Global Code of Conduct

Global Code of Business Conduct For Deluxe and Its Worldwide Subsidiaries

For US Employees Not Subject to a Collective Bargaining Agreement or Represented by a Union
 

As CEO of Deluxe, I’m pleased to introduce you to our new Code of Business Conduct. This Code is fully endorsed by our executive team and board of directors. It’s a reaffirmation of our commitment to ethical conduct and to the strict observation of all laws, regulations and policies that apply to our Company and its businesses, and expresses our dedication not only to excellence in what we do, but just as importantly, in how we do it.

We provide a variety of services, deal with a range of business partners and customers, and operate across borders, but put simply, Deluxe’s good name depends on our employees’ daily good work and ethical conduct. Compliance really comes down to earning and keeping the trust of others—our partners, customers, suppliers and regulators— by playing by the rules. Some of these rules come in the form of laws that govern our conduct while others are as simple as using common sense. But there are also principles that govern how we conduct ourselves. This Code of Conduct sets out those principles.

No code or policy can spell out the laws and rules of appropriate conduct and ethical behavior for every conceivable business situation. This Code provides guiding principles on how to apply your own common sense and good judgment. If you have questions, ask before you act. As you will see throughout this Code, we have designated specific Company representatives to address particular questions or concerns that may arise. These include speaking to your supervisor, and the Human Resource and Legal Departments. Please don’t hesitate to call upon these resources to address your questions or concerns as discussed more fully in the Code.

Each of us is expected to read and understand the Code, because adhering to its principles is an absolute condition of continued employment with the Company, to the fullest extent permitted by law. Code compliance is a standard to which we hold ourselves and each other accountable. Each of us—every director, officer and employee (collectively referred to here as “employee” or “employees”)—will be measured in part, by how we use these principles in our actions, and all managers will be measured, in part, by how well they promote the Code’s ethical principles.

Deluxe provides the best services, emphasizes innovation and high quality, provides responsive support to our customers, deals fairly with our vendors, maintains a challenging, open and productive work environment for our employees, and does all these things according to the highest ethical standards. Adhering to the Code’s principles will help us continue to achieve all these goals.

___________

John Wallace

Effective: February 12, 2017. For employees not subject to a collective bargaining 2 agreement or represented by a union.

INTRODUCTION

The Deluxe Entertainment Services Group Inc. Code of Business Conduct describes the basic legal and ethical principles that guide the conduct of Deluxe and all of its subsidiaries (we will refer to this entire group collectively as the “Company” or “Deluxe”). The Code also describes certain critical policies and procedures for implementing these principles. No Company employee is exempt from any Code provision.

This Code is intended to prevent violations of law and corporate policy and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts between personal and professional interests;

(2) Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company discloses to, files with or sends to the public or any regulatory or governmental agency;

  1. (3)  A safe, productive work environment where people are treated fairly;

  2. (4)  Compliance with all applicable governmental laws, rules and regulations;

  3. (5)  The prompt internal reporting of violations of this Code; and

  4. (6)  Accountability for adhering to this Code.

At Deluxe, we are committed to earning business loyalty through the quality of our personnel and services and through honest competition in the marketplace. We will abide by the letter and spirit of all applicable U.S. and foreign laws in conducting our business and we will do so in accordance with the policies and procedures discussed in this Code. The Company will seek to prevent and stop conduct that does not comply with the Code and will discipline those who violate the Code or who fail to supervise properly others who violate it, to the extent permissible by local laws. Such disciplinary action might include terminating employment, referring individual misconduct for criminal prosecution or regulatory discipline and suing to recover any loss or damage resulting from a violation. All violations of the Code are serious, but the Company will endeavor to tailor its responses to all the applicable facts and circumstances.

All employees are expected to read, understand and adhere to this Code. In addition to this Code, the Company and your business unit may have other more specific policies that apply in certain situations (to the extent not inconsistent with the provisions of this Code), such as an employee handbook that is applicable to you. You must also read, understand and comply with these other policies. To the extent you believe there is a conflict or inconsistency between this Code and any written policy of the Company or your business unit, or between this Code and any agreement between you and the Company, please contact your supervisor, the Human Resources or Legal Department.

If you are subject to a collective bargaining agreement between any union and the Company, you should consult the terms of that agreement to the extent that such terms impact or may impact the applicability of this Code.

Effective: February 12, 2017. For employees not subject to a collective bargaining 3 agreement or represented by a union.

Although this booklet is divided into six sections that contain a number of rules and policies, we should be guided by the following principles:

  •   Conduct business in accordance with applicable laws, regulations and policies.

  •   Avoid conflicts of interest and the appearance of such conflicts.

  •   Maintain confidentiality of Company information.

  •   Be honest and trustworthy in your relationships with customers, suppliers, fellow directors,

    officers and employees, management, stockholders and the public.

  •   Provide products and services of the highest quality and in strict conformity with the Company’s

    contractual obligations and representations.

  •   Be economical and trustworthy in using Company resources.

    The Company may change and update this Code from time to time. This Code also periodically may be supplemented to incorporate specific regulatory developments or other matters. If you are uncertain whether there has been a change or supplement to the Code on a matter of interest to you, contact your supervisor, the Human Resources or Legal Department.

    Only the Company’s Chief Compliance Officer and Chief Executive Officer acting together and in writing may waive any provision of this Code.

    The last page of this booklet contains a statement of understanding and compliance that you must sign and return to the Company’s Human Resource Department. The Company is relying on your good faith certification, so be sure that you have taken the time to read and understand the Code before signing and returning this statement.

    This Code of Business Conduct is not an employment contract and does not form part of your contract of employment. Adherence to the standards of this Code, however, is a condition of your continued employment. This Code does not give you rights of any kind, and may be changed by the Company at any time without notice. Unless governed by a collective bargaining agreement or employed outside the United States in a country where the applicable law is different, or unless you have a specific employment contract that states otherwise, employment with the Company is “at-will, “which means that you or the Company may terminate your employment for any reason or no reason, with or without notice, at any time. This at-will employment relationship may not be modified except in a written agreement signed by you and by an authorized representative of the Company.

    If you have any question about the requirements of this Code or discover events of a questionable, fraudulent or illegal nature that are, or you believe in good faith may be, in violation of law, this Code or any other Company policy, you must immediately report your questions or concerns. Where practicable, and except as otherwise provided in the Code, you should first address any issue with your supervisor. Your supervisor will often have the most relevant information for your business unit and may be in the best position to offer guidance. If, however, your supervisor is unavailable or is unable to answer your question or concern, or if, for other reasons, it would be inappropriate or impractical to address the matter to your supervisor (e.g., if your question or concern relates to your supervisor), you should report your concern to Human Resources or the Legal Department

    Effective: February 12, 2017. For employees not subject to a collective bargaining 4 agreement or represented by a union.

If your concern involves a possible violation by Company officials to whom you would report under the Code, please report to one of the officials not involved in the possible violation.

If you are an employee located in the United States, you may report anonymously, although providing your identity will better enable the Company to follow up and thoroughly investigate the alleged violation. You may report issues using the following link: https://reportincident.bydeluxe.com. If you are a supervisor and you receive a report of a violation, you must immediately inform Human Resources. Depending upon the nature of the report, your Human Resources may be obligated to in turn report the matter to other Company officials. In some countries where the Company has operations, local laws or regulations may prohibit or discourage anonymous reporting of violations. Therefore, if you work outside the United States, you should consult with your Human Resource Department to determine whether anonymous reporting is permitted and you should consult all special rules that apply to reporting a violation in that country.

Employees who make a good faith report of gross mismanagement of a government contract, a gross waste of government contract funds, a violation of law related to a government contract or a substantial and specific danger to public health or safety will not be discharged, demoted or otherwise discriminated against.

page5image11496

Effective: February 12, 2017. For employees not subject to a collective bargaining 5 agreement or represented by a union.

I.

TABLE OF CONTENTS

CONFLICTS OF INTEREST.............................................................................................. 8 Strict Prohibition Against Bribes and Kickbacks................................................................................8 Gifts and Entertainment ...................................................................................................................... 9 Outside Employment......................................................................................................................... 12 PersonalFinancialInterests...............................................................................................................12 Purchase of Goods and Services ....................................................................................................... 13 Charitable Donations......................................................................................................................... 14 Political Contributions ...................................................................................................................... 14 Lobbying...........................................................................................................................................14 Employment of Former U.S. Government Employees ..................................................................... 14 Exchange of Information with Federal Employees...........................................................................15

A. B. B. C. D. E. F. G. H. I.

PROTECTION AND PROPER USE OF COMPANY INFORMATION, ASSETS, AND

II.
PROPERTY .................................................................................................................................. 16

  1. ConfidentialandProprietaryInformation.........................................................................................16

  2. Media Disclosure .............................................................................................................................. 17

  3. Physical Access Control.................................................................................................................... 17

  4. Computers and Other Electronic Devices and Use of Email ............................................................ 18

  5. SocialMedia......................................................................................................................................18

  6. Company Funds and Property ........................................................................................................... 20

  7. Software and Copyright Compliance ................................................................................................ 20

  8. Personal Electronic Devices.............................................................................................................. 22

  9. Theft and Schemes to Defraud the Company or Others....................................................................22

III. COMPANY RECORDS AND DOCUMENTS................................................................. 23

  1. Accuracy of Company Records and Reporting.................................................................................23

  2. Record Retention and Subpoenas...................................................................................................... 24

  3. Cooperating with Government Investigations................................................................................... 24

  4. Contracting and Signing Legal Documents ...................................................................................... 25

  5. PaymentPractices.............................................................................................................................25

IV. INTERNATIONAL BUSINESS ....................................................................................... 26 A. No Improper Payments to Foreign Officials ..................................................................................... 26

Effective: February 12, 2017. For employees not subject to a collective bargaining 6 agreement or represented by a union.

