Code of Conduct

Med-Kick

Code Of Conduct

Effective Date: January 01, 2024

A message from Dr. Sadik Bizanti, M.D., CEO

To all Med-Kick employees, clients, collaborators, vendors, distributors, and to all other individuals and entities we engage with.

The significance of our endeavors is profound. This is both an honor and a duty. As engineers, payers, providers, and patients, we are daily contributors to the transformation of healthcare, moving from traditional settings to a future where conventional medicine and telemedicine converge.

Virtual care presents boundless commercial possibilities, which we can pursue with pride, provided we remain focused on the positive influence we can exert for the common good: enhanced, more cost-effective, and universally accessible healthcare.

For Med-Kick to thrive both as a commercial entity and as a force for societal betterment, we must adhere to not only the highest professional standards but also the loftiest human ideals. True healthcare advancement for everyone is unattainable unless we strive to be our best selves. Our Code of Conduct defines who we are and will continue to shape us as we expand and adapt. While it may not cover every conceivable scenario, it offers a vital guiding structure. I urge you to study it meticulously, trust in your inherent goodness to implement it in both your professional and personal endeavors, and voice your concerns if you encounter anything contradictory to our principles.

Dr. Sadik Bizanti, M.D.

CEO, Founder

1. Introduction

1.1 Vision

Every patient connected and supported through digital healthcare solutions.

1.2 Mission

Our purpose is to empower healthcare institutions to extend their services beyond traditional settings, offering hospitals and medical groups the tools to interact with patients remotely. Through our remote patient monitoring systems, we enable care for various health conditions, from episodic to chronic, enhancing patients’ quality of life as they enjoy the comfort and privacy of their own homes.

1.3 Values

Our core values encompass respect, integrity, and truthfulness in all our actions, both professionally and personally. We cherish the human spirit and its capacity for intelligence and creativity, irrespective of one’s race, gender identity, or religious beliefs. Grounded in these principles, we forge collaborative and equitable relationships with our clients, partners, and vendors. We prioritize transparent, honest communication, valuing the act of listening as much as sharing our perspectives. Our commitment is to forge equitable partnerships where every participant benefits, creating value that surpasses individual contributions. We dedicate ourselves to being reliable and accountable, gradually building trust with our clientele over time. We operate on a foundation of trust and positive intentions, always seeking to deepen our understanding and acknowledging the boundaries of our knowledge. As lifelong learners, our goal is to continuously enhance our understanding, thereby improving our ability to support, assist, and serve effectively.

2. The Path to Integrity

2.1 Purpose of the Code of Conduct

The Code of Conduct (referred to as “the Code”) is ratified by Med-Kick’s Board of Directors and extends across all divisions and members of Med-Kick globally. As members of Med-Kick, our actions significantly impact the communities we serve, who in turn benefit from our ethical practices. Navigating the complex landscape of business conduct requires clear guiding principles, which is where our Code comes into play.

This Code delineates the principles that enable Med-Kick to foster an environment upholding the utmost ethical standards in business operations. It lays down the groundwork for our corporate governance, integrating our corporate knowledge, current legal understandings, and a commitment to adopting industry best practices. The objective of the Code is to ensure that all Med-Kick members exhibit the highest level of integrity, abide by relevant laws, and contribute to a progressive future for Med-Kick and the communities we engage with.

Recognizing that not all ethical or legal quandaries can be predefined, the Code offers guidance to keep us on the right path and alerts us when additional advice is needed. Its practices and procedures are designed to clarify our expected conduct, ensuring our actions are informed and principled.

2.2 Scope and Application of the Code

The Code governs all Med-Kick board members, officers, full-time and part-time employees, as well as temporary staff, contractors, and any entities acting on behalf of Med-Kick globally. Collectively, we refer to this group as our “workforce.”

Med-Kick operates across various countries, each with its unique legal stipulations. While we acknowledge the diversity in legal expectations, we anticipate no conflict between these and the standards set by our Code. For any queries about potential conflicts, members can seek guidance from designated contacts or support resources provided by the Code. Med-Kick encourages its affiliates to adopt conduct codes aligned with or at least not contradictory to this Code. We also expect third-party entities, like consultants and subcontractors, with whom we maintain enduring commercial relationships, to comply with our Code. Relevant provisions of this Code are thus incorporated into third-party contracts, and any non-compliance could lead to contract termination with Med-Kick.

