Code of Business Conduct and Ethics

Scope

This Code of Business Conduct and Ethics applies to all Auspex Labs Inc. directors, officers, and employees. Such directors, officers, and employees are referred to herein collectively as the “Covered Parties.”

Purpose

The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Business Conduct and Ethics serves to:

  1. Emphasize the Company’s commitment to ethics and compliance with the law

  2. Set forth basic standards of ethical and legal behavior

  3. Provide reporting mechanisms for known or suspected ethical or legal violations

  4. Help prevent and detect wrongdoing

Ethical Standards

1. Compliance with Laws, Rules, and Regulations

Auspex Labs Inc. conducts business ethically, honestly, and in full compliance with all laws and regulations in both letter and spirit. This applies to every business decision in every area of the company.

Covered Parties must follow applicable laws, rules, and regulations at all times. Employees with questions about the applicability or interpretation of any law, rule, or regulation, should contact the appropriate Corporate Officer.

2. Fair Dealing

Covered Parties shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

3. Conflict of Interest

Covered Parties are expected to use their judgement to act, at all times and in all ways, in the best interests of Auspex Labs Inc. A “conflict of interest” exists when a Covered Party’s personal interest interferes with the best interests of Auspex Labs Inc.

Covered Parties should attempt to avoid conflicts of interest, and Covered Parties who believe a conflict of interest may exist should promptly notify the appropriate Corporate Officer. The Corporate Officer will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate.

4. Discrimination and Harassment

We are committed to providing a workplace free from harassment. While harassment can look and sound different depending on the circumstances, it creates or contributes to an offensive, intimidating, and uncomfortable workplace and will not be tolerated.

Auspex Labs Inc. provides equal opportunity in all aspect of employment and will not tolerate any illegal discrimination or harassment of any kind.

5. Health and Safety

Each Covered Party has responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries, and unsafe conditions, procedures, or behaviors.

6. Recordkeeping, Reporting, and Financial Integrity

Auspex Labs’ books, records, accounts, and financial statements must be maintained in appropriate detail, must properly reflect the Company’s transactions, and must conform both to applicable law and to the Company’s system of internal controls. The Company’s treasurer is responsible for procedures designed to assure proper internal and disclosure controls, and all employees should cooperate with these procedures.

The CEO and each officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal control over financial reporting.

7. Confidentiality

Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate legal officer of the Company, or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

8. Questions; Reporting Violations

Covered Parties should speak with anyone in their management chain or the appropriate Corporate Officer when they have a question about the application of the Code of Conduct or when in doubt about how to properly act in a particular situation.

Auspex Labs Inc. will not allow retaliation against an employee for reporting misconduct by others in good faith. Covered Parties must cooperate with internal investigations of potential or alleged misconduct.

Covered Parties who violate the Code of Conduct will be subject to disciplinary action up to and including discharge.

Waivers

Situations may arise from time to time that warrant a formal waiver of a provision of this Code for an individual. Waivers will not be granted except where necessary, and will be limited and qualified as needed to protect the company and our shareholders to the greatest extent possible. Any waiver of this Code may be made only by the Company’s Board of Directors.

Compliance Procedures

We must all work together to ensure prompt and consistent action against violations of this Code. In some situations, however, it is difficult to know if a violation has occurred. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

  1. Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible.

  2. Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.

  3. Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

  4. Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and they will appreciate being consulted as part of the decision-making process.

  5. Seek help from Company resources. In rare cases where it would be inappropriate or uncomfortable to discuss an issue with your supervisor, or where you believe your supervisor has given you an inappropriate answer, discuss it with a Corporate Officer.

  6. You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Company’s legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.

  7. Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.