must immediately report it to Legal, the Compliance Officer or Human Resources. Such persons ‘will ‘promptly investigate ‘any complaints ‘and ‘take ‘appropriate ‘action.

This section should be read in conjunction with Fluent’s Sexual Harassment Policy, which can be found in the Employee Handbook and the Fluent ADP website.

How we treat users and clients

‘Superior ‘user ‘service ‘and ‘quality ‘relationships ‘with ‘clients ‘are ‘top ‘priorities ‘at ‘Fluent. ‘We ‘strive ‘to make every user’s experience rewarding and fulfilling, and to make every client relationship first rate’. ‘We ‘treat ‘our ‘users ‘and ‘clients ‘as ‘we ‘treat ‘one ‘another ‘– ‘with ‘respect, ‘dignity ‘and honesty.

‘If ‘at ‘any ‘time ‘you ‘feel ‘that ‘users ‘or ‘clients ‘are ‘not ‘being ‘well-served, ‘don’t ‘be ‘bashful ‘– ‘let ‘the Compliance ‘Officer, ‘your ‘manager ‘or ‘others ‘within ‘the ‘company ‘know ‘about ‘it. ‘Continually ‘improving our products and services, the user experience and client relationships requires a commitment from the entire organization. We ‘are ‘proud ‘that ‘Fluent’s ‘people ‘champion ‘our ‘users ‘and ‘clients ‘and ‘take ‘the ‘initiative ‘to ‘step ‘forward when user and client interests are at stake.

Diversity

Fluent respects diversity in each other, our users, clients and vendors and all others with whom the company interacts. Fluent actively creates and promotes an environment that is inclusive of all people and their unique abilities and strengths. We recognize and value that diversity and inclusion are a strategic and ‘competitive ‘business ‘advantage ‘for ‘the ‘company.

Service at Fluent is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment based on race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, ‘marital ‘status, ‘mental ‘or ‘physical ‘disability, ‘medical ‘condition, ‘sexual ‘orientation ‘or ‘any ‘other characteristics protected by law. We may also make reasonable accommodations to meet our ‘obligations ‘under laws protecting the rights of the disabled.

As we continue to grow, embracing diversity and inclusion in every aspect of our business — from the ‘way we work together to the way we procure goods and services — is vital to our long-term success.

Our goal is to become the most diverse, inclusive and respectful workplace in our industry by working towards full equity, a positive environment and recognizing the many strengths and talents that our colleagues bring to our workplace.

Compliance with Laws/Business Practices

Fluent colleagues are expected to act within the bounds of applicable laws, rules and regulations wherever we do business, the application of which can be complex and fact-dependent. If you have any questions about the applicability or interpretation of any law, rule or regulation, you should contact the Compliance Officer or Legal.

Sales Practices and Marketing

Fluent competes on the merits of our products and services in all sales practices and marketing. Our communications with users and clients should be truthful, accurate and transparent. When we say something about our products and services, we should be able to substantiate it. When we are describing our programs to users and clients, we should do so in a clear, concise and truthful manner.

Competition

‘Fair ‘competition ‘laws ‘are ‘intended ‘to ‘promote ‘vigorous ‘competition ‘in ‘a ‘free ‘market. ‘It ‘is ‘in ‘Fluent’s best interest to promote free and open competition. To that end, Fluent must make its own business decisions, free from understandings or agreements with competitors or suppliers that restrict competition. Fair competition laws generally prohibit the following conduct:

  • Discussing or agreeing to pricing, production or markets with competitors;
  • Agreeing with competitors to boycott a supplier or client or to control market prices;
  • Sharing competitively sensitive information, such as prices, costs or market distribution, with competitors; and
  • Inducing a third party to breach an existing agreement, such as a non-disclosure or other agreement.

