ex141.htm

Underlying the way we do business at Clicker Inc.(“CLICKER”) is one fundamental principle: use good judgment. To give a context for using good judgment, set forth below are some of the basic legal and ethical parameters under which CLICKER operates. CLICKER is a publicly held company, and as such, has a responsibility to its shareholders to pay constant attention to all legal and ethical boundaries and to comply with all applicable laws. CLICKER has the same obligation to the communities in which it does business and to the customers with whom it does business.

Although no two situations are alike, CLICKER aims for consistency and balance when encountering any ethical issues. At the same time, CLICKER understands that each employee is responsible for his or her own actions. No one will be excused for misconduct directed or requested by someone else. Part of your job and ethical responsibility is to help enforce these ethics guidelines. You should be alert to possible violations and report possible violations to the Human Resources Department or CLICKER’s management. You must cooperate in any internal or external investigations of possible violations. Reprisals, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, these ethics guidelines or other CLICKER policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

·	CLICKER expects its employees, including those of its subsidiaries worldwide, and third parties with whom CLICKER does business, to maintain the highest standards of business conduct.
·	CLICKER expects its employees to be totally honest and ethical in all CLICKER business dealings.
·	CLICKER expects its employees to avoid situations where a conflict of interest might occur or appear to occur.
·	CLICKER expects its employees to respect the confidentiality of CLICKER information and the information of third parties, including our customers and our vendors.
·	CLICKER conducts its business in accordance with all applicable laws and rules, and in such a way as to attain the highest standards of corporate citizenship, and expects the same of those with whom we do business.
·	CLICKER conducts its business so that the communities in which we operate are benefited by our presence.

CLICKER encourages a creative, culturally diverse, and supportive work environment. CLICKER will not tolerate discrimination, harassment, slurs, jokes or threats based on a person’s race, color, sex, sexual orientation, gender identity characteristics or expression, religion, national origin, age, marital status, disability, or veteran status. This applies to employees, applicants for employment, or others who may be present in the workplace at any CLICKER location.

CLICKER’s success is a direct result of its technologically innovative products. The company’s continued success and growth depends on our ability to preserve the confidentiality of our confidential, proprietary and trade secret information, as well as that of others in our possession. Each CLICKER employee has the duty to respect and protect the confidentiality of all such information. Employees (including temporary workers, consultants, independent contractors and members of the Board of Directors) are expected to read and to comply with CLICKER’s information protection practices, including information classification, and procedures for handling confidential information.

No CLICKER employee, employee of a temporary agency, or independent contractor shall disclose any CLICKER confidential, proprietary, or trade secret information to an outside party unless an authorized CLICKER representative has previously signed an appropriate agreement or license approved by CLICKER’s management. No CLICKER employee, employee of a temporary agency, or independent contractor shall use or disclose to any other party any confidential, proprietary, and trade secret information in CLICKER’s possession belonging to a third party unless authorized by the third party to do so, and until the party receiving the information has signed an appropriate confidentiality agreement with CLICKER.

To protect CLICKER’s interests in its research and development investment, any unsolicited third-party confidential information sent to CLICKER must be refused or, if inadvertently received by an CLICKER employee, sent to CLICKER’s management for appropriate disposition. Employees must be careful not to use or disclose, at CLICKER, information of former employers or other third parties.

CLICKER has specific policies regarding who can communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the management of the company. CLICKER has designated its CEO, CFO and Secretary and as official CLICKER spokespeople for financial matters. CLICKER has designated these officers as official CLICKER spokespeople for marketing, technical and other such information. Unless authorized by the CEO, these designees are the only people who may communicate with the press and financial analysts.

CLICKER equipment, networks and electronic systems (such as Internet access, voicemail, e-mail, instant messaging and CLICKER) are provided to help employees perform their duties while supporting CLICKER’s business needs, and are for CLICKER business use. CLICKER equipment, networks and electronic systems should be used only for CLICKER business-related purposes; incidental personal use is permitted on a limited basis. Use of CLICKER-owned equipment for non-CLICKER commercial use is prohibited.