  1. Import, Export, and Customs Laws................................................................................................... 27

  2. Anti-boycottLaws.............................................................................................................................28

  3. TransferPricing.................................................................................................................................28

V. COMPETITION ................................................................................................................ 29

  1. Fair Methods of Competition ............................................................................................................ 29

  2. Compliance with Antitrust and Competition Laws...........................................................................29

  3. Product Quality and Advertising....................................................................................................... 29

VI. SAFE, FAIR, AND LEGALLY COMPLIANT WORK ENVIRONMENT..................... 31

  1. Fair and Equitable Treatment of Employees.....................................................................................31

  2. Diversity............................................................................................................................................31

  3. SafetyandHealth..............................................................................................................................32

  4. EnvironmentalCompliance...............................................................................................................32

  5. Human Trafficking............................................................................................................................ 33

  6. Workplace Violence.......................................................................................................................... 33

  7. Electronic Eavesdropping ................................................................................................................. 34

  8. StandardsofConduct........................................................................................................................34

VII. COMPLIANCE WITH THE CODE ................................................................................. 37

  1. Local Laws........................................................................................................................................37

  2. Resolving Concerns and Reporting Violations ................................................................................. 37

  3. Certification.......................................................................................................................................38

Effective: February 12, 2017. For employees not subject to a collective bargaining 7 agreement or represented by a union.

I. CONFLICTS OF INTEREST

The Company respects the rights of its employees to engage in activities outside of their jobs, so long as those activities do not conflict with Company business and do not take away, directly or indirectly, any benefit or opportunity from the Company. In general, a conflict of interest exists where an employee has an interest or relationship, or is involved in an activity, that is incompatible or has the appearance of being incompatible with the Company’s best interests or that potentially affects or has the appearance of affecting the employee’s objectivity in doing his or her job.

You are expected to make decisions concerning Company business based upon the best interests of the Company. This means that you cannot consider whether the decisions you make will provide an additional benefit (or detriment) to you, an immediate relative or close friend or business associate. It also means that you may not use information or a business opportunity obtained in the course of conducting Company business to obtain a financial benefit for yourself, an immediate relative or close friend or business associate. In the event that you find yourself faced with a business decision that may involve another interest, you must notify Human Resources or the Legal Department.

A. Strict Prohibition Against Bribes and Kickbacks

Making, offering, or receiving improper payments of any kind in connection with the conduct of the Company's business, whether directly or indirectly through a third party, is strictly prohibited and may result in disciplinary action (up to and including termination). Improper payments include payments which violate laws, such as those prohibiting payments of any kind to or from governmental or regulatory officials, payments which represent bribes, kickbacks or payoffs to or from government officials, customers, suppliers or others with which we do business, and payments made with an improper intent. This applies whether the payment is made in or outside the U.S. Improper payments need not be in the form of money, but may include gifts, services or amenities or other types of consideration. “Foreign officials” or “government officials” may include any employees or agents of a government, government-owned entity, political party officials and candidates for political office. If you become aware of such a situation, you must contact the Company’s Legal Department.

The laws of all 50 U.S. states, as well as an increasing number of foreign countries, make it a crime to obtain business by giving or offering anything of value (i.e., a bribe or kickback) to the purchasing decision-maker. These laws can carry severe civil and even criminal consequences for the individual and the Company. The reputational harm to a business from a violation of these rules cannot be measured. Like the Foreign Corrupt Practices Act (“FCPA”) (see Section IV below), which governs such matters with respect to foreign governmental officials, these laws forbid both direct and indirect payments. Doing business with a sub-contractor owned by a purchasing agent or a purchasing agent’s family member or close associate may be treated the

Effective: February 12, 2017. For employees not subject to a collective bargaining 8 agreement or represented by a union.

same as paying cash in a bag to the purchasing agent. Providing jobs for friends, relatives or potential surrogates for the purchasing agent may also be treated as kickbacks. It is the Company’s policy both to obey the law and to avoid even the appearance of impropriety or a conflict of interest.

In addition, federal law and certain states’ laws require, under the Anti-Kickback Act, that businesses such as ours report kickback offers or requests—whether by a contracting official, fellow employee, sub- or prime contractors or even a competitor.

B. Gifts and Entertainment

The Company competes for and earns business loyalty through the quality of its personnel and services, not with gifts or lavish entertainment. This portion of the Code sets out guidelines and limits on the exchange of gifts, meals and entertainment from or to anyone with whom Deluxe has a current or potential business relationship. In applying this guidance, you should be mindful of situations in which our customers could be governmental agencies and employees.

1. What is a Gift and What is Entertainment?

Gifts and entertainment are different concepts, subject to different rules under this Code. A gift is anything of value, including cash, gift certificates, vacations, hotel accommodations, favors, services and promises to do something in the future, that you—or anyone in your family or household or with whom you have a close personal relationship, or anyone acting at your direction—either give to, or receive from, a customer or business provider of the Company. It does not matter whether the gift was purchased with your or the Company’s money, or even a third party’s funds. Gifts do not include entertainment or events sponsored or held by the Company.

Entertainment includes meals, travel, hotel accommodations and cultural or sporting events that you attend with a current or potential customer or provider of the Company.

For example, if you give customers or providers tickets to an event and attend the event with them, that constitutes a form of entertainment and is subject to this Code’s specific restrictions regarding entertainment (as described below). If, however, you simply give tickets to customers or providers and do not attend the event with them, the tickets constitute a gift, and are subject to this Code’s gift restrictions (also described below). The foregoing is intended to provide you with some guidance on what may constitute a gift and what may constitute entertainment. It is not meant to identify every potential type of gift or entertainment that is subject to this Code. Before offering or accepting any type of gift or entertainment to or from someone in the private sector, you must review and follow the rules set forth below. Failure to do so may result in disciplinary action (up to and including termination), to the extent permissible by local law. Depending on the country or state, it may even carry severe civil or criminal penalties.

Effective: February 12, 2017. For employees not subject to a collective bargaining 9 agreement or represented by a union.

i. Rules on Gifts

Gifts may be appropriate if they are unsolicited, business-related, not cash or usable as cash (for example, giving a gift certificate is not appropriate), and are of nominal value. Gift-giving in a business context is an area of increasing regulatory and media attention. When in doubt, confer with the Company’s Legal Department.

  •   You may not give or receive cash or a cash equivalent (e.g., gift certificate) in any amount as a gift, without the prior written approval of the Company’s Legal Department.

  •   You may not give or receive a gift of any kind or of any value if you are involved in any stage of a formal procurement or sales process in which the Company is either a current or potential customer or business provider.

  •   You may not give or receive gifts that could improperly influence or appear to improperly influence the recipient’s business judgment. You may never offer a gift, for example, in exchange for doing business with someone else. Similarly, if anyone offers you a gift in exchange for business, you must decline the offer and immediately contact the Company’s Legal Department.

  •   You may not receive any gift with a value higher than the equivalent of USD $100. If you receive a gift that exceeds USD $100 in value, you must return it with an explanation that Company policy does not permit you to accept it. The aggregate value of the total number of gifts you may receive during the course of a calendar year from individuals associated with any single person or entity with which the Company does or may do business cannot exceed the equivalent of USD $400.

  •   If you receive or are offered a gift or gratuity from someone with whom the Company does business or seeks to do business, even if it is within the dollar limit set forth in this Code, you must promptly notify the Company’s Legal Department in writing.

  •   When returning a gift is not feasible, such as with a perishable item, it should be donated to charity on the Company’s behalf or accepted on the Company’s behalf and shared among all employees in the office.

  •   Discounts or other preferential treatment from business providers are acceptable only if they are well-known and available to all Company employees.

  •   You should not give a gift if you know or have reason to believe that such a gift would violate the customer’s or potential customer’s policies, so that you do not compromise the customer’s adherence to its own internal standards.

    Effective: February 12, 2017. For employees not subject to a collective bargaining 10 agreement or represented by a union.

ii.