Fair competition laws are complex and fact-dependent and may apply in counter-intuitive ways. We ‘encourage ‘you ‘to ‘raise ‘questions ‘about ‘information ‘sharing ‘with ‘competitors ‘or ‘other ‘aspects ‘of competition ‘law ‘with ‘the ‘Compliance ‘Officer ‘or ‘Legal.

Insider Trading

You must familiarize yourself with Fluent’s Insider Trading Policy. It describes companywide policies that address the risks of insider trading, such as a prohibition on Fluent employees hedging Fluent stock and periodic blackout windows when no Fluent employee may trade Fluent stock.

Anti-Bribery Laws/Gifts/Kickbacks

Like all businesses, Fluent is subject to many laws, both U.S. and non-U.S., that prohibit bribery in virtually every kind of commercial setting. No director, officer, employee or consultant may offer or give ‘(directly ‘or ‘indirectly) ‘any ‘gift, ‘favor, ‘kickback ‘or ‘other ‘improper ‘payment ‘or ‘consideration ‘to ‘any customer, ‘supplier, ‘government ‘official, ‘including, ‘without ‘limitation, ‘any foreign ‘government ‘official, or any other person for assistance or influence concerning any transaction affecting the company. No ‘director, ‘officer, ’employee ‘or ‘consultant ‘may ‘ask ‘for ‘or ‘accept ‘(directly ‘or ‘indirectly) ‘any ‘gift, ‘favor, kickback or other improper payment or consideration from a customer, government official or any other person in consideration for assistance or influence concerning any transaction affecting the company.

‘Anyone ‘aware ‘of ‘a ‘person ‘offering, ‘giving, ‘asking ‘for ‘or ‘accepting ‘an ‘offer ‘of ‘a ‘gift, ‘gratuity ‘or ‘other personal consideration to influence a business transaction affecting the company should report the ‘same ‘to ‘the ‘Compliance ‘Officer ‘or ‘through ‘the ‘procedures ‘established ‘from ‘time ‘to ‘time ‘by ‘the ‘Audit Committee of the Board of Directors for the receipt, retention, and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, as set forth below.

‘These ‘provisions ‘are ‘not ‘intended ‘to ‘apply ‘to ‘routine, ‘reasonable ‘business ‘entertainment ‘or ‘gifts ‘of minor value customary in local business relationships, provided that no laws or company policies are violated. If you’re unsure, it’s in your best interest to consult with ‘the ‘Compliance ‘Officer or Legal.

Conflicts of Interest

If you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends or your family at the expense of Fluent, our users or our clients, you may be faced with a conflict of interest. A conflict of interest exists when any personal interest or activity interferes or appears to interfere with the duties that you perform at, or owe to, Fluent. A conflict of interest may unconsciously influence even the most ethical person, and the mere appearance of a conflict may cause ‘your ‘acts ‘or ‘integrity ‘to ‘be ‘questioned. ‘All ‘of ‘us ‘should ‘endeavor ‘to ‘avoid ‘conflicts ‘of ‘interest ‘and circumstances that reasonably present the appearance of a conflict.

Below are some of the most common examples of several areas where conflicts of interest often arise. In each of these situations, the rule is the same — if you are considering entering a business ‘situation ‘that ‘may ‘create ‘a ‘conflict ‘of ‘interest, ‘or ‘the ‘appearance ‘of ‘a ‘conflict ‘of ‘interest, ‘or ‘you ‘find yourself in such a situation, you must follow the Approval Procedures described below.

Finally, it is important to understand that as circumstances change, a situation that previously didn’t present a conflict of interest may present one, or the assumptions upon which a potential conflict of interest was previously approved may no longer be true. In these circumstances, you should again ‘follow ‘the ‘Approval ‘Procedures ‘described ‘below.