2.3 Individual Responsibilities

Whether working for Med-Kick or interacting within the Med-Kick community, adherence to the Code is mandatory. Members’ conduct, even outside working hours, should reflect positively on Med-Kick, influencing both our external image and internal culture. We strive to cultivate an environment that encourages ethical behavior and rewards adherence to these values, fostering respect for individual dignity. Members must comply with both the Code and applicable laws and regulations, treating others, including customers and business partners, with the respect they would expect in return. Members are expected to be familiar with the Code and to report any discrepancies from its standards or legal breaches. In cases of unresolved concerns, we urge continued reporting through alternative channels provided by the Code. All Med-Kick members and service providers are responsible for maintaining the company’s assets and records in compliance with relevant principles, practices, or procedures and must cooperate fully with any investigations, providing truthful and timely information.

Periodic certification of understanding and adherence to the Code or its specific components may be required and is mandatory when requested.

2.4 Elements of Integrity within Med-Kick

Med-Kick’s integrity framework encompasses three main elements:

Principles: These are fundamental statements reflecting our commitment to core values in both business and personal conduct.

Practices: These define specific behaviors required to uphold our principles, offering a guide through complex situations to achieve desired outcomes. Practices are integral to the Code.

Procedures: For more detailed compliance requirements, procedures offer a clear operational approach. These may vary based on geographic or business-specific needs. Med-Kick may establish more specific conduct standards as needed, supplementary to this Code. All members are obliged to adhere to these additional standards as applicable to their roles or operations.

Compliance with the Code is monitored by Med-Kick’s internal audit function, which incorporates these standards into its audit processes. Findings are reported to the Chairman, Board of Directors, and Audit Committee as relevant. Supporting Code compliance, Med-Kick provides regular training to ensure the workforce is well-versed in the Code’s requirements.

2.5 Code Alignment with Laws and Regulations

A key imperative of the Code is ensuring that all Med-Kick activities comply fully with applicable laws and regulations. The legal frameworks of the regions we operate in guide our conduct, and non-compliance can have significant financial and reputational impacts, including potential legal consequences for those involved. Hence, our principles, practices, and procedures emphasize compliance with governing laws. Where local laws differ from the Code, members are expected to adhere to both, provided there is no conflict. If local regulations are less stringent than the Code, the Code’s standards prevail. Members uncertain about their obligations or facing potential conflicts between local laws and the Code should seek immediate clarification through the resources mentioned in the Code.

2.6 Conduct Subject to Disciplinary Action

Med-Kick expects its members to uphold the highest standards, empowering themselves and others. Violations of the Code, laws, or regulations, or conduct contrary to the Code’s spirit, may lead to disciplinary actions, including potential termination or legal proceedings. Code violations are assessed fairly, and appropriate disciplinary actions are determined by relevant departments.

Conduct potentially leading to disciplinary action includes, but is not limited to:

• • • Violations of applicable laws or the Code.
    • Assisting or encouraging others to violate laws or the Code.
    • Providing false or misleading information to Med-Kick or withholding relevant information, including during investigations.
    • Inadequate management or supervision within Med-Kick.
    • Failing to act on known or suspected legal or Code violations.
    • Ignoring information about potential legal or Code violations.
    • Non-cooperation or non-compliance with internal audit investigations or other relevant departments concerning unlawful or unethical conduct.
    • Retaliation against anyone reporting legal or ethical misconduct.

Exceptions to the Code, if any, require prior authorization by Med-Kick’s Board of Directors or a designated committee, and are granted only under exceptional circumstances.

2.7 Evaluating Conduct

In the complex and fast-paced modern work environment, ethical dilemmas may arise. Understanding and knowledge of the Code are crucial for guiding actions in such situations. While the Code provides a general overview of expected behaviors, members may encounter situations where the Code’s guidelines seem unclear or inapplicable.

In such cases, members should consider the following:

• • • Legality of the activity.
    • Potential consequences of actions.
    • Consistency of the activity or conduct with the Code.
    • Personal comfort with the activity.
    • Appropriateness of the activity.
    • Reaction if no action is taken.
    • Awareness and approval of the activity by management.