CLICKER equipment, networks, mail and electronic systems are provided for use in conducting CLICKER business, so there should be no expectation of privacy in files, voicemail, e-mail or Internet use. Management may at any time review and monitor any CLICKER equipment, networks, mail or electronic systems, whether used for business or personal purposes, unless and to the extent that such review and monitoring is otherwise prohibited or limited by applicable law.

Conflicts of interest can compromise an employee’s business ethics. At CLICKER, a conflict of interest is any activity that is inconsistent with or opposed to CLICKER’s best interests, or that gives the appearance of impropriety. The way to identify a conflict is to decide whether there is potential for even the appearance of divided loyalty on the part of the CLICKER employee.

Common areas where conflicts of interest may occur are described below. Although these focus on employees, activities of employees’ family members, household members and other third parties in significant relationships with employees should also be examined for any circumstances which may give rise to a conflict of interest, impropriety, or ethical or legal risks, whether real or perceived, for CLICKER or the CLICKER employee (examples of significant relationships include domestic partners, dating relationships, and business partnerships outside of CLICKER).

Interests in other businesses. CLICKER employees must avoid any direct or indirect financial or other relationship that could cause divided loyalty. This type of relationship could include, for example, membership on the board of directors of an outside commercial or nonprofit enterprise. CLICKER employees must receive written permission from _______________ before beginning any employment, business, consulting, financial, or other relationship with another company if the proposed activity is in CLICKER’s present or reasonably anticipated future business; uses any CLICKER or third-party confidential, proprietary, or trade secret information; or relates to the services performed by the employee on behalf of CLICKER. This does not mean, however, that family members are precluded from being employed by one of CLICKER’s customers, competitors, or suppliers.

Projects or inventions. Before beginning work on any project or invention, outside the course and scope of an employee’s work for CLICKER, that will involve any CLICKER time, equipment, or materials, or that relates to CLICKER’s present or reasonably anticipated future business, CLICKER employees must receive the written permission of the CLICKER Senior Vice President for their organization.

Investments. Passive investments of not more than one percent of total outstanding shares of companies listed on a national or international securities exchange, or quoted daily by NASDAQ or any other board, are permitted without CLICKER’s approval, provided the investment is not so large that it creates the appearance of a conflict of interest, and provided it does not involve the improper use of confidential or proprietary information.

Family. CLICKER employees should avoid conducting CLICKER business with members of their families (and others with whom they have significant relationships) in another company or business, unless they have prior written permission from the CLICKER Senior Vice President for their organization. CLICKER employees must avoid a direct reporting relationship within CLICKER with any member of their family or others with whom they have a significant relationship. CLICKER employees must also avoid any direct or indirect financial, business, consulting, or other relationships that could cause divided loyalty, unless the employee has first obtained written permission from the CLICKER Senior Vice President for his or her organization.

This is not intended to preclude CLICKER from receiving or evaluating appropriate complimentary products and services. It is al so not intended to preclude CLICKER from making a gift of equipment to a company or an organization, provided that the gift is given openly, with full knowledge by the company or organization, and is consistent with applicable law and CLICKER’s business interests. It is also not intended to preclude CLICKER’s attendance at social functions, provided such attendance is approved by management and does not present a conflict of interest or the appearance of a conflict of interest.

In some circumstances, local custom in countries other than the United States may call for the exchange of gifts having more than nominal value as part of a business relationship. In these situations, gifts may be given or received only if they comply with written guidelines that have been approved by CLICKER’s managing director for the country. Such gifts may be accepted only on behalf of CLICKER (not an individual) and must be turned over to the Human Resources Department for appropriate disposition, in all cases, the exchange of gifts must be conducted so there is no appearance of impropriety.

Outside vendors (including temporary agencies and contractors). When dealing with any outside vendors or potential vendors, CLICKER employees must maintain the highest ethical standards. Only arm’s - length transactions should be conducted. Employees of outside vendors are also expected to maintain the highest ethical standards, including maintaining the confidentiality of any CLICKER and third-party information that they receive.