Personal Investments

Personal investments in companies that are Fluent competitors or business partners represent a conflict of interest when the investment might cause, or appear to cause, you to act in a way that could harm

‘Fluent. ‘When ‘determining ‘whether ‘a ‘personal ‘investment ‘creates ‘a ‘conflict ‘of ‘interest, ‘consider ‘the relationship between the business of the outside company, Fluent’s business and what you do at Fluent, including whether the company has a business relationship with Fluent that you can influence, and the extent to which the outside company competes with Fluent. You should also consider (1) any overlap between your specific role at Fluent and the partner’s business, (2) the significance of the investment, including ‘the size ‘of ‘the investment ‘in ‘relation ‘to ‘your ‘net ‘worth, ‘(3) ‘whether ‘the ‘investment ‘is ‘in ‘a ‘public or private company, (4) your ownership percentage of the company, and (5) the extent to which the investment gives you the ability to manage and control the outside company. If any personal investment may invoke any of these concerns, you should follow the Approval Procedures.

Outside Business Opportunities and Consulting Arrangements

Accepting any opportunity, advisory position or board seat with Fluent competitors or business partners ‘represents ‘a ‘conflict ‘of ‘interest ‘when ‘your ‘judgment ‘could ‘be, ‘or ‘could ‘appear ‘to ‘be, ‘influenced ‘in ‘a way ‘that ‘could ‘harm ‘Fluent. ‘Additionally, ‘board ‘seats ‘come ‘with ‘fiduciary ‘obligations ‘that ‘can ‘make them particularly tricky from a conflict-of-interest perspective.

Business opportunities discovered through your work here belong first to Fluent.

You must follow the Approval Procedures described below before accepting any position or business opportunity described in this section.

Nepotism; Potentially Conflicting Relationships

Participating in the management of or decision-making regarding potential or existing Fluent business relationships that involve your relatives, spouse or significant other or close friends creates a conflict of interest. This includes being the hiring manager for a position for which your relative or close friend is being considered or being a relationship manager for a company associated with your spouse or significant other.

To be clear, just because a close friend, relative, spouse or significant other works at Fluent or becomes a Fluent competitor or business partner doesn’t mean there is a conflict of interest. However, if you are ‘also ‘involved ‘in ‘that ‘Fluent ‘business ‘relationship, ‘it ‘can ‘be ‘very ‘sensitive. ‘The ‘right ‘thing ‘to ‘do ‘in ‘that situation is to discuss the relationship with the Compliance Officer, Human Resources or Legal.

Following such discussion, depending on the circumstances, you may be required to follow the Approval Procedures described below.

Gifts and Entertainment

Accepting gifts, entertainment and other business gestures from a Fluent competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant. A gift or favor should not be accepted or given if it might create a sense of obligation, compromise your professional judgment or create the appearance of doing so. In deciding whether a gift is appropriate, you should consider its value and whether public disclosure of the gift would embarrass you or Fluent.

‘The above is not intended to apply to routine, reasonable business entertainment or gifts of minor value customary in local business relationships, provided that no laws or Fluent policies are violated and the gift doesn’t create the appearance of impropriety. Apart from these circumstances, if you or your family members receive a gift (including money), you must notify the Compliance Officer, your manager or Legal, and you may be required to take appropriate measures to return, dispose of or convey the gift to

the company. Anyone aware of a person offering, giving, asking for or accepting an offer of a gift, gratuity or other personal consideration to influence a business transaction affecting Fluent should report the same to the Compliance Officer or through the procedures established from time to time by the Audit Committee for the receipt, retention, and treatment of complaints received by the company ‘regarding ‘accounting, ‘internal ‘accounting ‘controls ‘or ‘auditing ‘matters.

Approval Procedures

‘Any ‘transaction ‘or ‘relationship ‘that ‘reasonably ‘could ‘be ‘expected ‘to ‘give ‘rise ‘to ‘a ‘conflict ‘of ‘interest should be reported promptly to your immediate manager or the Compliance Officer. The manager may notify the Compliance Officer, and the Compliance Officer may notify the Board of Directors or a committee thereof, as he or she deems appropriate. Actual or potential conflicts of interest involving a director or executive officer should be disclosed directly to the Board of Directors and the Chairman of the Corporate Governance and Nominating Committee. No director, officer, employee or consultant ‘may ‘engage ‘in ‘an ‘activity ‘representing ‘a ‘conflict ‘of ‘interest ‘without ‘appropriate ‘approval ‘from ‘a manager or the Compliance Officer. Directors and officers must receive approval in accordance with the company’s policies and procedures regarding related person transactions, overseen by the Audit Committee of the Board of Directors.