Ethics violations may not always be obvious, and the Code may not clearly apply to every unique situation. For specific guidance on applying the Code, members should consult designated individuals or resources.

2.8 Managerial Responsibilities

A “Manager” at Med-Kick is anyone responsible for leading, managing, or supervising a team member. Managers play a crucial role in establishing trust, culture, and the working environment of their teams. The success of Med-Kick is closely linked to each manager’s ability to build trust with team members and manage effectively.

Every manager at Med-Kick is expected to – 

Set a High Standard and Lead by Example:

Managers must demonstrate ethical behavior at all times, prioritizing integrity over commercial results. They should guide their teams to understand and follow the Code, ensuring access to necessary training. Inadequate supervision or failure to uphold responsibilities may be considered violations of the Code and could lead to disciplinary actions, including termination or legal proceedings.

Create a Supportive and Respectful Work Environment:

Managers should foster an atmosphere where team members feel comfortable discussing concerns. It is important for managers to listen objectively and supportively. If team members choose to report concerns to another executive or department, managers should respect this decision. Med-Kick ensures a zero-tolerance policy for retaliation against those reporting ethical misconduct in good faith. Managers are expected to maintain respect and fairness towards all team members, even those reporting misconduct.

Address Concerns Effectively:

Managers must act promptly in situations involving ethical misconduct. Understanding the Code and comfortably addressing daily queries is crucial. For complex issues related to interpreting or applying the Code, managers should seek assistance from the resources provided. Independent investigations of suspected violations are not advised; Med-Kick has specialized professionals for conducting such investigations.

2.9 Responding to Concerns

Investigating Reports of Misconduct:

Med-Kick is committed to thoroughly investigating all reported concerns. Allegations are assessed by appropriate management personnel, and investigations are conducted by qualified experts. If wrongdoing is confirmed, corrective measures are implemented, irrespective of the involved individual’s position. All cases are pursued to resolution.

Maintaining Confidentiality:

Reports and inquiries can be made anonymously, but providing contact information is helpful for follow-up. Information and identities are shared only with those directly involved in assessing and resolving the situation.

The importance of anonymity and encouragement under the Code to report suspected illegal or unethical behavior cannot be overstated.

Zero Tolerance for Retaliation:

Med-Kick takes its commitment to the Code seriously. Retaliation against anyone reporting a potential violation in good faith is not tolerated. Any form of victimization or retaliation against individuals reporting or participating in investigations of potential violations will lead to disciplinary actions, including dismissal or contract termination. Med-Kick does not tolerate frivolous, malicious, or vexatious complaints, and those making such complaints face disciplinary actions. Support and assistance are provided to victims of such allegations.

2.10 Where to Find Additional Resources and Support?

One of the foundational aspects of fostering Med-Kick’s culture of integrity is empowering individuals to voice their concerns when issues arise. If you notice behavior that contradicts the essence of our Code, it’s crucial to assume responsibility and act. For any ethical or legal concerns involving anyone in our organization, multiple avenues are available for raising such issues.

Should you have doubts, you are encouraged to openly discuss these concerns with any of the following resources:

• • • Typically, your immediate supervisor is your primary point of contact for addressing any concerns.
    • If your concern involves your supervisor, you are advised to approach their superior.
    • Additional contacts include:
      • Contacting the Human Resources or Compliance department via phone.
      • Emailing at info@med-kick.com
      • Mailing to the Human Resources or Compliance department at:
      • 640 Clematis Street Suite #2733,
      • West Palm Beach, FL 33401
    • You don’t need complete certainty or all the facts to raise a concern about integrity.
    • In situations where anonymity feels more comfortable, or if you prefer consulting with an impartial expert, we respect and protect your confidentiality upon request.

2.11 Modification of the Code of Conduct

The Code of Conduct is subject to periodic review and approval by the Board of Directors of Med-Kick. This review process considers feedback from directors, members of our team, and external parties, alongside changes in laws or industry best practices, as well as lessons learned from the application of the Code. Med-Kick is committed to an annual review of the Code, ensuring its continual availability to all members of our organization. Any amendments to the Code resulting from these reviews are published promptly and disseminated in accordance with relevant legal and regulatory requirements.