Honoraria. Speaking at events, when it is determined to be in CLICKER’s best interests, is considered part of an employee’s normal j ob responsibilities. Because employees will be compensated by CLICKER for most or all of their time spent preparing for, attending, and delivering presentations approved by management, employees should not request or negotiate a fee or receive any form of compensation from the organization that requested the speech, unless the employee first receives express written authorization from the CLICKER President for his or her organization.

These examples above do not list all possible conflicts, but do illustrate some of the conflicts of interest CLICKER employees must avoid. Ultimately, it is the responsibility of each individual to avoid any situation that would even appear to be a conflict of interest or to be improper. Each employee should feel free to discuss any potential conflict of interest situations with his or her manager or Human Resources.

Records count. They are a vital part of maintaining a high level of ethical business transactions. CLICKER records must be maintained and disposed of properly, in accord with established procedures and CLICKER policies. All business and accounting transactions must be fully and accurately described in CLICKER’s formal records, and payments on CLICKER’s behalf should never be made other than as described in the records. At CLICKER, there is never any reason for false or misleading entries, and there is no place for undisclosed or unrecorded funds, payments, or receipts.

CLICKER is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with these guidelines can be severe for CLICKER and its employees, agents and contractors, and failure to comply with these guidelines may subject an employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at CLICKER’s sole discretion.

A “legal hold” suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. CLICKER’s management determines and identifies what types of records or documents are required to be placed under a legal hold. Every CLICKER employee, agent and contractor must comply with this policy. Failure to comply with this policy may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at CLICKER’s sole discretion. CLICKER will notify you if a legal hold is placed on records for which you are responsible. You then must preserve and protect the necessary records in accordance with instructions from CLICKER. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains effective until it is officially released in writing by CLICKER. If you are unsure whether a document has been placed under a legal hold, you should preserve and protect that document while you check with CLICKER. If you have any questions about this policy you should contact CLICKER.

There is no upper limit on the quality of the products and services that we want to provide. Employees should at all times strive for the highest quality in all they do. No employee shall knowingly misrepresent in any way the condition of any products. Testing must be done in a manner that verifies that products are being designed and manufactured to meet all appropriate quality criteria. Accurate documentation of all tests must be appropriately maintained.

Unauthorized duplication of copyrighted computer software and other copyrighted materials violates the law and is contrary to CLICKER’s standards of conduct. CLICKER will not tolerate the making or use of unauthorized copies under any circumstances and will comply with the law and all license or purchase terms regulating the use of any software and other copyrighted materials we acquire or use.

·	Comply with applicable environmental, health, and safety laws and regulations in those countries in which we do business.
·	Adopt our own corporate standards for protection of human health and the environment.
·	Provide a safe work environment by integrating a comprehensive program of safety training and evaluation.
·	Strive to anticipate future environmental, health, and safety risks and regulatory requirements, and have a proactive approach to dealing with them whenever appropriate.

CLICKER’s Insider Trading Policy prohibits CLICKER employees from making transactions (i.e. buying or selling) in CLICKER stock, including options and derivatives like puts and calls, at any time when the employee may possess material information about CLICKER that has not been publicly disclosed. United States securities laws dictate this policy, and it applies to all executive officers, members of the Board of Directors, employees, consultants and contractors, including members of their immediate families, and members of their households, who receive or have access to material nonpublic information regarding CLICKER.

CLICKER employees should review CLICKER’s Insider Trading Policy for more information, and to determine if they are restricted from trading during blackout periods. A copy of this policy is available to CLICKER employees [on the Company’s website] or may be requested from CLICKER. We strongly urge all CLICKER employees to read the Insider Trading Policy, paying particular attention to the specific policies and the potential criminal and civil liability and/or disciplinary action for insider trading violations which may include termination of employment. Any questions about buying or selling CLICKER stock should be directed to the management of the Company.

Export laws that control commodities that various governments consider to be strategically important, usually because the information and products have the potential to be used for military purposes, regulate most of CLICKER’s confidential information and products. Compliance with export controls is critical to maintaining our good reputation in the international business community. All CLICKER employees, temporary employees, independent contractors and business partners must comply with CLICKER’s policies when exporting CLICKER products, working with technical data, traveling overseas, developing new products, and exporting third-party products.