Proprietary Information

‘While ‘working ‘for ‘Fluent, ‘you ‘will ‘likely ‘gain ‘some ‘knowledge ‘and ‘information ‘that ‘is ‘non-public ‘and belongs ‘to ‘the ‘company. ‘Employees ‘are ‘trusted ‘with ‘maintaining ‘the ‘confidentiality ‘of ‘this ‘valuable information, and in many instances are obligated to keep such information confidential pursuant to the ‘terms ‘of ‘their ’employment ‘or ‘service. ‘Additionally, ‘we ‘remind ‘you ‘that ‘you ‘must ‘adhere ‘to ‘Fluent’s Insider Trading Policy, which applies to material non-public information relating to other companies, including Fluent’s customers, vendors and suppliers.

Fluent’s information should be used only for company purposes and should not be disclosed to anyone outside of the company. Even within the company, only those individuals who truly need to know the ‘information ‘to ‘conduct ‘their ‘business ‘should ‘have ‘access ‘to ‘confidential ‘information. ‘If ‘you ‘leave Fluent, you must return and delete from any personal devices (phones, computers, external zip or hard ‘drives, ‘tablets ‘cloud ‘storage, ‘etc.) ‘all ‘company ‘materials ‘and ‘property.

‘Fluent is ‘committed to ‘being ‘fair ‘in ‘areas ‘of confidential ‘information ‘and materials. ‘Just ‘as ‘we ‘take ‘care to protect our own information, Fluent respects the information of others. Here are some basic rules to follow:

  • Do not bring or use any material containing confidential information from prior employers to Fluent;
  • ‘Do ‘not ‘accept ‘or ‘use ‘anyone ‘else’s ‘confidential ‘information ‘(or ‘agree ‘to ‘maintain anyone’s information in confidence) or solicit confidential information from another ‘company’s ‘present ‘or ‘former ’employees ‘or ‘vendors, ‘except ‘pursuant ‘to ‘a ‘written agreement ‘appropriately ‘authorized ‘and ‘approved ‘by ‘Fluent;
  • Do not engage in espionage;’ and
  • Be transparent in obtaining information about the marketplace.

Protection and Use of Fluent Assets

Because you serve Fluent and as provided in the agreement you executed when you joined the company, the things you create for Fluent belong to the company. This includes inventions, discoveries, ideas, improvements, software programs and works of authorship. This work product is Fluent’s property if it is created or developed, in whole or in part, on company time, as part of your duties and/or using company resources or information.

Fluent’s intellectual property, including trademarks, logos, copyrights and trade secrets, is among its most valuable assets. Unauthorized use can lead to their loss or serious loss of value. You are expected ‘to ‘respect ‘all ‘copyright ‘and ‘other ‘intellectual ‘property ‘laws, ‘including ‘laws ‘governing ‘the ‘fair ‘use ‘of copyrights, trademarks and brands. You must never use Fluent’s logos, marks or other protected ‘information ‘or ‘property ‘for ‘any ‘personal ‘purpose ‘or ‘outside ‘business ‘or ‘commercial ‘venture ‘without pre-clearance from the Compliance Officer. We expect you to report any suspected misuses of trademarks, logos or other Fluent property to the Compliance Officer or Legal.

