Compliance & Ethics Policy

Effective Date: [Insert Date] · Last Reviewed: [Insert Date]

Ember Ascend Logistics moves freight, paperwork, and payments across an international border every working day. That work only holds up if it is done honestly, accurately, and in line with the laws of both the United States and Brazil. This Compliance and Ethics Policy sets out the standards every employee, contractor, and business partner is expected to follow, and the channels available to raise a concern when something does not look right.

1. Purpose and Scope

This policy applies to all Ember Ascend Logistics employees, officers, and contractors, and to the third parties we work with on a client’s behalf, including customs brokers, carriers, warehouse operators, and sales or logistics agents acting under our name. It covers our conduct in both the United States and Brazil, and in any other jurisdiction where we do business, and it applies regardless of role or seniority.

No client relationship, deadline, or revenue target justifies a shortcut around this policy. Where local law sets a stricter standard than this policy, the stricter standard governs.

2. Our Commitment

Ember Ascend Logistics is committed to conducting business:

• Honestly and transparently with clients, carriers, government agencies, and each other;
• In full compliance with U.S. and Brazilian customs, trade, and transportation law;
• Free of bribery, corruption, and improper influence in any form; and
• With respect for the privacy, safety, and dignity of everyone we work with.

Every team member is responsible for understanding how this policy applies to their role. Managers are additionally responsible for modeling these standards and for making sure their teams have the training and support to follow them.

3. Code of Conduct and Business Integrity

We compete for business on the strength of our service, not through misrepresentation, favoritism, or improper pressure. All employees are expected to:

• Deal fairly with clients, carriers, customs authorities, and colleagues;
• Represent Ember Ascend Logistics’ capabilities, rates, and transit times accurately in every quote, proposal, and marketing claim;
• Avoid any statement or document that could mislead a client, a carrier, or a government agency, even by omission; and
• Escalate, rather than quietly resolve, any situation that appears to call for cutting a corner.

4. Anti-Bribery and Anti-Corruption

Ember Ascend Logistics prohibits bribery and corruption in every form, whether directed at a government official or a private party, in the United States, Brazil, or anywhere else we operate. This includes compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and Brazil’s Clean Company Act (Lei Anticorrupção, Law No. 12,846/2013).

No employee, contractor, or agent acting on our behalf may, directly or indirectly:

• Offer, promise, or give anything of value to a customs official, port authority, government employee, or private-sector counterpart to obtain or retain business, or to improperly speed up a routine process (a “facilitation payment”);
• Request or accept a bribe, kickback, or improper payment in exchange for business, favorable treatment, or a routing decision; or
• Use a third party, agent, or intermediary to do indirectly what this policy prohibits doing directly.

Facilitation payments to speed up customs clearance or inspection are prohibited even where they are locally common practice. Any request for one must be reported immediately using the channels in Section 16.

5. Trade Compliance, Sanctions, and Restricted Party Screening

As a company that moves goods across an international border, we are directly responsible for making sure the shipments we handle do not violate U.S. or Brazilian trade law. This includes:

• Screening clients, consignees, and counterparties against applicable restricted-, denied-, and sanctioned-party lists (including OFAC’s Specially Designated Nationals list and comparable Brazilian government lists) before onboarding and before booking a shipment;
• Complying with U.S. export control regulations (including the Export Administration Regulations) for any shipment that may be subject to them, and refusing to route a shipment we know or suspect is destined for a sanctioned country, entity, or end use;
• Never structuring, mislabeling, or rerouting a shipment to evade a sanction, embargo, or export restriction; and
• Escalating any shipment with an unclear end user, end use, or ultimate destination to a supervisor before it is booked.

6. Customs Compliance and Accurate Documentation

Accurate paperwork is the foundation of lawful, efficient trade. Every employee involved in preparing or reviewing shipping documentation is expected to:

• Classify goods accurately under the U.S. Harmonized Tariff Schedule and Brazil’s NCM (Nomenclatura Comum do Mercosul), based on the true nature of the goods rather than the classification that produces the lowest duty;
• Declare accurate values, quantities, and countries of origin on every commercial invoice, packing list, and customs declaration;
• Never under-declare value, split a shipment to avoid a duty threshold, or use a false description to reduce scrutiny or duty; and
• Keep RADAR registration, Siscomex credentials, and related import/export licenses current and used only for their intended, authorized purpose.

When a client provides information we know or have reason to believe is inaccurate, we do not simply pass it along. We raise the discrepancy with the client and, if it is not resolved, decline to file the documentation as provided.

7. Anti-Money Laundering and Know Your Customer

Ember Ascend Logistics takes reasonable steps to know who it is doing business with and to avoid being used, knowingly or unknowingly, to move or disguise illicit funds. This includes verifying the identity and business legitimacy of new clients before onboarding, watching for payment patterns that do not match the shipment they are attached to (such as third-party payments with no clear business relationship, or payment amounts inconsistent with the goods declared), and reporting any transaction that raises a genuine concern to a supervisor or compliance contact rather than processing it as usual.