Disclosure and certification requirements. In addition to CLICKER’s own general high standards imposed on all CLICKER employees, government agencies often place special disclosure and certification requirements on firms with which they do business. These requirements impose on CLICKER employees the need to be especially vigilant to ensure that our general business practices conform to special government pricing, contracting, and certification requirements” In certain situations, for example, CLICKER may have to certify that it is supplying the government with its lowest price charged to our commercial customers. CLICKER may also have to certify that its prices have been arrived at independently, that is, without any collaboration with a third party. CLICKER depends on all of its employees to make sure that these and other promises to the government are satisfied. Any doubts about such matters should be brought to the attention of CLICKER’s management.

Employment of former government employees. CLICKER is committed to observing all laws limiting the duties and types of services that former government and military employees may perform as CLICKER employees or as consultants to CLICKER. In the United States, for example, laws and regulations prohibit employment negotiations with any government employee while he or she is participating in a matter involving CLICKER’s interest. They also prohibit a former government employee from acting on behalf of CLICKER in a matter in which he or she participated substantially while employed by the government. State and local employees are often subject to similar limitations. Retired military officers have additional restrictions on their dealings with their former service. All questions in this area should be directed to CLICKER’s management.

Governments have wrestled with determining when a gift or gratuity is a “bribe” or merely a “courtesy”. As a result, in many instances government regulations prohibit giving what might seem like a simple courtesy to a governmental employee. For example, the regulations of various United States government bodies prohibit employees of contractor firms (firms doing business with the government in the U.S., or a subcontractor to those firms) from providing meals, refreshments, entertainment, token gifts, or other business courtesies to government employees or military personnel. Even if a particular country does not prohibit the above activities, the U.S. Foreign Corrupt Practices Act places restrictions on American companies, and their local subsidiaries, doing business with governmental agencies outside of the United States.

There are some exceptions, though. For example, in many countries, but not the United States, it is considered common courtesy to provide small gifts on certain occasions to government officials. Within limits appropriate to the country, such gifts may be permissible (see the discussion of the Foreign Corrupt Practices Act, below). Also, serving lunch to participants (including government officials) in a business conference held on CLICKER premises is often not prohibited, if the purpose is to make the best use of CLICKER’s time and that of any government employee. Seeking advice from the government employee in advance may help to avoid embarrassment and protect the interest of CLICKER employees. In other words, CLICKER employees-before offering even the most common amenities of this sort-should check with the government employee. If circumstances warrant, employees should check with CLICKER’s management to see if offering the courtesy is permissible in order to avoid situations that are potentially embarrassing or, possibly, illegal.

Kickbacks, bribes and the Foreign Corrupt Practices Act. Kickbacks and bribes to obtain business are against CLICKER’s business practices. They are also against the law in almost every country in the world. The U.S. Foreign Corrupt Practices Act makes it illegal for a United States citizen, a U.S. company and its U.S. and non-U.S. subsidiaries, and in some instances non-U.S. nationals, to offer or to give anything of value, directly or indirectly, to a foreign government official in order to gain or retain business or to obtain an unfair competitive advantage over competitors. Numerous countries have either passed similar laws or have committed to do so.

CLICKER employees may not, directly or indirectly, offer or give any payment or other gift (including equipment) that could even appear to be a bribe, kickback, payoff; or other irregular type of payment to a foreign government official to influence an official act or decision. More specifically, CLICKER employees may not make payments or give anything of value to foreign officials or their representatives for the purpose of gaining or maintaining business or gaining an improper advantage.

These prohibitions apply to giving something to a third party, such as an agent, reseller or lobbyist, with the intention that they give it to a foreign official or with the reasonable belief that the third party will do so. Before retaining third parties to represent CLICKER in any business relationships with a government agency, a thorough and careful analysis of their ownership structure and business reputation in their relationship with the government agencies and officials must be undertaken.