You must obtain prior written approval before you give certain types of gifts:

Public/Government Officials or Employees: Gifts to any public or governmental official, including candidates for public office, officials of political parties, or any employee of any government agency or government controlled organization, may not be made without written prior approval from the Company’s Legal Department.

Gifts in Foreign Countries: Prior to giving a gift to any individual or organization in a foreign country, you must seek prior written approval from the Company’s Legal Department.

Keeping Records of Gifts

The Company will consider any gift given or received to be improper if the record of that gift is falsified or intentionally not reported. You may not use or establish unrecorded, off-the-books funds. No one may make a false entry in the Company’s books and records. Payments and receipts shall be for the purposes stated in the supporting documentation relating to such payments and receipts. The Company will only reimburse for goods, services or other expenditures that do not violate Company policy and which are fully and properly supported by third-party invoices or receipts. A more detailed discussion of the Company’s policies concerning record-keeping may be found in Section III, below.

Questions regarding whether a particular payment or gift violates this Code should be directed to the Company’s Legal Department.

iii. Rules on Entertainment

Entertainment is different from gift-giving because it involves your attendance at the event. It includes travel, hotel accommodations, meals and cultural or sporting events that you attend with a customer or business provider. If you do not attend the event with the customer or business provider, the tickets are not entertainment, but are instead gifts and subject to the gift restrictions in this Code.

Providing or accepting entertainment is appropriate as a business courtesy if it is business- related, reasonable in cost and exchanged in the course of business. You may not, however, provide or accept such entertainment when prohibited by law or contract, or when it is, or when you have reason to believe it is intended improperly to exert influence over a business decision.

You may not solicit or even suggest entertainment—such as sporting events, golf outings, social dinner meetings or other social events—as a condition for doing business with the Company. You also may never offer or accept elaborate meals or entertainment.

Effective: February 12, 2017. For employees not subject to a collective bargaining 11 agreement or represented by a union.

iv. What Entertainment is Appropriate?

You should only offer or accept entertainment that is (i) permitted by law and Company contract, if one has been entered into, (ii) appropriate, not elaborate and reasonable for promotional purposes, (iii) offered or accepted in the normal course of an existing business relationship and (iv) part of an occasion where business is discussed.

The propriety of a particular type of entertainment, of course, depends upon the reasonableness of the expense and the type of activity involved. Entertainment that is likely to compromise the Company’s reputation is always inappropriate. For instance, adult entertainment venues are never appropriate.

If you have any question about whether a particular form of entertainment is appropriate, contact the Company’s Legal Department.

iv. Keeping Records of Entertainment

Like gifts, proper records must be kept for all entertainment. Payments and receipts shall be for the purposes stated in the supporting documentation relating to such payments and receipts. A more detailed discussion of the Company’s policies concerning record-keeping may be found in Section III, below.

B. Outside Employment

Any outside employment, consulting or other business activity in which you engage must not conflict with, or appear to conflict with, or otherwise interfere with, your work for the Company.

You may neither perform work or services for, nor have any independent business relationship with, any individual or organization that supplies products or services to, purchases from or competes with the Company, unless you first notify and receive written approval in advance from the Company’s Human Resources or Legal Department. Even if you receive no pay from such outside work, such a relationship can create the appearance of divided loyalty and the risk that you might inadvertently disclose the Company’s proprietary information. You may not use work time or the Company’s resources to devote your attention to activities that compete or interfere with the Company’s business.

If you believe that you have or may have a conflict of interest because of work outside the Company, you should immediately contact Human Resources.

C. Personal Financial Interests

A conflict with the Company’s interests arises when you hold or a member of your immediate family holds a substantial financial interest in any organization that supplies to, purchases from or competes with the Company. Any such financial interest is prohibited unless specifically pre- approved, in writing, by the Company’s Legal Department. Prohibited financial interests might include, but are not limited to:

Effective: February 12, 2017. For employees not subject to a collective bargaining 12 agreement or represented by a union.

  •   Owning stock or other proprietary interests, options or debt;

  •   Receiving fees, loans or other payments;

  •   Holding office, serving on a board of directors or otherwise participating in the

    management of an outside organization; or

  •   Acquiring any interest in real estate, equipment, materials or property of any kind where

    the opportunity for such investment is presented to you or your immediate family member solely or substantially as a result of your position with the Company, or where you or your immediate family member stand to gain financially due to your position with the Company.

    Certain types of financial interests generally are not considered substantial or material, such as ownership of (i) less than 1% of any publicly traded class of stock, debt or other securities, (ii) an investment consisting of 10% or less of the total value of all of your (or your immediate family member’s) investments or (iii) an investment of $25,000 or less. A financial interest that falls below these thresholds nevertheless may create an actual or apparent conflict of interest if a matter affecting both the Company’s interests and those of the entity in which you hold or your immediate family member holds a financial interest has or may have a substantial impact on your (or your immediate family member’s) financial condition.

    If you are in doubt about whether a particular outside investment, ownership interest or business opportunity is permissible, consult the Company’s Legal Department.

D. Purchase of Goods and Services

Each year, the Company spends millions of dollars to purchase goods and services from outside suppliers. All employees involved in purchasing goods and services for the Company should be impartial when making such decisions. This means that you should:

  •   Follow established policies and procedures for all steps of the purchasing process;

  •   Not engage in backdoor purchasing. Backdoor purchasing occurs when vendors and

    suppliers circumvent established procedures and attempt to work directly with

    requisitioners to influence purchasing decisions; and

  •   Neither seek nor accept gifts, entertainments, gratuities, favors or other payments from

    suppliers as an inducement to do business.

    Situations may arise where one of your relatives wants to provide goods or services to the Company. To avoid any conflict of interest or even the appearance of impropriety, any such proposal (which must include an express disclosure of the nature of the family relationship and the terms of the proposal) must be submitted to the Company’s Legal Department. Under no circumstances should the employee attempt to influence or be involved with any decision with respect to any such proposal, which will be considered on an equal basis with other similar proposals.

    Effective: February 12, 2017. For employees not subject to a collective bargaining 13 agreement or represented by a union.

E. Charitable Donations

A charitable donation must never be made to improperly influence the person the donation is made on behalf of (or the recipient) and thereby obtain or retain business, or otherwise gain a business advantage. Any donation must comply with all applicable laws and regulations. Thus, charitable donations must be made publicly, transparently and with full disclosure of the Company’s involvement. Charitable donations must be pre-approved in writing by the Company’s Legal and Marketing Departments.

F. Political Contributions

The Company’s funds or assets must not be used – directly or indirectly – for, nor contributed to, political campaigns, candidates or political parties without the prior written approval of the Company’s Legal Department. You must contact the Company’s Legal Department before using any Company money or assets in connection with any political campaign, candidate or party. The Company’s policy is not intended to discourage or prohibit you from voluntarily making personal political contributions, participating in the political process on your own time and at your own expense, expressing your political views or engaging in any other lawful political activity, consistent with local law. However, you are prohibited from using your position with the Company or the Company’s assets to try to influence others in their personal decisions to support particular political parties or candidates.

G. Lobbying

When dealing with government officials—either directly or through third parties—many routine activities in which business people engage can be considered “lobbying” and are thus subject to various lobbying laws. Examples include advocating to state legislators legislation that would lower the state’s sales tax for one of the Company’s products or advocating to any governmental body—federal, state, local or foreign— for the Company’s ability to build and operate a plant, distribution center or other facility in an area that previously was off-limits. Not all of these activities constitute lobbying in all jurisdictions, but some may. The Company’s policy is to comply with all applicable lobbying laws. No lobbying effort or contract shall be undertaken in the Company’s name or on the Company’s behalf without the prior written approval of the Company’s Legal Department.

H. Employment of Former U.S. Government Employees

The Company prohibits discussing present or future employment with a federal worker who is involved in a procurement to which the Company is a party without prior approval. Such approval will only be granted after the federal worker in question has taken certain actions as prescribed by federal law. In addition, many federal employees who participate in the

Effective: February 12, 2017. For employees not subject to a collective bargaining 14 agreement or represented by a union.

procurement process are banned by law from accepting compensation as an employee, officer, director, or consultant of the Company for one year or more after leaving federal employment.

If you have any information indicating that a federal employee in employment discussions with the Company continues in a role that includes taking action regarding the Company, you should immediately notify the Company’s Legal Department.

Similar rules might apply to hiring former employees of other governmental bodies, and you should check with the Company’s Legal Department before engaging in employment discussions with any former government employee.

I. Exchange of Information with Federal Employees

In U.S. federal procurement activities, the Company prohibits its employees, and anyone acting on its behalf, from knowingly obtaining either (1) another contractor’s bid or proposal information, or (2) source selection information before the award of a contract.

“Bid or proposal information” is information submitted to a federal agency in connection with a bid or proposal that relates to cost or pricing, indirect costs and direct labor rates; proprietary information about manufacturing processes, operations, or techniques; and any other information so marked by the contractor.