When Fluent uses the work product of others, including our clients or other companies, for promotional ‘purposes, ‘we ‘are ‘obligated ‘to ‘follow ‘their ‘contractual ‘terms ‘and ‘conditions ‘and ‘applicable ‘law. ‘For example, you should only use software for which you have a valid license and should only use that ‘software ‘in ‘accordance ‘with ‘the ‘terms ‘of ‘the ‘license. ‘Written ‘materials ‘may ‘be subject ‘to ‘copyright ‘protection ‘and, ‘if ‘so, ‘should ‘be ‘copied ‘only ‘as ‘permitted. ‘Use ‘caution, ‘as ‘not ‘all copyrighted materials bear a notice.

Competitors and Former Employers

We respect our competitors and want to compete with them fairly. We do not want any of their confidential information that we have not been authorized to receive. The same goes for confidential ‘information ‘belonging ‘to ‘any ‘Fluent ’employee’s ‘former ’employers. ‘If ‘an ‘opportunity ‘arises ‘to improperly use a competitor’s or former employer’s confidential information, do not do it. Should you ‘happen ‘to ‘come ‘into ‘possession ‘of ‘a ‘competitor’s ‘confidential ‘information ‘that ‘we ‘haven’t ‘been authorized to receive, contact the Compliance Officer or Legal immediately.

‘Likewise, ‘you ‘are ‘expected ‘to ‘respect ‘the ‘intellectual ‘property ‘rights ‘of ‘others. ‘Inappropriate ‘use ‘of others’ intellectual property may expose Fluent and you to criminal and civil fines and penalties. Please seek advice from the Compliance Officer or Legal before you solicit, accept or use proprietary information from individuals outside the company or let them use or have access to Fluent’s proprietary information. You should also check with the Compliance Officer or Legal if you are developing a product that uses content not belonging to Fluent.

Use and Retention of Company Records

You are expected to manage information in such a way that supports the needs of the business while ensuring efficiency, security and compliance with any legal or regulatory requirements. This policy applies to records maintained in all forms at Fluent, including paper and electronic records.

If you are responsible for preparing or maintaining any Fluent records, please familiarize yourself with Fluent’s Records Retention Policy and Guidelines and specifically the retention periods that apply to the records you keep. Fluent’s Records Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that legal requirements, accounting rules and other external sources sometimes specify longer retention periods for certain types of records, and any such longer requirements control where applicable. Also remember that there are strict rules relating ‘to ‘the ‘processing ‘and ‘handling ‘of ‘proprietary ‘and ‘personally ‘identifiable ‘information. ‘This ‘includes collecting, storing, using, amending, disclosing and destroying of certain information. See “Privacy and Data Security” below.

You must not knowingly destroy or discard information that is subject to a legal hold. Records relevant to a legal action cannot be destroyed or discarded and must be preserved. If Fluent receives a subpoena (or other form of legal order), a request for records or other legal papers, or if we have reason to believe that such a request or demand is likely, the company policy is to retain all information that is relevant to ‘the ‘matter. ‘In ‘addition, ‘if ‘asked ‘by ‘Legal ‘to ‘retain ‘records ‘relevant ‘to ‘a ‘litigation, ‘audit ‘or ‘investigation, do so until Legal tells you retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact Legal.

Financial Integrity and Responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This includes ‘more ‘than ‘just ‘accurate ‘reporting ‘of ‘our ‘financials, ‘though ‘that’s ‘certainly ‘important. ‘The ‘money ‘we spend on behalf of Fluent is not ours; it belongs to the company. Each person at Fluent — not just those in Finance — has a role in making sure that money is appropriately spent, our financial records are ‘complete ‘and ‘accurate, ‘and ‘internal ‘controls ‘are ‘followed. ‘This ‘matters ‘every ‘time ‘we ‘hire ‘a ‘new vendor, expense something to Fluent, sign a new business contract or enter any deals on Fluent’s behalf.