2.12 Effective Date

This Med-Kick Code of Conduct becomes effective as of January 1, 2022.

3. The Foundational Principles of Med-Kick’s Code

3.1 Respect for the Individual

Med-Kick upholds the principle of equitable employment and believes in treating every individual with fairness, courtesy, and respect. Our interactions significantly influence our success, and fostering trust and mutual respect is crucial for our group’s growth and cultural development.

Expected behaviors include:

• • • Respecting each individual, irrespective of their background, physical attributes, sexual orientation, beliefs, opinions, or social status, and rejecting all forms of discrimination.
    • Prohibiting violence, harassment, intimidation, or any abusive conduct.
    • Embracing and actively promoting diversity and inclusion, creating an environment that respects individual uniqueness for the group’s benefit.
    • Upholding each person’s honor, dignity, reputation, and privacy rights.
    • Ensuring the health and safety of all individuals and taking responsibility for a healthy and safe workplace.
    • Handling personal information with strict adherence to legal standards.
    • Avoiding the influence of alcohol, non-prescribed medication, or illegal drugs while performing duties.
    • Committing to a work environment where human rights are upheld.

Prohibited behaviors include:

• • • Communicating harmful or defamatory statements about individuals or the company.
    • Possessing or using legal or illegal drugs, weapons, or prohibited materials on group property.
    • Engaging in discriminatory practices during hiring or employment processes.
    • Indulging in or concealing violence, harassment, or other indecent acts.
    • Misusing personal information for unauthorized purposes.
    • Tolerating violations of fundamental rights in our operations or relationships.

Definition of Harassment:

Harassment is repetitive, vexatious behavior expressed through actions, words, or behaviors that are hostile, unwelcome, and undermine an individual’s dignity or psychological or moral integrity. A single serious incident causing long-term harm may also constitute harassment. Med-Kick ensures a harassment-free workplace and adopts a zero-tolerance policy towards such conduct, warranting appropriate disciplinary measures, including termination, in case of violations. All members are responsible for reporting any harassment or violence.

3.2 Respect for Clients and Customers

Our clients are at the heart of our daily operations, and we are dedicated to offering exceptional service. We aim to build and maintain client relationships based on transparency, honesty, integrity, attentiveness, quality, efficiency, and courtesy. Ethical sales practices are crucial for fostering long-term profitable relationships and enhancing our culture and reputation.

Expected behaviors include:

• • • Treating clients with respect as individuals and as users of our services.
    • Upholding our commitments to clients.
    • Ensuring our advertising and promotions are fair and truthful.
    • Maintaining respectful and courteous interactions with clients.
    • Protecting client personal information in compliance with relevant laws.

Prohibited behaviors include:

• • • Engaging in deceptive or aggressive sales tactics.
    • Insulting, harassing, intimidating, or disparaging clients.
    • Inappropriately obtaining, disclosing, or using client information.
    • Discriminating against clients.
    • Unethically offering or accepting bribes in any form.

3.3 Respect for the Community

We strive to excel in our field with honesty, openness, fairness, and integrity. We are committed to fair dealings with our suppliers, shareholders, regulators, and other global stakeholders. We have a zero-tolerance policy for bribery and corruption and expect the same from our representatives. Our mission and values promote ethical and socially responsible conduct, aiming to improve community life.

Expected behaviors include:

• • • Ensuring contributions are documented, compliant, and authorized.
    • Transparently communicating with institutions and businesses, avoiding conflicts with our goals.
    • Interacting respectfully with institutions, regulators, and businesses.
    • Upholding integrity, respect, listening, and responsibility in our roles.
    • Supporting the economic, social, and cultural development of the communities we operate in.

Prohibited behaviors include:

• • • Misleading or obstructing institutional activities related to our business.
    • Engaging in bribery or corrupt practices.
    • Seeking personal benefits from institutions or businesses in connection with our duties.
    • Falsely claiming Med-Kick’s support for personal interests.
    • Engaging in bribery of public officials.

3.4 Respect for the Environment

Med-Kick is committed to environmentally responsible operations. We aim to conduct our activities in an eco-friendly manner and are dedicated to reducing our environmental footprint.