“Source selection information” is information not previously publicly disclosed that is prepared for use by a federal agency in evaluating a bid or proposal. It includes bid prices and proposed costs; source selection plans; technical evaluation plans; technical and cost or price evaluations of proposals; competitive range determinations identifying those proposals with a reasonable chance of being selected for award; rankings of bids, proposals, or competitors; reports and evaluations of selection panels, and other information so marked. If you are involved in federal procurement, you must understand the laws and the regulations of the agencies with which you are dealing. In case of uncertainty, you should consult the Legal Department.

Any employee with knowledge of a violation of this section should immediately contact the Legal Department.

Similar rules might also apply with respect to receiving information from employees of other governmental bodies. You should therefore check with the Legal Department before receiving potentially sensitive information from an employee of any governmental body,

Effective: February 12, 2017. For employees not subject to a collective bargaining 15 agreement or represented by a union.

A.

II. PROTECTION AND PROPER USE OF COMPANY INFORMATION, ASSETS, AND PROPERTY

Confidential and Proprietary Information

The Company’s confidential and proprietary information is a valuable asset. You must use confidential and proprietary information for Company business purposes only and must safeguard that information by not disclosing (or permitting others to disclose) it to people outside the Company. This includes confidential and proprietary information of third parties that the Company has received under non-disclosure agreements.

Examples of Company confidential and proprietary information and Company trade secrets include, without limitation: concepts and ideas relating to the development of content, distribution plans or strategies; business plans and proposals; inventory descriptions; pricing, sales or marketing strategies; budgets; non-public revenue or earnings results; business projections; security information; designs, techniques, processes and workflows, know-how, and other intellectual property; information about co-workers, suppliers or customers; and any other non-public information regarding the Company’s financial, legal or other business activities.

The Company also uses and produces trademarked, patented and copyrighted materials. A trademark is something used to identify a product or service. The Company uses valuable and well-recognized trademarks. You must correctly use the Company’s trademarks and notify the Company’s Legal Department, if you become aware of any unauthorized use of those trademarks or of any other company’s confusingly similar trademarks. Similarly, the Company is committed to not infringing the trademark rights of others.

A copyright represents the Company’s exclusive right to publish, reproduce and sell a written work. You should not do anything that would violate or possibly violate the Company’s copyrights, for instance, by reproducing or offering for sale any of the Company’s copyrighted materials, except in the ordinary course of your authorized business duties. You must notify the Company’s Legal Department of any violation of the Company’s copyrights. You should not do anything to infringe the copyrights of others (including but not limited to the use of unlicensed software, as described later in the Code).

As to patents, inventions that the Company develops, licenses or purchases are to be used or marketed only under an approved license agreement or confidentiality agreement or with the prior written approval of the Company’s Legal Department. You also should not violate the patent rights of other companies or individuals.

Any licensing of Company trademarks, copyrights or other intellectual property rights must, likewise, be approved in writing by the Company’s Legal Department.

Effective: February 12, 2017. For employees not subject to a collective bargaining 16 agreement or represented by a union.

Your duty to maintain the secrecy of the Company’s confidential and proprietary information applies not only while you are working for the Company, but even after you leave the Company. If you leave the Company, you must return all copies of documents and information or other material containing confidential and proprietary information in whatever form it is maintained (including electronic files).

Company policy also prohibits employees’ improper and unauthorized use in the Company’s business of confidential and proprietary information obtained from competitors, other companies and customers. In the course of their business, many of the Company’s business units receive confidential information, including financial information, from and relating to the Company’s customers. You must maintain and safeguard the confidentiality of any such confidential or non- public customer information.

Any intellectual property that you create, in whole or in part, within the scope of your employment with the Company, including without limitation any work that may be patented, trademarked or copyrighted or that incorporates or consists of any trade secret or confidential or proprietary information is considered a “work for hire” and is the Company’s sole property.

If you believe you have created intellectual property in the course of your employment and if there are established procedures in your business unit for reporting such information, you should follow them. If there are no such procedures, contact the Company’s Legal Department.

If you have any question about whether certain information constitutes intellectual property or is otherwise confidential, proprietary, patented, copyrighted, trademarked or other protected information, or if you have any question about the proper use of such information, you should contact the Company’s Legal Department.

B. Media Disclosure

During the course of your employment with the Company, you may receive inquiries from someone outside the Company, such as the news media. Unless responding to such inquiries is part of your job, you should refer them to the Marketing or Legal Department, as appropriate. Employees should not provide any information concerning Deluxe unless authorized to do so in writing by the Marketing or Legal Department. This policy does not preclude you from discussing terms and conditions of your employment with outside third parties if you so choose, or from engaging in any other protected activity under applicable laws.

C. Physical Access Control

The Company has and will continue to develop procedures covering physical access control to maintain the security of the Company’s communications and equipment and to safeguard Company assets from theft, misuse and destruction. You are responsible for complying with the level of access control that may be implemented in the facility where you work.

Effective: February 12, 2017. For employees not subject to a collective bargaining 17 agreement or represented by a union.

D. Computers and Other Electronic Devices and Use of Email

The Company may provide computers and other electronic devices to employees to assist them in performing their jobs. All such equipment must remain fully accessible to the Company and remains Company property. If you use a Company computer at your home or off-site, you must take precautions to protect it from theft or damage.

You should have no expectation of privacy in your Company computer or other equipment that the Company provides you. Nor should you have any expectation of privacy regarding any information transmitted over, received by or stored in any electronic communications device owned, leased or operated in whole or in part by, or on behalf of, the Company. To the extent permitted by applicable law, the Company retains the right, for any reason, to monitor the use of Company property, including by accessing, inspecting, copying and collecting computers, hard drives, electronic files, voicemail, emails and Internet access, either with or without your or a third party’s knowledge, consent or approval.

You should specifically be aware that email and other electronic communications are considered a Company record and Company property. Such materials may be (i) responsive to law enforcement subpoenas and information requests, (ii) relevant to an internal investigation conducted by the Company or (iii) produced in litigation involving the Company. As such, email and other electronic communications are subject to the Company’s records retention requirements (which are discussed later in this Code).

The purpose of email is to facilitate transmittal of business-related information. Care should be taken that email messages, like any other written work product, are drafted only when necessary, and are accurate, complete and carefully and professionally written. You should not use your computer to display, receive or send materials that your co-workers might find offensive or that are unprofessional.

E. Social Media

The Company recognizes that some employees may choose to post personal information on the Internet through personal websites, Facebook, Twitter, Instagram, blogs, forums, newsgroups or chat rooms, by uploading content, or by making comments on other websites or blogs. For simplicity, this policy refers to these platforms collectively as “social media.” Please remember as new devices, platforms, and technologies become available, this policy will still apply even though the next device or site is not explicitly referenced in this policy.

The Company acknowledges that employees may be engaging in these forms of personal expression on personal time, devices, and systems and not on company time, devices or systems. In some cases, employees may be using social media as part of their Company duties. This policy is intended to provide guidance for both work-related and personal use of social media.

Effective: February 12, 2017. For employees not subject to a collective bargaining 18 agreement or represented by a union.

Those who use social media should remember some simple guidelines:

• The Internet May be Forever – Everything written on the Internet can be traced back to its author one way or another. Information is backed up often and repeatedly, and posts in one forum are usually replicated in others through trackbacks and reposts or references.

• Personal Posts or Messages Can Influence Others’ Views of You Professionally – Although one may expect that only friends will view whatever is posted, in fact, customers, clients, and co-workers can easily see anything posted on the Internet. That information may alter the customer’s, client’s or co-workers’ view of the individual or Deluxe. Deluxe does not condone, and strongly cautions against, any posts of or links to any material that may be defamatory, discriminatory, harassing, pornographic or indecent on any personal site. Photos posted should always reflect professionalism.

• Maintain Confidentiality – Always comply with your confidentiality obligations. Never post or comment on any confidential or proprietary information belonging to Deluxe or its clients or customers (such as scripts, story lines, production notes, schedules, financial information or “behind the scenes” information), without the express written authorization of an executive officer of the Company.

• You are Responsible for What You Post – Anyone who posts on-line is responsible for what is written or presented online, whether in a personal or professional capacity. Deluxe may elect to discipline its employees, to the extent permissible by local laws, for commentary, content or images, in either personal or work-related postings that are vulgar, obscene, threatening, intimidating, violent, pornographic, unethical, harassing, or that otherwise violate Company policies.

• Be Honest and Accurate – Make sure you are always honest and accurate when posting information or news, and if you make a mistake, correct it quickly. Be open about any previous posts you have altered. Remember that the Internet archives almost everything; therefore, even deleted postings can be searched. Never post any information or rumors that you know to be false about Deluxe, employees, customers, clients, suppliers, people working on behalf of Deluxe or competitors.