‘To ‘make ‘sure ‘that ‘we ‘get ‘this ‘right, ‘Fluent: (i) leverages Tropic, an AI-driven spend-management system, to help us track, optimize, reduce the cost of and oversee the allocation of resources for vendors, service providers and software; and (ii) ‘maintains ‘a ‘system ‘of ‘internal ‘control ‘over ‘financial reporting to reinforce our compliance with legal, accounting, tax and other regulatory requirements. All directors, officers, employees and consultants are required to adhere to our system of internal controls including, seeking pre-approval from your direct manager for all proposed material expenditures (outside of run-of-the-mill T&E), who will then create a task in Tropic so that it can be routed through the appropriate channels for final approval. You should contact the Compliance Officer, Legal or Finance if you have any questions about financial ‘integrity ‘and ‘responsibility, ‘including ‘internal ‘controls. ‘Below ‘are ‘some ‘core ‘concepts ‘that ‘lie ‘at ‘the foundation ‘of financial ‘integrity and ‘fiscal ‘responsibility here ‘at Fluent.

Spending Fluent’s Money

When you submit an expense for reimbursement or spend money on Fluent’s behalf, the cost should be reasonable, directly related to company business and supported by appropriate documentation. You should record the business purpose and comply with other submission requirements. If you are uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager.

Entering an Agreement

Each time you enter into a business transaction on Fluent’s behalf, there should be documentation recording that agreement, approved by Legal. All contracts at Fluent should be in writing and should ‘contain ‘all ‘the ‘relevant ‘terms ‘to ‘which ‘the ‘parties ‘are ‘agreeing. ‘Fluent ‘does ‘not ‘permit ‘side agreements that are intended to conceal the actual terms of an agreement or relationship, whether oral or written.

Recording Transactions

If your job involves the financial recording of our transactions, make sure that you are familiar with all the Fluent policies that apply. Immediately report to the Compliance Officer, Finance and Legal any transactions that you think are not being recorded correctly.

Quality of Public Disclosures

‘Fluent ‘is ‘committed ‘to ‘providing ‘its ‘stockholders ‘with ‘information ‘about ‘its ‘financial ‘condition ‘and results of operations as required by the securities laws of the United States. Fluent maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the company in the reports that it files with or submits to the Securities and Exchange Commission is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Officers, employees and consultants who are responsible for these filings and disclosures, including the company’s principal executive, financial and accounting officers, should use reasonable judgment and perform their responsibilities honestly, ethically and objectively in accordance with these disclosure controls and procedures order to ensure that this disclosure policy is fulfilled.

Improper Influence of Auditors

‘No ‘director, ‘officer, ’employee ‘or ‘consultant ‘may ‘take ‘any ‘action ‘to ‘fraudulently ‘influence, ‘coerce, manipulate or mislead Fluent’s outside auditor for the purpose of rendering those financial statements materially misleading.

Reporting Financial or Accounting Irregularities

You should never interfere in any way with the auditing of Fluent’s financial records. Similarly, you should never falsify any record or account, including time and vacation reports, expense accounts or any other Fluent records. If you suspect or observe any of the conduct mentioned above or any ‘irregularities ‘relating ‘to ‘financial ‘integrity ‘or ‘fiscal ‘responsibility, ‘no ‘matter ‘how ‘small, ‘immediately report them to the Compliance Officer or Legal.

Privacy and Data Security

We respect the privacy of our users, our coworkers and others with whom we conduct business, and we handle their personal and private information with care. Protection of any and all personal information ‘is ‘entrusted ‘to ‘us. ‘Preserving ‘that ‘trust ‘requires ‘that ‘each ‘of ‘us ‘respect ‘and ‘protect ‘the ‘privacy ‘and security ‘of ‘that ‘information. ‘Our ‘security ‘procedures ‘strictly ‘limit ‘access ‘to ‘and ‘use ‘of ’employer ‘and users’ personal information and require that each of us take measures to protect user data from unauthorized access. Know your responsibilities under these procedures, and collect, use and access ’employee ‘and ‘users’ ‘personal ‘information ‘only ‘as ‘authorize.