Facilitating payments exceptions. Payments that are customary in a foreign country and that are necessary to facilitate or expedite ministerial actions ordinarily performed by foreign officials-such as obtaining routine permits or licenses; processing visas and work permits; or receiving customs, police, mail, and inspection services-are not prohibited by the U.S. Foreign Corrupt Practices Act. In the United States, facilitating payments are neither customary nor legal, and are not allowed by CLICKER’s policy. Further, it is not generally CLICKER’s policy to favor facilitating payments outside the U.S., even though legally permitted by U.S. laws. Therefore, all such facilitating payments outside the U.S. in excess of US $100 require prior approval by CLICKER’s management, except in exigent circumstances. In all cases, such payments must be accurately recorded in expense reports and in CLICKER’s books and records.

Corporate contributions to political causes are illegal in many jurisdictions and electoral processes. In those cases, no CLICKER assets-including employee work time, use of CLICKER premises or equipment-may be contributed to any political candidate, party, or campaign. Even in those cases when political contributions are legal, no company contributions shall be made without permission from CLICKER’s management. CLICKER employees may participate in any political activities of their choice on an individual basis, with their own money, and on their own personal time, subject to all applicable laws and provided that their activities otherwise comply with CLICKER policies.

The economy of the United States, and of most nations in which CLICKER does business, is based on the principle that competition and profit will produce high-quality goods at fair prices. To ensure that this principle is allowed to thrive in the marketplace, most countries have laws prohibiting certain business practices that could inhibit the competitive process. CLICKER supports these laws not only because they are the law, but also because we believe in the free market and the idea that healthy competition is essential to our long-term success. CLICKER employees should keep these thoughts in mind while performing their jobs, because the penalties for violations can be very serious-both to CLICKER and to the individual.

Customers. Generally, CLICKER may choose the parties with which it wants to do business. CLICKER employees should follow established procedures to respond to persons and parties seeking a business relationship with CLICKER, and should treat all applicants with dignity and respect. CLICKER may not agree with other companies, whether they are competitors or not, to refrain from doing business with a particular buyer or vendor. CLICKER must make such decisions independently and without collaboration with third parties. In certain countries, CLICKER may not condition the sale of one product to a customer on a commitment by the customer that it will purchase a second product.

Competitors. CLICKER must be especially careful when dealing with competitors. For example, agreements with competitors that affect product or service pricing or output, or allocate customers or sales territories, are prohibited, because they are counter to the principle of free competition, and often illegal under applicable law. CLICKER employees must not discuss these topics with competitors, because there is no way to legally justify any understanding that might be reached that limits our competition with such companies. Also, CLICKER employees must not discuss terms of sale, costs, inventories, product plans, or any other confidential or proprietary information with a competitor. In some cases, the law may also view our resellers as our competitors when we are actually competing for the same types of customers in the marketplace.

Role of CLICKER’s Counsel. Whether they are termed antitrust, competition, or free trade laws, the rules are designed to keep the marketplace thriving and competitive. The foregoing is merely a brief overview of the many laws applicable to our business activities in the marketplace. Understanding and applying these laws to our business activities requires the involvement of CLICKER’s lawyers. CLICKER is committed to compliance, and the consequences of violations--or even the appearance of violations--can be severe for the company and individuals. If you have any questions or issues about these rules as they apply to CLICKER business activities, contact CLICKER’s lawyers for assistance.

It is essential that all employees be sensitive to possible violations of CLICKER’s business ethics-whether these violations occur in dealings with the government or the private sector, and whether they occur because of oversight or intention. Any CLICKER employee who has knowledge of possible violations must notify his or her manager or the Human Resources Department, as appropriate.

·	Questionable payments to agents, consultants, or professionals whose backgrounds have not been adequately investigated, who do not have signed contracts or letters of engagement, or whose association with CLICKER would be embarrassing if exposed.

·	Payroll-related expenditures, bonuses, awards, and non-cash gifts given to or by CLICKER employees without proper approval and adequate documentation.

·	Payments made in cash.

·	Checks drawn payable to “Cash” or “Bearer”.

·	Transfers to or deposits in the bank account of an individual, rather than in the account or the company with which CLICKER is doing business.