• Always Comply With Company Policies – Employees are expected to adhere to all policies with respect to use of Deluxe’s computers, Internet access and other equipment or systems. Personal use of social media should not be done on work time. Limited reasonable personal use of social media during breaks, meal periods or before/after work is acceptable as long as such activities do not otherwise violate Company policies related to computers, Internet access or other equipment. When using any social media for personal matters, employees should use their personal email address and not Deluxe’s.

Effective: February 12, 2017. For employees not subject to a collective bargaining 19 agreement or represented by a union.

page19image23752 page19image23912 page19image24072 page19image24232 page19image24392 page19image24552

• Please Respect Deluxe’s Intellectual Property – When using social media for personal purposes, employees may not misuse Company trademarks, logos, or other images. This prohibition is intended to protect the company’s brand image, but it is not intended, and should not be read to prohibit employees’ use of Deluxe’s logo or trademarked images when communicating with co-workers or other about matters related to employees’ terms and conditions of employment.

• You Are an Employee, But Not a Deluxe Spokesperson – If you choose to identify yourself as a Deluxe employee, and regardless of the topic of discussion, please state that the views expressed are your own, and do not necessarily reflect the view of Deluxe. Never represent yourself as a spokesperson for Deluxe. If Deluxe is a subject of the content you are creating, be clear and open about the fact that you are an employee and make it clear that your views do not necessarily represent those of the Company, other employees, customers, clients, suppliers or people working on behalf of the Company. If you publish a blog or post online related to the work you do or subjects associated with Deluxe, make it clear that you are not speaking on behalf of Deluxe. It is best to include a disclaimer such as “The postings on this site are my own and do not necessarily reflect the views of Deluxe.”

• Social Network Friends May Be Separate from Your Work Relationships – Participation in Facebook, Instagram, Twitter, or similar social media sites as a personal network need not include coworkers or customers. You should feel free to say “no” to friend requests from business partners, co-workers, clients, or customers. Employees should understand and use the levels of privacy control available on personal social media accounts.

F. Company Funds and Property

Employees are responsible for using Company resources and property (including time, materials, equipment, and proprietary information) for Company business and not for an employee’s personal benefit. Company equipment or other property should be properly handled and cared for, and should not be used for personal benefit, sold, loaned, given away or disposed of without proper authorization.

You are responsible for all Company funds over which you exercise control. Company funds must only be used for Company business purposes and every expenditure, including expense reports, must be supported with accurate, complete and timely records.

G. Software and Copyright Compliance

All software that you use to conduct Company business must be appropriately licensed. Any non-licensed or unsupported software should be removed from your Company computer and any other Company-issued electronic devices. You may not run personal software on Company computers. Computer software and other materials—including books, articles, magazines, drawings, photographs, videotapes and advertising—potentially are covered by United States or

Effective: February 12, 2017. For employees not subject to a collective bargaining 20 agreement or represented by a union.

page20image24664 page20image24824 page20image24984

foreign copyright laws and various multinational pacts. It is a violation of law and of Company policy to make unauthorized copies of such materials.

Our business requires that we ensure our assets and information, as well as those entrusted to us by others, are protected and secure. The Company has established policies governing network security and software usage published on the Company’s intranet. In addition to those policies, you are expected to comply with the following Information Technology Code of Conduct.

This list only provides examples, and does not identify every potential type of unacceptable conduct for which an employee may receive discipline up to and including termination.

  •   You are prohibited from unauthorized distribution or copying of files, software, or other property belonging to Deluxe or its clients.

  •   You are prohibited from downloading any file or other material from any website or email for other than business purposes.

  •   You are prohibited from downloading and installing any software onto Deluxe’s network or system without express written approval from a manager or supervisor.

  •   You are prohibited from connecting any external devices, such as a USB or flash drive, to Deluxe’s network or systems without express written approval from a manager or supervisor.

  •   You are prohibited from connecting to any external file storage services (iCloud, DropBox, Box, etc.) without express approval from a manager or supervisor.

  •   You are prohibited from connecting to any external system (e.g., home computer using remote desktop, a different company’s network) without express written approval from a manager or supervisor.

  •   You are prohibited from revealing your account password to others or allowing use of your account by others. This includes family and other household members when work is being done at home.

  •   You are prohibited from circumventing user authentication or security of any host, network or account.

  •   You are prohibited from sending, copying, streaming, or downloading copyrighted materials without a proper license, misusing software trial version, shareware or any

    Effective: February 12, 2017. For employees not subject to a collective bargaining 21 agreement or represented by a union.

other software programs, illegally downloading, copying or using “hacked” or “cracked” software.

If you learn of any misuse of hardware, software, or data, you must notify your manager or a member of the Deluxe Security Department immediately.

H. Personal Electronic Devices

You are not required to use a personal electronic device to conduct Company business. If you decide to do so, you must obtain express written permission from Deluxe before using a personal electronic device to conduct Company business. You should not be using your personal email accounts (e.g., Gmail) to conduct Company business. When you use a personally-owned electronic device to conduct Company business, such as checking Deluxe e-mail, Deluxe maintains its rights to, and ownership of, all Company data that may reside on the personal device due to its use within Deluxe’s IT Systems. Under such circumstances, in order to safeguard Deluxe’s data or that of its customers, and clients, Deluxe reserves the right to remotely, or otherwise, destroy any and all data on the device without notice to you. Destruction of all data on the device includes, but is not limited to, business e-mail, personal e-mail, music, photographs, applications, contact lists, business data, and personal data, regardless of whether or not it is proprietary, confidential, trade secret or sensitive. Such action may be taken during employment – for example, upon loss or theft of the device – or upon termination of employment with Deluxe. Employees using their personal electronic devices are responsible for taking steps to backup all personal data in the event that such a security measure is necessary.

I. Theft and Schemes to Defraud the Company or Others

You may not engage in any scheme to defraud, including any scheme to defraud the Company or any person or entity with whom the Company does or seeks to do business. You are prohibited from misappropriating Company assets, funds or products, providing products or services to anyone in violation of Company policies or retaining any benefit or opportunity that belongs to the Company. This prohibition covers not only embezzlement of Company money or property, but also any unauthorized use of Company property. It also covers deceitful conduct of any kind – whether directed at the Company, its customers or suppliers. You must promptly report to your supervisor or the Company’s Legal Department any suspected theft, fraud, embezzlement or misappropriation of Company property or resources.

Effective: February 12, 2017. For employees not subject to a collective bargaining 22 agreement or represented by a union.

A.

III. COMPANY RECORDS AND DOCUMENTS Accuracy of Company Records and Reporting

The Company—through its employees, directors, officers, contractors and agents worldwide— has a responsibility to provide full, fair, honest, accurate, timely and understandable disclosure of its business and financial condition in the periodic reports that it must file with the required agencies or submit to others.

It is the Company’s policy to maintain books, records and accounts in reasonable detail to reflect accurately and fairly all of the Company’s transactions and its financial condition. The Company and its subsidiaries and business units maintain a system of internal accounting controls designated to reinforce policy compliance. All employees with responsibility for preparing and maintaining the Company’s financial records must comply with the Company’s internal accounting controls and procedures and this Code.

All of the Company’s assets and liabilities must be recorded in the regular books of the Company. Under no circumstance may there be any unrecorded fund, asset or transaction of the Company or any improper or inaccurate entry knowingly made in the Company’s books and records. In addition to prohibiting improper payments, the law and Company policy require that the books, records and accounts of the Company accurately reflect all transactions and dispositions of Company assets, including records of improper payments (which are prohibited). Records are inaccurate and violate the law if they fail to record illegal or even improper transactions, or if they falsify or disguise such transactions.

All employees—whatever their level of seniority—are responsible for implementing this policy. You must prepare and complete all Company records—including paper records, electronic records, business data, reports, filings, submissions and other documents—in a full, fair, honest, accurate, timely and understandable manner. This includes routine documents such as time sheets and expense reports. It also includes financial statements, public filings, accounting entries, cost estimates, factory logs, requests for refunds, contract proposals and other presentations and reports to management, customers, governmental agencies, and other required entities. The falsification of records, whether paper or electronic, is illegal and always unacceptable.

You may not interfere with, or seek improperly to influence, directly or indirectly, the auditing of the Company’s financial records. Nor may you conceal any information relevant to an auditor’s activity. Each employee is required to cooperate truthfully with all auditing personnel, lawyers, accountants, bankers and financial advisors.

Effective: February 12, 2017. For employees not subject to a collective bargaining 23 agreement or represented by a union.

If you believe that the Company’s books and records are inaccurate, have been falsified, or are otherwise not in accord with these requirements, you must immediately report the matter to the Company’s Legal Department.

B. Record Retention and Subpoenas

You must comply with all laws and regulations relating to records preservation. Under various legal and tax regulations, the Company must retain certain documents for varying periods of time. The Company may also issue internal record retention guidelines. You should direct any question regarding these requirements to the Company’s Legal Department.

