Code of Business Conduct

This Code of Business Conduct describes the standards of integrity, professionalism and responsible decision-making expected in connection with the activities of Smokybrands Marketing Agency Inc.

It is intended to guide the conduct of directors, officers, employees, contractors and other individuals acting on behalf of Smokybrands Marketing Agency Inc. It may also inform our expectations when selecting and working with clients, suppliers, professional advisers, technology providers and other business partners.

This Code is an internal governance and public accountability document. It does not replace applicable law, an employment agreement, an independent contractor agreement, client contract, service terms or another binding written agreement.

1. Our Commitment

Smokybrands Marketing Agency Inc. is committed to conducting business honestly, responsibly and professionally. We seek to make decisions that reflect integrity, respect, accountability, transparency and sound commercial judgment.

We expect individuals acting on our behalf to:

• Act honestly and in good faith.
• Comply with applicable laws, regulations and contractual obligations.
• Communicate accurately and avoid misleading statements.
• Treat clients, colleagues, contractors and business partners with dignity and respect.
• Protect confidential, personal and proprietary information.
• Avoid improper influence, undisclosed conflicts and misuse of company resources.
• Raise concerns promptly when conduct may be unlawful, unethical or inconsistent with this Code.

2. Compliance With Laws and Professional Obligations

Everyone acting on behalf of Smokybrands Marketing Agency Inc. must comply with laws and professional obligations applicable to their role, location and activities.

This includes, where applicable, requirements concerning:

• Advertising, marketing and competition.
• Privacy, confidentiality and information security.
• Intellectual property and licensed materials.
• Employment, workplace conduct and human rights.
• Anti-bribery, fraud and corruption.
• Electronic communications and commercial messaging.
• Tax, accounting, recordkeeping and corporate reporting.
• Accessibility and the provision of services.

Where legal requirements are unclear, appropriate professional advice should be obtained before proceeding. No individual is authorized to disregard the law or a binding contractual obligation in order to meet a business target, deadline or client request.

3. Honest Marketing and Communications

Marketing and business communications must be accurate, supportable and not materially false or misleading.

Individuals preparing or approving advertising, website content, proposals, case studies, testimonials, performance claims, pricing statements or promotional materials must take reasonable steps to ensure that:

• Claims are based on information reasonably believed to be accurate.
• Material qualifications, limitations and conditions are not concealed.
• Testimonials, case studies and portfolio examples are presented in appropriate context.
• Performance figures and comparisons are not manipulated or presented deceptively.
• Pricing, discounts and promotional terms are described clearly.
• No guarantee of rankings, revenue, leads, conversions, profitability or business growth is made unless expressly authorized in writing and legally supportable.

We do not knowingly create or distribute deceptive advertising, fabricated reviews, false endorsements, undisclosed impersonation, manipulated evidence or misleading representations of client results.

4. Client Relationships and Professional Judgment

Client relationships should be managed with professionalism, candour and respect. Recommendations should be based on the confirmed scope, available information, commercial objectives and professional judgment rather than on unnecessary complexity or undisclosed incentives.

We seek to:

• Define scope, responsibilities, pricing and material assumptions in writing.
• Communicate foreseeable limitations and dependencies.
• Avoid recommending services that add cost or complexity without a reasonable business purpose.
• Distinguish clearly between factual information, professional opinion and estimates.
• Protect client information and use it only for authorized purposes.
• Address concerns and disagreements in a professional and documented manner.

No employee or contractor may knowingly misrepresent project status, hours worked, deliverables, expenses, technical capabilities or the qualifications of individuals assigned to a project.

5. Conflicts of Interest

A conflict of interest may arise when personal, financial, family or outside business interests could improperly influence, or appear to influence, professional judgment.

Potential conflicts must be disclosed promptly. Examples may include:

• A financial interest in a supplier, client or competitor.
• Directing work to a business owned by a family member or close associate.
• Accepting outside work that competes with or interferes with company responsibilities.
• Using confidential information or business opportunities for personal benefit.
• Participating in a decision where personal relationships could affect objectivity.

Disclosure does not automatically mean that an activity is prohibited. Smokybrands Marketing Agency Inc. may approve, restrict or prohibit an arrangement after reviewing the circumstances and any appropriate safeguards.