Community Involvement

Fluent understands the need for balance between work, personal and family life, and we encourage you to be involved in your communities. However, you should not express your personal beliefs as representative of those of Fluent.

You may keep your personal activities outside of the workplace confidential, but always keep in mind that your activities and conduct can affect perceptions of the Fluent brand and service. If you speak out on public issues or in a public forum, you do so in your individual capacity, and you should not give the appearance of speaking or acting on Fluent’s behalf. This is particularly important with the rise of social networking media. You must always be aware that such services are increasingly being monitored by clients, colleagues and regulators alike. You must adhere to any social media policy and communications policy that Fluent adopts.

Compliance Procedures

Communication of Code

All directors, officers, employees and consultants will be supplied with a copy of this Code upon beginning service at the company. Updates of this Code will be provided from time to time. A copy of this Code is also available by requesting one from the Compliance Officer or by accessing the company’s website.

Monitoring Compliance and Disciplinary Action

The Corporate Governance and Nominating Committee of Fluent’s Board of Directors oversees ‘administration ‘of ‘this ‘Code. ‘Its ‘oversight ‘responsibilities ‘include:

  • monitoring compliance with this Code, including the establishment of monitoring systems that are reasonably designed to investigate and detect conduct in violation of this Code, and
  • when appropriate, imposing and enforcing appropriate disciplinary measures for violations of this Code.

Provisions of this Code relating to accounting, internal accounting controls or auditing matters are also ‘the ‘responsibility ‘of ‘the ‘Audit ‘Committee ‘of ‘the ‘Board ‘of ‘Directors. ‘The ‘Board ‘of ‘Directors, ‘the Corporate Governance and Nominating Committee and/or the Audit Committee may delegate monitoring and oversight to members of Fluent’s management, and by adoption of this Code, have ‘done ‘so ‘with ‘respect ‘to ‘the ‘delegations ‘to ‘the ‘Compliance ‘Officer.

Disciplinary measures for violations of this Code may include, counseling, oral or ‘written ‘reprimands, ‘warnings, ‘probation ‘or ‘suspension ‘with ‘or ‘without ‘pay, ‘demotions, ‘reductions ‘in salary, termination of employment or service and restitution.

Reporting Concerns/Receiving Advice

Communication Channels

Be Proactive. Every director, officer, employee and consultant is expected to act proactively by asking questions, seeking guidance and reporting violations of this Code and other policies and procedures of the company, as well as any violation of applicable law, rule or regulation arising in the conduct of the company’s business or occurring on the company’s property. If any director, officer, employee or consultant believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate this Code, they are expected to bring the matter to the attention of the Compliance Officer or report the matter through the procedures discussed herein.

Seek Guidance. The best starting point for an officer, employee or consultant seeking advice on ethics- ‘related ‘issues ‘or ‘reporting ‘potential ‘violations ‘of ‘this ‘Code ‘will ‘usually ‘be ‘their ‘immediate manager. However, if the conduct in question involves their immediate manager if the officer, employee or consultant has reported the conduct in question to their immediate manager and does not believe that they have dealt with it properly, or if the officer, employee or consultant does ‘not ‘feel ‘that ‘they ‘can ‘discuss ‘the ‘matter ‘with ‘their ‘immediate ‘manager ‘the ‘officer, employee or consultant may raise the matter with the Compliance Officer or Legal.

Communication Alternatives. Any officer, employee or consultant may communicate with the ‘Compliance ‘Officer ‘or ‘Legal ‘by ‘any ‘of ‘the ‘following ‘methods:

  • ‘In writing (which may be done anonymously as set forth below under “Reporting; ‘Anonymity; ‘Retaliation”), ‘addressed ‘to ‘the ‘Compliance ‘Officer ‘or ‘to ‘the ‘“Legal Department” or by U.S. mail to 300 Vesey Street, 9th Floor, New York, NY 10282, ‘Attention: ‘Chief ‘Compliance ‘Officer ‘or ‘“Legal ‘Department”; ‘or
  • Confidentially by phone (888-445-0461) or by e-mail to fluent@signius.com, which are maintained by Signius, Fluent’s third party whistleblower hotline.