If you know or become aware that the Company has received or been served with, or may receive or be served with, a subpoena or other legally authorized document request—be it criminal, regulatory or civil—it is your responsibility to immediately contact the Company’s Legal Department. If you become aware that there is an impending governmental or regulatory investigation, or that the Company has been, or may be, served with a subpoena or other legally authorized document request, you must retain all records that may pertain to that investigation or that may potentially be responsive to the subpoena or other request. You must not destroy or alter any such records in your possession or control or cause others to destroy Company records. You should not guess whether certain documents should be preserved. You should contact the Company’s Legal Department to obtain guidance on the scope of your document retention responsibilities. When in doubt, you should err on the side of preservation.

C. Cooperating with Government Investigations

The Company is committed to cooperating with appropriate government inquiries and investigations. If you receive any request for information or for an interview from a governmental or regulatory agency, you should immediately contact the Company’s Legal Department.

Any information you provide to the government must be complete and truthful. In those instances where Company documents are requested, you are reminded of the obligation to preserve such material and that such material is Company property and as such you should obtain permission to produce it. Nothing in this Code should be interpreted as prohibiting or discouraging employees from testifying or participating in any state or federal administrative, judicial or legislative proceeding or investigation, or any governmental matter outside the U.S.

You must never, under any circumstance:

  •   Destroy or alter any Company document, including emails and other electronic records, in connection with or in anticipation of a subpoena or request by a governmental agency or court;

  •   Lie or make false or misleading statements to any governmental investigator; or

    Effective: February 12, 2017. For employees not subject to a collective bargaining 24 agreement or represented by a union.

 Attempt to persuade any other Company employee, or any other person, to provide false or misleading information to a governmental investigator, to destroy or alter any document or to fail to cooperate with an investigation.

Doing any of these things is a violation of Company policy and may constitute a criminal offense. This policy applies to all matters involving any federal, state, local or foreign government.

D. Contracting and Signing Legal Documents

As a general matter, non-executive employees are not authorized to sign any document, agreement or contract that purports to bind the Company to any liability, obligation, or duty, without approval from the Legal Department and/or Finance Department. This includes documents pertaining to real estate, leases, vendors, employment agreements, and business transactions (including NDAs, service agreements, and any other agreements with clients and customers).

The Company must use only legitimate means to obtain a contract. You may not seek or receive information that the Company is not authorized to possess, including improperly obtained confidential or proprietary information of competitors and improperly obtained non-public documents relating to bidding or source selection.

You must also observe internal procedures for verifying the good character of the Company’s business partners and their commitment to abide by the same high ethical standards that we do.

E. Payment Practices

All transactions must be fully and accurately recorded in the Company’s books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the law. Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.

Effective: February 12, 2017. For employees not subject to a collective bargaining 25 agreement or represented by a union.

IV. INTERNATIONAL BUSINESS

We are an international company. The Company must comply not only with the laws of the countries in which it does business outside the United States, but also with specific United States laws that apply to such situations. Non-compliance by you will not be excused even if some countries do not enforce certain laws in practice. If you have a question about whether certain activities are permissible, contact the Company’s Legal Department. If in doubt, you should refrain from the activity unless appropriate personnel inform you that it is permissible.

A. No Improper Payments to Foreign Officials

Company policy and the law (including the Foreign Corrupt Practices Act (“FCPA”)) prohibit employees and their agents from:

  1. (i)  giving or offering to give, directly or indirectly, anything of value to a Foreign Official,

  2. (ii)  in order to obtain or retain business or obtain any improper advantage, (such as favorable

tax or customs treatment),
(iii) in a corrupt manner, i.e., induce the recipient to misuse his or her position to obtain a business or other advantage.

The FCPA defines “Foreign Officials” broadly to include office-holders who are elected or appointed, employees of governmental agencies and state-owned businesses (even where those businesses perform a purely commercial function), candidates for office, officials in political parties, agents and family members of the foregoing, as well as certain international agencies, such as the World Bank and the United Nations.

An improper payment need not be in the form of cash and can include gifts, services, amenities, stock or other types of consideration. In addition, the law covers not only employees of the Company, but also those people that the law deems “agents” of the Company, even if they are engaged as independent contractors or consultants. For example, the Company can be held to violate anti-bribery laws by authorizing or making an offer or payment to a third party, e.g. a sales agent or distributor, with reason to know that all or a portion of the payment would be used for an improper purpose, such as providing a benefit to a Foreign Official in order to obtain an improper business advantage. It is therefore the policy of the Company to carefully review those persons it engages as vendors, both inside and outside the United States. That review must be documented, and those vendors the Company engages must contractually commit to abide by the Company’s commitment to comply with applicable laws, including anti-corruption laws such as the FCPA.

Effective: February 12, 2017. For employees not subject to a collective bargaining 26 agreement or represented by a union.

No payments may be made to a local contractor or consultant when you know or have reason to believe that the contractor or consultant will give some or all of the payment to a government official, agency, political candidate or political party. Further, no contract or agreement may be made with any business in which a governmental official or employee holds a significant interest, without the prior written approval of the Company’s Legal Department.

Additional laws, such as the UK Bribery Act, may also apply to improper payments. Any such request for a payment or benefit must be reported to the Company’s Legal Department.

In sum, the anti-bribery laws impose substantial obligations upon companies and their employees conducting business abroad and allow for substantial penalties for violating those obligations. Accordingly, great care must be taken to scrutinize all aspects of foreign transactions whether they involve a private party or any type of Foreign Official or governmental or quasi- governmental action. This is especially important in dealing with foreign entities where the line between governmental and private concerns is not always readily apparent. The Company strictly complies with the laws of the countries in which we do business and as a U.S.-based company, we also comply with U.S. or other laws that govern our activities worldwide. In order to comply with these laws, we may not bribe or attempt to bribe a Foreign Official, or engage in commercial bribery. The Company condemns corruption in all its forms. We have zero tolerance for bribery and any other forms of corruption.

Each employee with responsibility for retaining or supervising contractors or consultants outside the United States has an obligation to become familiar with the requirements of the FCPA and all other relevant anti-bribery laws in the locale in which they operate and to adhere at all times to those requirements. You must immediately report to the Company’s Legal Department any suspected or actual violation of this policy. When any question or uncertainty arises with respect to those requirements, it is the obligation of each affected employee to seek guidance from the Legal Department. Employees may also reach out to their department head with general inquiries or uncertainties.

B. Import, Export, and Customs Laws

There are a number of U.S. and local laws and regulations that regulate the import and export of products into and out of certain countries. If you are involved in international business, it is very important to carefully review import and export documentation and understand who is responsible for customs payments and how the calculations are made. Penalties for violation of applicable import, export, and customs laws can be severe, including loss of the Company’s export or import rights and damages, as well as criminal penalties. You should raise any questions you have about these issues with the Company’s Legal Department. For example, the Company’s Legal Department can provide you with guidance on which countries are prohibited destinations for Company products or whether a proposed technical presentation to foreign nationals may require a U.S. Government license.

Effective: February 12, 2017. For employees not subject to a collective bargaining 27 agreement or represented by a union.

C. Anti-boycott Laws

It is the Company’s policy to conduct its business in accordance with all United States anti- boycott laws and regulations. In general, these laws and regulations are designed to prevent businesses from cooperating with unsanctioned foreign boycotts of countries friendly to the United States, such as the boycott of Israel by certain countries. In addition, companies are required to report to the government any boycott requests made to them. If you have any question about whether certain conduct you are considering would violate this policy, or are aware of any boycott requests, contact the Company’s Legal Department.

D. Transfer Pricing

Transfer pricing rules may affect the conduct between Deluxe entities in cross-border business. These rules are relevant to international agreements and can apply to affect pricing policies in relation to the supply of products or services between subsidiaries within the Deluxe group. If you have any questions about how transfer pricing laws might affect a transaction, contact the Company’s Legal Department.

Effective: February 12, 2017. For employees not subject to a collective bargaining 28 agreement or represented by a union.

V . COMPETITION

A. Fair Methods of Competition

The Company will compete for and win customers through fair competition. You may not use improper or illegal means to gain competitive information that is confidential or proprietary to others. You should never attempt to obtain or accept a competitor’s confidential information by improper means. Although the Company may, and does, employ former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers.

B. Compliance with Antitrust and Competition Laws

The Company and its employees must comply with the antitrust and unfair competition laws of the United States and the other countries in which the Company does business. These laws vary from country to country and can be complex. If you have a role that may implicate the antitrust laws—such as a sales and marketing position or a position with authority over pricing—you are responsible for knowing the applicable laws, and you should address any question regarding compliance with those laws to the Company’s Legal Department.

Antitrust laws prohibit attempts to monopolize or otherwise restrain trade, including, but not limited to, selling products below cost, bid rigging, group boycotts, price discrimination, “fixing,” or agreeing on, the price or cost of products or dividing customers or geographic territories with competitors. Also prohibited are certain kinds of “tying” arrangements that require a customer who wishes to purchase a product to buy other products or services, agreements with distributors or retailers regarding the price at which they will resell the Company’s products and other restrictive agreements. A violation of the antitrust and competition laws can carry both civil and criminal penalties.