Expected behaviors include:

• • • Complying with environmental laws and regulations.
    • Ethically and responsibly making purchases.
    • Minimizing and properly managing waste, including electronic waste.
    • Informing management of any changes that could pose new or increased environmental risks.
    • Using resources and energy efficiently.

Prohibited behaviors include:

• • • Concealing non-compliance with environmental regulations.
    • Improper disposal or pollution of the environment.
    • Engaging in activities that pose environmental risks.

3.5 Respect for the Group and Its Interests

The sustained success of Med-Kick hinges on maintaining honest, transparent, loyal, and effective relationships with our colleagues, business partners, and associated entities. Specifically for Med-Kick, it’s crucial to protect our reputation, competitive edge, rights, and assets, safeguard confidential information, and prevent conflicts of interest and insider trading.

Expected Behaviors:

• • • Exemplify honesty, loyalty, and transparency in professional roles.
    • Avoid actions that might negatively impact Med-Kick’s competitive position.
    • Identify and report potential or perceived conflicts of interest immediately.
    • Adhere to financial disclosure regulations and ensure authorized release of such information.
    • Respect and maintain confidentiality of sensitive information and professional secrets, in line with legal requirements and regulations.
    • Select partners based on merit, without bias or discrimination.
    • Steer clear of insider trading activities.
    • Exercise professional judgment in social media interactions, ensuring they don’t interfere with work commitments and respect our relationship with Med-Kick.
    • Protect the intellectual property, assets, and other properties of Med-Kick, using them solely for work-related purposes.
    • Bear personal travel expenses for business meetings, with reimbursement from Med-Kick.
    • Produce accurate, truthful reports and information in professional capacities, avoiding misleading content about Med-Kick’s situation or relevant topics.

Prohibited Behaviors:

• • • Using Med-Kick’s resources, time, or information for external employment.
    • Competing with Med-Kick in any form.
    • Disclosing confidential information such as customer lists, sales strategies, or trade secrets without authorization.
    • Communicating with media about Med-Kick without proper authorization.
    • Sharing information harmful to Med-Kick’s interests on social media or other platforms.
    • Using work time, resources, or premises for unlawful purposes or in violation of Med-Kick policies.
    • Benefiting personally or sharing insider information inappropriately.
    • Accepting or soliciting inappropriate gifts or benefits from third parties, unless they align with Med-Kick’s Gift and Entertainment Policy.
    • Engaging in transactions with entities where personal or familial interests significantly overlap.
    • Falsifying or endorsing the falsification of Med-Kick’s records, accounts, data, or reports.

Conflict of Interests:

A conflict of interest occurs when personal interests potentially conflict with those of Med-Kick. This can be perceived when an observer might reasonably question whether an individual’s decisions are influenced by personal gain.

Avoiding Conflicts of Interest:

Med-Kick expects its members to prioritize the group’s best interests. Decisions should be based on objective criteria, free from personal bias. It’s essential to avoid not just actual conflicts of interest but also situations that could be perceived as such. Perception often defines reality. Members must disclose any real or perceived conflicts of interest through the appropriate channels, and Med-Kick will work towards a resolution that aligns with the group’s interests. Since every potential conflict scenario can’t be anticipated, the provided guidelines serve as a general framework for identifying common conflict situations.

Personal Relationships:

• • • Conflict of interest may arise in situations involving the enhancement or promotion of a family member or close friend’s interests by a Med-Kick member.
    • Disclosure of relationships is required during hiring recommendations or supervisory roles involving personal connections.
    • Handling personal account transactions, or those of close relations, needs careful consideration to avoid conflicts.

External Interests:

• • • Using Med-Kick resources for outside business activities or engaging in business activities during Med-Kick hours is prohibited.
    • Engaging in external business ventures that compete with Med-Kick’s interests, even during personal time, is a conflict of interest.

Supplier Relations:

• • • Entering business relationships with entities owned or managed by family or personal connections can lead to conflicts.
    • Influencing Med-Kick’s dealings with suppliers while having familial connections to them is a potential conflict area.