6. Gifts, Hospitality, Bribery and Improper Payments

Bribery, kickbacks, secret commissions, facilitation payments, fraudulent incentives and other improper payments are prohibited.

No person acting on behalf of Smokybrands Marketing Agency Inc. may offer, promise, give, request or accept anything of value for the purpose of improperly influencing a business or government decision.

Reasonable and lawful business hospitality may be acceptable when it:

• Has a legitimate business purpose.
• Is modest, infrequent and proportionate.
• Does not create an obligation or appearance of improper influence.
• Is not offered during a sensitive procurement, tender or decision-making process.
• Complies with the recipient’s policies and applicable law.
• Is accurately recorded where required.

Cash gifts, cash equivalents, hidden referral payments and benefits intended to influence professional judgment are not acceptable.

7. Confidentiality and Personal Information

Confidential and personal information must be handled carefully and only for legitimate, authorized purposes.

Individuals acting on behalf of Smokybrands Marketing Agency Inc. must:

• Collect, access, use and disclose information only where authorized and reasonably necessary.
• Follow applicable privacy policies, contractual confidentiality obligations and security procedures.
• Avoid discussing confidential matters in public or insecure environments.
• Use approved systems and reasonable safeguards when storing or transmitting information.
• Report suspected loss, unauthorized access, disclosure or misuse promptly.
• Return or securely dispose of information when required.

Confidential information may include client strategies, credentials, pricing, proposals, financial information, unpublished content, source code, analytics, personal information, trade secrets and internal business records.

8. Information Security and Responsible Technology Use

Company systems, credentials, devices, software and accounts must be used responsibly and protected against unauthorized access.

Individuals must not:

• Share passwords or authentication credentials without authorization.
• Bypass security controls or disable protective measures without approval.
• Install unauthorized, pirated or malicious software.
• Use company systems for unlawful, abusive or deceptive activity.
• Access client or company information beyond what is required for their role.
• Knowingly expose systems to unnecessary security risk.

Suspected vulnerabilities, phishing attempts, compromised credentials, data incidents and other security concerns should be reported promptly through the appropriate internal channel.

9. Artificial Intelligence and Automated Tools

Artificial intelligence and automated tools may be used where commercially appropriate, legally permissible and consistent with client requirements.

AI-assisted work must be subject to appropriate human oversight. Individuals using such tools are expected to:

• Consider confidentiality, privacy, copyright, accuracy and security before submitting information to a tool.
• Avoid uploading confidential, personal or client-restricted information without authorization.
• Review outputs for errors, bias, unsupported claims, inappropriate content and intellectual property concerns.
• Ensure that final deliverables meet the agreed professional standard.
• Disclose material AI-related limitations or usage where required by law, contract or company policy.
• Avoid presenting unverified machine-generated information as established fact.

AI tools do not replace individual accountability. The person approving or delivering work remains responsible for its quality, accuracy and compliance with applicable requirements.

10. Intellectual Property and Licensed Materials

Smokybrands Marketing Agency Inc. respects intellectual property rights and expects the same from individuals acting on its behalf.

Only properly licensed, authorized or lawfully usable materials may be incorporated into client or company work. This includes photographs, illustrations, fonts, software, plugins, music, video, written content, data and source code.

Individuals must not:

• Copy or reuse protected content without permission or another lawful basis.
• Remove ownership, copyright, trademark or licensing notices without authorization.
• Use client-owned materials outside the authorized engagement.
• Present another person’s work as their own.
• Use company intellectual property for an outside purpose without approval.

11. Respectful Workplace and Human Rights

Smokybrands Marketing Agency Inc. supports a professional environment based on dignity, respect and equal opportunity.

Discrimination, harassment, bullying, threats, retaliation and other abusive conduct are not acceptable. Employment and contracting decisions should be based on legitimate business considerations, qualifications, performance and applicable legal requirements.

Reasonable efforts should be made to identify and address barriers affecting people with disabilities and to consider accommodation obligations where applicable.

12. Human Rights, Forced Labour and Child Labour

Smokybrands Marketing Agency Inc. does not support forced labour, human trafficking, unlawful child labour or other serious abuses of internationally recognized human rights.