Although these laws are complex, at a minimum they require that there be no agreement between the Company and any other party, whether formal or informal, that reduces or could be perceived as reducing competition. By way of example only, you should never exchange non- public sales, pricing or other competitive information with competitors for the purpose of affecting sales prices, levels, or geographic allocation. In addition, employees should immediately report to the Company’s Legal Department any request for an agreement to exchange non-public competitive information.

Employees engaged in any of the Company’s foreign operations should at minimum observe the same antitrust guidelines as stated above and should consult with the Company’s Legal Department regarding any applicable local law. Any question regarding the requirements of foreign or United States antitrust laws should be directed to the Company’s Legal Department.

C. Product Quality and Advertising

Effective: February 12, 2017. For employees not subject to a collective bargaining 29 agreement or represented by a union.

The Company will conduct its business in compliance with all applicable laws, rules, and regulations governing the manufacture and distribution of the Company’s services.

Quality is the hallmark of the Company’s products and services. It is your responsibility to respond promptly and positively to every customer complaint concerning the Company’s products or services by notifying your supervisor or the Company’s Legal Department. You must immediately report any deviation from the Company’s quality standards or procedures.

The Company also abides by all laws, foreign and domestic, that regulate advertising. Generally, these laws prohibit false, misleading or deceptive advertising and related activities in the promotion and sale of the Company’s products. All advertising or marketing claims made by the Company regarding its products must be truthful and have a reasonable basis in fact. In addition, the Company will not obtain or use any government classified or sensitive information from any source where there is reason to believe that the release of the information is unauthorized.

Effective: February 12, 2017. For employees not subject to a collective bargaining 30 agreement or represented by a union.

VI. SAFE, FAIR, AND LEGALLY COMPLIANT WORK ENVIRONMENT

The Company recognizes that its greatest strength lies in the talent and ability of its employees. All personnel are expected to hold themselves accountable to the highest professional standards, with professional relationships based on mutual respect. The Company respects the workplace laws of each jurisdiction in which it does business. Included among these laws are equal employment opportunity statutes, environmental laws, drug-free workplace mandates, and rules or regulations promoting a work environment that is free of discrimination and harassment.

A. Fair and Equitable Treatment of Employees

The Company treats employees equally, regardless of race, color, creed, religion, gender, national origin, citizenship, veteran status, sexual orientation, age, disability or other protected classification. We make all employment decisions, such as hiring and promotion, based solely on an employee’s qualifications and performance, and we promote equal opportunity for all qualified individuals. We treat each other with the same respect and fairness that we expect to receive. This holds true both inside and outside the workplace.

We do not tolerate any form of harassment, whether directed at a fellow employee, a customer or a vendor. This includes any harassment based on gender, race, color, creed, religion, national origin, citizenship, veteran status, sexual orientation, age, disability, or other protected classification. We do not tolerate any verbal or physical conduct that disrupts or interferes with another’s ability to do his or her job or that creates a hostile work environment. This includes inappropriate contact, leering, language, pictures, communications (whether written, electronic, or telephonic) or any other personal interaction.

Management encourages you to report any instance of employment discrimination or harassment to your supervisor, or the Company’s Human Resource Department. In the event your supervisor or manager has engaged in inappropriate behavior in violation of this policy, or your supervisor or manager does not appear to be taking appropriate action, or you otherwise feel uncomfortable making a report to them, you must promptly report the conduct directly to Human Resources. The Company prefers that such reports be made in writing, although oral reports will be accepted. You should never tolerate inappropriate behavior.

B. Diversity

As a Company with divisions that do business around the world, we have employees who hail from a variety of backgrounds, cultures and nations. We are proud of this. Each of us is responsible for respecting the diversity of individuals and cultures among our employees and within the communities in which we operate. We can only achieve a high level of employee involvement and teamwork by understanding the cultural differences of the countries in which

Effective: February 12, 2017. For employees not subject to a collective bargaining 31 agreement or represented by a union.

we operate. We also recognize that the diversity within our communities and marketplaces should be reflected among our employees who serve those communities and marketplaces.

C. Safety and Health

The Company is committed to eliminating workplace hazards, providing its employees with a safe and healthy work environment and complying with all occupational safety and health laws and standards, including the U.S. Occupational Safety and Health Act and similar laws of other countries in which we operate. You must promptly report any adverse health or safety incident or condition—whether in the office or any other Company facility—including broken equipment or machinery, potentially hazardous substances and accidents.

The Company will not tolerate illegal drugs or other illegal controlled substances. The presence of any illegal drug or other illegal substance in the body while on the job or conducing Company business is a violation of this Code. Subject to applicable law, you may be required to submit on a random basis to drug screens, blood tests and other medical examinations in the event the Company has a good faith basis to suspect a possible violation of this Code or reasonably believes that such a test is necessary to protect the safety of others. Your refusal to undergo testing or to cooperate fully and honestly with these testing procedures may constitute a violation of this Code to the extent permitted by applicable law.

The Company’s prohibition of illegal drug use in the workplace extends to legal drugs for which you may not have a valid prescription, or that are not used in a manner consistent with accepted frequency or dosage requirements. In addition, unless authorized by a supervisor for an appropriate Company event, you may not possess or consume alcohol on Company property, or be under the influence of alcohol while on the job or conducting Company business. The Company is committed to maintaining a work environment free from the illegal use and abuse of drugs and alcohol, and may take necessary disciplinary action (up to and including termination) to the extent permissible by local law, in response to any violation of this Code.

You may not possess a firearm or other weapon while on Company property or while conducting Company business, regardless of whether you are licensed to carry such a weapon. The Company will not tolerate any level of violence, or threats of violence, in the workplace.

To enforce this Code and protect the safety and property of all personnel, subject to applicable law, the Company reserves the right to inspect employee lockers, toolboxes, garments, briefcases, computers, desks and cabinets, as well as motor vehicles and other personal belongings brought onto Company property. Failure to cooperate with any such inspection may constitute a violation of this Code to the extent permitted by applicable law.

D. Environmental Compliance

Effective: February 12, 2017. For employees not subject to a collective bargaining 32 agreement or represented by a union.

The Company recognizes its obligation as a good corporate citizen to conduct all of its activities in ways that preserve and promote a clean, safe and healthy environment. You must comply strictly with, and ensure that Company activities meet, the letter and spirit of applicable environmental laws and regulations.

Pollution resulting from manufacturing operations or improper waste disposal can be harmful to public health and the environment. The Company is committed to preventing pollution, minimizing waste and conducting appropriate waste disposal. You must immediately report any unauthorized release of a hazardous substance to your supervisor or the Company’s Legal Department.

No employee may enter or provide any information known to be false on any governmental environmental form, on any monitoring report or in response to any request for environmental information from any governmental or regulatory agency.

Executive Management has overall responsibility for the Company’s environmental policy. Facility management and facility environmental staff, along with their supervisors, are responsible for implementing the Company’s environmental compliance program, including developing site-specific environmental compliance plans, as appropriate, to supplement Company policies and guidelines. Facility management also is responsible for ensuring that each employee whose job affects environmental compliance is properly trained. Regulatory compliance staff at each facility should maintain up-to-date information on current, new and anticipated environmental laws and regulations, develop site-specific compliance programs and train employees. All supervisors must be kept current by regulatory compliance staff on relevant environmental rules and regulations.

The laws and regulations in this area are complex, and violation can result in severe criminal and civil penalties for the Company and its employees. If you are faced with an environmental compliance issue, you should contact your supervisor or the Company’s Legal Department.

E. Human Trafficking

The United States Government has a zero tolerance policy with regards to Human Trafficking. No employee, subcontractor or subcontractor employee involved in the performance of a contract with the U.S. government shall at any time: (a) Procure a commercial sex act involving an adult or child; or (b) Recruit, harbor, transport, provide, or obtain a person for labor or services through the use of force, fraud or coercion; or (c) Violate a specific United States directive regarding trafficking in persons including general orders or listings of “off limits” establishments; or (d) Use forced labor in the performance of a contract.

F. Workplace Violence

The Company has adopted a zero tolerance policy for workplace violence.

Effective: February 12, 2017. For employees not subject to a collective bargaining 33 agreement or represented by a union.

Acts or threats of physical violence, including intimidation, harassment, and/or coercion, which occur in the workplace or outside of the workplace that indicates unfitness for the job or raises a threat to the safety or well-being of the Company, its employees, customers, vendors or their property, will not be tolerated and will subject an employee to disciplinary action (up to and including the termination) to the extent permissible by local law.

Examples of prohibited conduct include but is not limited to the following:

• Any threat or act of violence in the workplace, regardless of the relationship between Deluxe and the parties involved in the incident.

• A threat or act of violence occurring outside of the workplace against another employee or someone who is acting in the capacity of a representative of Deluxe, which is based on a situation that happened or that is connected to the workplace.