8. Fair Competition and Antitrust

We compete vigorously and lawfully. Employees may not discuss pricing, rates, capacity, or bidding strategy with a competitor, agree with a competitor to divide clients or territories, or use improper means to obtain a competitor’s confidential pricing, client lists, or bid information.

9. Conflicts of Interest

Employees are expected to make business decisions, including carrier selection, vendor selection, and client account assignment, based on Ember Ascend Logistics’ best interests rather than personal gain. A conflict of interest exists whenever a personal relationship, outside financial interest, or side business could reasonably affect, or appear to affect, an employee’s judgment on the company’s behalf. Common examples include:

• Having a financial interest in a carrier, customs broker, or vendor the company works with;
• Directing business to a vendor owned or operated by a family member or close personal contact without disclosing the relationship; and
• Accepting outside employment or consulting work with a competitor, client, or vendor.

A potential conflict is not automatically a violation, but it must be disclosed in writing to a supervisor so it can be reviewed and, if necessary, managed.

10. Gifts, Entertainment, and Hospitality

Modest, occasional gifts and business hospitality that are customary in the logistics industry and do not create an obligation are generally acceptable. As a guide, employees should not offer or accept anything that is intended to, or could reasonably appear to, influence a business decision; is offered in cash or a cash equivalent; or is given to or received from a government official in connection with a customs, licensing, or regulatory matter. When in doubt, disclose the gift or invitation to a supervisor before accepting.

11. Data Privacy and Information Security

We handle client shipment details, commercial terms, and personal data belonging to clients, carriers, and our own employees. We are committed to handling that information in line with Brazil’s Lei Geral de Proteção de Dados (LGPD) and applicable U.S. state privacy laws, including:

• Collecting only the personal and business data reasonably needed to quote, book, and clear a shipment;
• Limiting access to client and shipment data to employees who need it to do their jobs;
• Never sharing a client’s shipment details, pricing, or personal data with an unrelated third party without a legitimate business reason or the client’s consent; and
• Reporting any suspected data breach or unauthorized access to a supervisor immediately, so it can be contained and, where required, disclosed.

12. Equal Opportunity, Anti-Harassment, and Workplace Conduct

Ember Ascend Logistics is an equal opportunity employer. We make hiring, promotion, and compensation decisions based on qualifications and performance, without regard to race, color, national origin, sex, age, disability, religion, or any other status protected by U.S. or Brazilian law. Harassment, discrimination, and retaliation of any kind are prohibited, whether directed at a colleague, a client, or a vendor, and whether it happens in person, by phone, or in writing.

13. Health and Safety

Employees working in or around warehouses, ports, and terminals are expected to follow applicable safety procedures and site rules at all times, report unsafe conditions or near-misses to a supervisor promptly, and never bypass a safety protocol to save time on a shipment.

14. Confidentiality and Protection of Information

Client rate agreements, shipment volumes, sourcing relationships, and Ember Ascend Logistics’ own pricing models and business strategy are confidential. Employees may not disclose this information outside the company, except as needed to perform their job or as required by law, and confidentiality obligations continue after an employee’s employment ends.

15. Third-Party and Vendor Due Diligence

Carriers, customs brokers, warehouse operators, and agents who act on our behalf, or on a client’s behalf through us, are expected to meet the same standards set out in this policy. Before engaging a new carrier, broker, or agent for a USA–Brazil shipment, we take reasonable steps to confirm they are properly licensed and in good standing with the relevant customs or transportation authority, screen them against applicable restricted- and denied-party lists, and make clear, through our contract or engagement terms, that bribery, sanctions violations, and customs fraud are grounds for immediate termination of the relationship.

16. Recordkeeping and Accurate Business Records

All shipment records, invoices, expense reports, and customs filings must accurately reflect what actually happened. Employees may not create, alter, or approve a record that misstates a shipment’s value, route, contents, or cost, and all records must be retained for the period required by applicable U.S. and Brazilian customs and tax law.

17. Reporting Concerns and Non-Retaliation

Anyone, employee or outside partner, who becomes aware of a suspected violation of this policy is expected to report it. Concerns can be raised with a direct supervisor or company leadership, or by email to compliance@emberascendlogistics.com.

Reports are handled discreetly and shared only with those who need to know in order to look into and address the concern. Ember Ascend Logistics strictly prohibits retaliation against anyone who reports a concern in good faith or cooperates with an investigation, even if the concern is ultimately not substantiated. Retaliation is itself grounds for discipline, up to and including termination.

18. Enforcement and Consequences

Violations of this policy are taken seriously and are addressed consistently, regardless of the role or seniority of the person involved. Depending on the nature and severity of the violation, consequences may include retraining, a formal warning, suspension, termination of employment or of a vendor relationship, and referral to law enforcement or regulatory authorities where required by law.

19. Policy Administration and Review

This policy is maintained by Ember Ascend Logistics leadership and reviewed at least annually, and whenever a material change in U.S. or Brazilian trade, anti-corruption, or data privacy law makes an update necessary. Employees are notified of material updates and, where appropriate, provided refresher training.