·	Bank accounts or property titles not in CLICKER’s name.

·	Billings made higher or lower than normal prices or fees, at a customer’s request.

·	Payments made for any purpose other than that described in supporting documents.

·	Payments made to employees of customers or agencies through intermediary persons or organizations, or that seem to deviate from normal business transactions.

·	Any large, abnormal, unexplained or individually approved contracts or expenditures made without review of supporting documentation. Specific attention should also be given to large individual gifts.

·	Unusual transactions occurring with nonfunctional, inactive, or shell subsidiaries.

·	Undisclosed or unrecorded assets or liabilities.

·	Use of unethical or questionable means to obtain information, including information about competitors or information about government acquisition plans, procurement decisions, or actions.

·	An employment, consulting, or business relationship between an CLICKER employee and another company, especially a company in the same, or a related, business as CLICKER.

·	Frequent trading (buying and selling over short intervals) in CLICKER stock or in the stock of a company with which CLICKER does business.

Voluntary disclosure. In accordance with CLICKER’s commitment to an effective relationship with its customers, it is the CLICKER’s policy to make voluntary disclosures, when appropriate, of problems affecting corporate relationships with any client, including any government body, and to cooperate with the appropriate government agency in any resulting investigation or audit. Any CLICKER employee who becomes aware of possible violations of any CLICKER policy or practice, or of any applicable law, rule, or regulation affecting CLICKER’s business, must notify his or her manager or the Human Resources Department, as appropriate. CLICKER’s management must also be notified immediately of any government inquiry, investigation, audit, or other legal notice.

Report Inappropriate Behavior. Employees are required to report any conduct they believe to be inconsistent with CLICKER’s policies or standards, or inconsistent with CLICKER’s obligations to the government. Reports will be handled confidentially, on a need to know basis, so that no employee experiences retaliation for bringing these matters to the attention of CLICKER management, the Human Resources Department, or to members of the Audit & Finance Committee of the Board of Directors. CLICKER employees should refer to CLICKER’s Employee Handbook for procedures for reporting inappropriate behavior.

CLICKER expects its employees (including temporary workers, consultants, independent contractors, members of the Board of Directors and employees of CLICKER subsidiary corporations), worldwide, to comply with all CLICKER ethical and business principles, as well as all policies, to rely on their own high standards and reasoned evaluation in ambiguous situations, and to seek the advice and counsel of CLICKER management, or the Human Resources Department, to clarify issues not covered by this policy or good judgment. These principles and policies are based in part on various laws. Violations of those laws may result in civil and criminal penalties for CLICKER and its employees. Therefore, CLICKER will take appropriate action, which may include termination of employment or other business relationship, or legal action, or referral to law enforcement authorities.

2.	Responsibilities to CLICKER

A.		Opportunity is for everyone
B.		Confidential information
C.		Public communications
D.		Mail and electronic communication systems
E.		Conflicts of interest
F.		It’s a matter of record

3.	Responsibilities to Others

A.		Putting the customer first
B.		Quality in all we do
C.		Using CLICKER and third-party copyrighted material
D.		Environmental health and safety

4.	Responsibilities to the Public

A.		Buying and selling CLICKER stock
B.		Meeting export requirements
C.		Dealing with government contracts and other government requirements
D.		Political contributions and activities
E.		Trade practices

5.	Compliance and Consequences

A.		Being vigilant
B.		CLICKER compliance
C.		Consequences
D.		CLICKER Ethics Policy

·	They are consistent with our business practices.
·	They are of limited value (US $100 or less).
·	They do not violate any applicable law.
·	Public disclosure would not embarrass CLICKER.
·	They are not given to any government personnel (see the “Dealing with government contracts” section, below).

·	Consulting fees

·	Public relations fees

·	Advertising fees

·	Legal fees

·	Agents’ fees

·	Commissions

·	Insurance premiums

·	Other professional fees

·	Expense reports

·	Employee bonuses or compensation arrangements

·	Employee loans

·	Miscellaneous expenses

·	Nondeductible expenses

·	Director and officer payments