• A threat or act of violence occurring outside of the workplace involving a Deluxe employee or non-employee if the threats or acts affect the business or financial interests of Deluxe.

• An act or threat resulting in a criminal conviction that indicates unfitness for the job or raises a threat to the safety or well-being of the Company, its employees, customers, vendors or their property,

  • Hitting or shoving an individual

  • Harassing surveillance or stalking

  • Bringing any firearms or weapons, or using any object as a weapon on company property

G. Electronic Eavesdropping

It is the Company’s policy to comply fully with all applicable laws governing wiretapping, eavesdropping, and other forms of electronic surveillance. It is a violation of this Code and the laws of many states to listen to or record the contents of any communication of any type unless all parties to the communication consent. You may not record any conversation with any other party, whether that party is employed by the Company or otherwise, unless every party to the conversation (i) knows about the recording and (ii) consents to it.

H. Standards of Conduct

The Company expects each employee to demonstrate unquestionable integrity and to contribute to the quality and reliability of the Company’s services within the scope of his or her job responsibilities. Not only will this promote efficiency and productivity, but it will also create a pleasant and cooperative work environment. Any failure to adhere to the Company’s standards

Effective: February 12, 2017. For employees not subject to a collective bargaining 34 agreement or represented by a union.

of conduct may be subject to discipline (up to and including termination), to the extent permissible by local law.

To provide some guidance regarding unacceptable behavior, the Company has identified some examples of types of conduct that are not allowed. This list only provides examples, and does not identify every potential type of unacceptable conduct for which an employee may receive discipline, up to and including termination.

• Insubordination, failure or refusal to carry out job assignments and management directives;

• Unauthorized release of confidential or proprietary information or trade secrets, including but not limited to any violation of any applicable non-disclosure agreement;

• Engaging in any unprofessional or disrespectful conduct toward colleagues, and/or in the presence of clients or visitors, including but not limited to swearing or verbal abuse directed at co-workers, managers, or clients;

• Falsifying or making a material omission on any work, personnel, or other Company records, such as an employment application or resume;

• Altering, destroying or falsifying timesheets or time records, intentionally clocking in and out for another employee, allowing someone else to clock in and out for you, removing any timesheets or time records from the designated area without proper authorization;

• Disruptive or excessive personal use of phones, instant messaging, internet, computers, printers or other company office equipment.

• Unauthorized taking or removal of Company, co-worker, or client funds or property, or unauthorized charges to a Company account;

  • Dishonesty;

  • Discrimination against, or harassment of, co-workers, managers, customers, clients or third parties;

  • Sexual harassment or other unlawful harassment, whether verbal, physical, or visual;

  • Possession, consumption, sale, or being under any influence of alcohol or illegal drugs while at work or on work premises;

• Bringing on to Company property dangerous or unauthorized materials, such as explosives, firearms, or other similar items;

• Fighting with or threatening a co-worker, manager, or customer;

Effective: February 12, 2017. For employees not subject to a collective bargaining 35 agreement or represented by a union.

  • Actual or threatened violence;

  • Unacceptable or below-standard job performance;

  • Excessive or recurring absenteeism, tardiness, or failure to report in when absent or late for work;

  • Sleeping on the job;

  • Theft or unauthorized removal or possession of property from Deluxe, co-workers, customers, or anyone on Company property;

• Misusing, destroying, or damaging property of Deluxe, co-workers, customers, clients, or anyone on Company property;

• Engaging in any conduct outside of the workplace that indicates unfitness for the job or raises a threat to the safety or well-being of the Company, its employees, customers, clients or their property; and

• Violation of any policy contained in this Code or any other Company policy or procedure communicated to employees.

Effective: February 12, 2017. For employees not subject to a collective bargaining 36 agreement or represented by a union.

VII. COMPLIANCE WITH THE CODE

You are responsible for complying with this Code and all other Company policies and procedures.

Members of management assume a special obligation for knowing and effectively communicating to the employees reporting to them the importance of complying with this Code. These responsibilities cannot be delegated. Managers and supervisors are encouraged to maintain an open-door policy in responding to questions regarding this Code. Frequent discussion of ethical issues, both informally and formally, is a good corporate practice.

This Code will be distributed to each new employee upon commencement of his or her employment.

A. Local Laws

The Code shall be enforceable to the fullest extent permissible under applicable local laws. Where actions otherwise required by the Code (for example, reporting of violations) are inconsistent with applicable local laws, the employee shall be required to take actions to the fullest extent consistent with both the Code and applicable local laws.

B. Resolving Concerns and Reporting Violations

As noted in the Introduction, where practicable, and except as otherwise provided in the Code, you should direct any questions or concerns regarding the Code in the first instance to your supervisor. Any violation of the Code should be reported as specified in Introduction and throughout the Code. If you believe a violation of this Code has occurred or may occur and the Code or some other Company policy does not specify the particular Company official to whom it should be reported, you should report it to the Company’s Legal Department.

All reported violations will be handled with care and will receive a diligent and thorough investigation and review. You have a duty to cooperate fully and truthfully in the investigation of any alleged violation of this Code. You may be subject to disciplinary action (up to and including termination), to the extent permissible by local law, if during an investigation you fail to cooperate, encourage others not to cooperate or otherwise try to obstruct, impede or misdirect an investigation, or deliberately provide false, misleading or incomplete information.

If the concern involves a possible violation by a Company official to whom you would report under the Code, please report to the Company’s Human Resources or Legal Department.

It is important that you not conduct your own investigation. Investigations may involve complex legal issues. Acting without proper guidance from appropriate Company representatives or legal counsel may interfere with an investigation.

Effective: February 12, 2017. For employees not subject to a collective bargaining 37 agreement or represented by a union.

The Company will fully review all concerns brought to its attention. It will evaluate the results and authorize appropriate responses and preventive actions to address the concern. The Company reserves the right to take whatever action it believes appropriate to deal with a violation of this Code, including terminating the employment of an individual determined to have engaged in improper or illegal conduct, subject to any applicable law.

Company policy prohibits retaliating against anyone who reports in good faith an actual or suspected violation of this Code or applicable law. Any employee responsible for such retaliation may be subject to disciplinary action (up to and including termination), to the extent permissible by local law. Submitting a report known to be false, however, also constitutes a violation of this Code and may result in disciplinary action.

C. Certification

You must certify your understanding of and compliance with the terms of this Code by signing the sheet at the back of this booklet and returning it to the Company’s Human Resource Department. Be sure that you have read and understood this Code before signing the statement. If, in good faith, you believe you cannot sign the attached sheet, you must advise your supervisor and your Human Resources of your reasons for not signing.

Effective: February 12, 2017. For employees not subject to a collective bargaining 38 agreement or represented by a union.

EMPLOYEE ACKNOWLEDGMENT

I, the undersigned, acknowledge that I have received a copy of Deluxe Entertainment Services Group Inc. Code of Business Conduct (the “Code”), and have read, understand and will comply with the principles and standards outlined in the Code.

If there is anything I did not understand, I have requested and received a satisfactory explanation from the Human Resources or Legal Department. I further understand that Human Resources and the Legal Department remain available throughout my employment with the Company to answer any other questions that may arise concerning the Code and the application of the principles and standards outlined in the Code and I agree that, to the extent I may have such questions, I will contact the Human Resources or Legal Department

I agree that, in addition to the Code, the Company may have other more specific policies that apply in certain situations (to the extent not inconsistent with the provisions of this Code). Among such other policies are those contained in the Company’s Employee Handbook that is applicable to me. I agree and acknowledge that I must read, understand and comply with these other policies. To the extent I believe there is a conflict or inconsistency between this Code and any written policy of the Company or my business unit, or between this Code and any agreement between me and the Company, I will contact my supervisor, the Human Resources or Legal Department.

I understand and agree that nothing contained in the Code constitutes a contractual obligation of any kind on the part of Deluxe, including without limitation a contract of employment.

I agree and understand further that, unless employed outside the United States in a country where the applicable law is different, or unless I have a specific employment contract that states otherwise, employment with the Company is “at-will,” which means that I or the Company may terminate my employment for any reason or no reason, with or without notice, at any time. I understand and agree that this Code is inapplicable if I am subject to a collective bargaining agreement or represented by a union.

I understand and agree that the Company may change and update this Code from time to time and that I may obtain a copy of the most recent edition of the Code from Human Resources and that it is my responsibility to review the Code from time to time.

I understand and agree that if I have any question about the requirements of this Code or discover events of a questionable, fraudulent or illegal nature that are, or I believe in good faith may be, in violation of law, this Code or any other Company policy, I must immediately report my questions or concerns. I agree and acknowledge that I am presently unaware of any violation of this Code that I have not reported as required or which has otherwise been brought to the Company’s attention.

__________________ _______________________ _____________ Printed Name Signature Date

Effective: February 12, 2017. For employees not subject to a collective bargaining 39 agreement or represented by a union.