Reporting Accounting and Other Concerns. Any concerns or questions regarding potential violations of this Code, any other company policy or procedure or applicable law, rules or regulations involving ‘accounting, ‘internal ‘accounting ‘controls ‘or ‘auditing ‘matters ‘may ‘also ‘be ‘directed ‘to ‘the ‘Audit Committee or a designee of the Audit Committee or to Signius, at the telephone number or e-mail address noted above. Officers, employees and consultants may communicate with the Audit Committee in writing to 300 Vesey Street, 9th Floor, New York, NY 10282, Attention: Chairman of the Audit Committee or using the whistleblower hotline maintained by Signius. Officers, employees and consultants may use the above methods to communicate anonymously with the Audit Committee.

Misuse of Reporting Channels. Officers, employees and consultants may not use these reporting ‘channels ‘in ‘bad ‘faith ‘or ‘in ‘a ‘false ‘or ‘frivolous ‘manner.

Reporting; Anonymity; Retaliation

When reporting suspected violations of this Code, the company prefers that officers, employees and ‘consultants ‘identify ‘themselves ‘in ‘order ‘to ‘facilitate ‘the ‘company’s ‘ability ‘to ‘take ‘appropriate ‘steps ‘to address the report, including conducting any appropriate investigation. However, the company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously. If an officer, employee or consultant wishes to remain anonymous, they may do so, and the ‘company ‘will ‘use ‘reasonable ‘efforts ‘to ‘protect ‘the ‘confidentiality ‘of ‘the ‘reporting ‘person ‘subject ‘to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously, however, the company may not have enough information to investigate or otherwise investigate or evaluate the allegations. Accordingly, colleagues who make reports anonymously should provide as much detail as is reasonably necessary to permit the company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.

No Retaliation

The company expressly forbids any retaliation against any officer, employee or consultant who, acting in good faith, reports suspected misconduct. Any person who participates in any such retaliation is subject to disciplinary action, including termination.

Waivers and Amendments

‘No ‘waiver ‘of ‘any ‘provisions ‘of ‘this ‘Code ‘for ‘the ‘benefit ‘of ‘a ‘director ‘or ‘an ‘executive ‘officer ‘(which includes without limitation, for purposes of this Code, the company’s principal executive, financial and accounting officers) will be effective unless:

  • approved by the Board of Directors or, if permitted, a committee thereof, and
  • if applicable, such waiver is promptly disclosed in accordance with applicable United States securities laws and/or the rules and regulations of the NASDAQ Stock Market, as the case may ‘be.

Any waivers of this Code for other employees or consultants may be made by the Compliance Officer, ‘the ‘company’s ‘Chief ‘Executive ‘Officer, ‘the ‘Board ‘of ‘Directors ‘or, ‘if ‘permitted, ‘a ‘committee ‘thereof.

All amendments to this Code must be approved by the Corporate Governance and Nominating Committee and recommended to the Board of Directors and, if applicable, must be promptly disclosed in accordance with applicable United States securities laws and/or the rules and regulations of the ‘NASDAQ ‘Stock ‘Market, ‘as ‘the ‘case ‘may ‘be.

Conclusion

Fluent is committed to distinguishing itself from other companies through its high standards for ethical conduct. ‘We ‘expect ‘all ‘Fluent ’employees ‘to ‘be ‘guided ‘by ‘both ‘the ‘letter ‘and ‘the ‘spirit ‘of ‘this ‘Code. ‘It’s impossible to spell out every possible ethical scenario one might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. Sometimes, ‘identifying ‘the ‘right ‘thing ‘to ‘do ‘isn’t ‘an ‘easy ‘call. ‘If ‘you ‘are ‘not ‘sure, ‘don’t ‘be ‘afraid ‘to ‘ask!