Gifts and Entertainment:

• • • Med-Kick recognizes the role of gifts and entertainment in fostering business relationships but maintains a clear policy to avoid conflicts of interest.
    • A universal monetary limit is set for gifts and entertainment, applicable to both giving and receiving, to ensure modesty and appropriateness in line with Med-Kick’s values.
    • Acceptable gifts are limited to corporate-branded items, with unbranded gifts being impermissible.
    • Meal expenses during business interactions should adhere to the set monetary limit.
    • Excessive gifts should be declined or reported for ethical handling.
    • Solicitation of gifts, hospitality, or entertainment for personal benefit is strictly prohibited.

3.6 Respect for Law and Applicable Rules

Globally, Med-Kick adheres to a wide range of laws and regulations set by federal, state, provincial, and municipal authorities. Compliance with these laws and regulations in all significant aspects is non-negotiable.

Expected Behaviors:

• • • Ensure compliance with applicable securities laws, accounting standards, controls, and auditing practices.
    • Submit complete, accurate, and timely returns to tax authorities and use accurate information for this purpose.
    • Follow all relevant anti-bribery laws and regulations in operational countries.

Prohibited Behaviors:

• • • Tolerating activities that constitute criminal offenses, abuses of rights, or intentional harm to individuals or companies.
    • Non-compliance with laws, decrees, or judgments in professional roles.
    • Making misleading or inaccurate statements in financial statements or reports.
    • Engaging in fraud, embezzlement, misappropriation, extortion, theft, or other intentional harm to assets.
    • Providing false information to conceal offenses.
    • Participating in price-fixing, competition-restricting activities, or transmitting illicit material using Med-Kick’s communication tools.

3.7 Adherence to Commercial Norms and Trade Standards

At Med-Kick, our members work relentlessly towards achieving exceptional results, which are central to our success. While profitability is crucial, it’s not our sole focus. The methods by which we attain these profits are equally important. Our success as a group stems from setting high standards, transcending mere legal compliance. We are committed to adhering to the business standards relevant to our work, responsibilities, and obligations, ensuring the adoption of the best business practices.

Expected behaviors include, but are not limited to:

• • • Achieving success through excellence, not by undermining our competitors.
    • Ethically, legitimately, and respectfully gathering competitive information.
    • Ensuring clear documentation and accurate recording of all our activities, transactions, and cash payments in our accounting systems.
    • Ensuring that our business practices align with the regulatory standards relevant to our operations.
    • Binding Med-Kick only within the confines of our roles, responsibilities, and authorized levels, in line with applicable policies and procedures.

Prohibited behaviors include, but are not limited to:

• • • Falsifying or authorizing deceptive reports to regulatory bodies.
    • Engaging in banned or unethical practices.
    • Making commitments on behalf of the group based on false or misleading assertions.
    • Employing illegal tactics, such as blackmail, in our business dealings.
    • Entering into contracts with consultants, suppliers, or subcontractors that violate our outsourcing policies or without verifying their qualifications and capabilities.

3.8 Respect for Group Policies and Procedures

At Med-Kick, we aim to conduct business in a consistent, disciplined, and rigorous manner. We have developed and implemented specific policies and procedures for our business units, forming the bedrock of our operational approach and setting our expectations.

Expected behaviors include, but are not limited to:

• • • Being well-informed about the policies and procedures relevant to our functions and duties.
    • Justifying, reporting, and seeking approval for any deviations or non-compliance with these policies or procedures.
    • Adhering to both the letter and spirit of our policies and procedures to fulfill their intended purpose.
    • Promptly reporting to management any issues in interpreting or applying group or business unit policies and procedures, and actively seeking solutions.

Prohibited behaviors include, but are not limited to:

• • • Intentionally bypassing any rule or requirement in our policies and procedures.
    • Disclosing internal policies or procedures to competitors, except for those already public.

4. Closing Thoughts

Thank you for dedicating your time to understanding the Med-Kick Code of Conduct. It is my sincere hope that this Code serves as a valuable guide in your decision-making processes regarding ethics and integrity. Remember, you are a representative of Med-Kick, and our actions collectively impact the communities we serve. Your commitment to upholding our standards of excellence and integrity, in line with the Code’s spirit, is fundamental. We are a team, and a wealth of resources is at your disposal for assistance. Should you have any concerns, questions about specific issues, or suggestions for improving our Code or ethics and integrity initiatives, please do not hesitate to reach out.

Medkick, LLC

640 Clematis rd, Suite 2733

West Palm Beach, FL 33410M.D