Although our primary activities involve professional and digital services rather than the manufacture or importation of goods, we seek to work with reputable suppliers and business partners. Where credible concerns arise, we may seek clarification, require corrective action, suspend work or end a relationship, subject to applicable agreements and law.

This section is a voluntary statement of business expectations and is not represented as a statutory supply-chain report.

13. Fair Competition and Business Practices

We compete through the quality of our services, professional experience, responsible communication and legitimate commercial practices.

Individuals must not engage in:

• Collusion, bid-rigging or agreements intended to improperly restrict competition.
• Improper acquisition or use of a competitor’s confidential information.
• False statements about competitors, clients or business partners.
• Deceptive pricing or promotional practices.
• Unauthorized access to competitor systems or accounts.

Competitive information should be obtained through lawful and ethical means.

14. Financial Integrity, Expenses and Records

Business records must be accurate, complete and maintained in accordance with applicable requirements and internal practices.

No person may knowingly:

• Create false or misleading invoices, time records, expense claims or accounting entries.
• Conceal material information in a company record.
• Use company funds or assets for an unauthorized purpose.
• Destroy, alter or withhold records to obstruct a lawful review, audit, investigation or contractual obligation.

Expenses must be legitimate, appropriately documented and connected to an authorized business purpose.

15. Company Property and Resources

Company property and resources should be used responsibly, efficiently and for legitimate business purposes. This includes devices, software, accounts, domains, data, subscriptions, creative assets, funds, working time and confidential information.

Limited personal use may be permitted where reasonable, lawful, secure and not disruptive, but no personal use may create material cost, reputational harm, security risk or interference with business activities.

16. Suppliers, Contractors and Business Partners

We seek to work with business partners that demonstrate professionalism, reliability and lawful conduct.

Selection decisions should consider appropriate factors such as:

• Capability and quality.
• Price and commercial suitability.
• Security and privacy practices.
• Legal and contractual compliance.
• Conflicts of interest.
• Reputation and ethical concerns.

Business partners are responsible for their own operations. This Code does not create an employment, agency, partnership or fiduciary relationship with a third party.

17. Environmental Responsibility

As a professional services company, our direct environmental footprint is generally associated with offices, business travel, digital infrastructure, equipment and purchased services.

Where commercially reasonable, we support measures such as:

• Reducing unnecessary printing and physical waste.
• Using digital workflows responsibly.
• Extending the useful life of equipment where practical.
• Considering remote collaboration when appropriate.
• Avoiding unsupported or misleading environmental claims.

This Code does not represent a guarantee of carbon neutrality, environmental certification or any specific environmental outcome.

18. Public Statements and Social Media

Only authorized individuals may make official statements on behalf of Smokybrands Marketing Agency Inc.

Personal use of social media must not:

• Disclose confidential or personal information.
• Misrepresent personal opinions as official company positions.
• Use company or client branding without authorization.
• Harass, threaten or unlawfully discriminate against others.
• Materially damage a client relationship through dishonest or improper conduct.

19. Reporting Concerns

Anyone who becomes aware of suspected unlawful, unethical or improper conduct connected with Smokybrands Marketing Agency Inc. should raise the concern promptly.

Concerns may be submitted to:

• Email: info@smokybrands-marketing.ca
• Phone: +1 (416) 302-4098

A report should provide sufficient factual detail to allow the concern to be reviewed. Knowingly false, malicious or fabricated reports are not protected by this Code.

20. Non-Retaliation

Smokybrands Marketing Agency Inc. does not support retaliation against an individual who raises a genuine concern in good faith, requests guidance or participates honestly in an internal review.

This does not prevent proportionate action where a report is knowingly false, made in bad faith or where the reporting individual has independently engaged in misconduct.

21. Review and Investigation

Reported concerns may be reviewed internally or with assistance from legal counsel, professional advisers, insurers, technology providers or other appropriate parties.

Reviews will be handled as discreetly as reasonably possible, but absolute confidentiality cannot be guaranteed. Information may be disclosed where necessary to investigate the matter, protect rights, comply with law or take corrective action.

22. Consequences of Non-Compliance

Conduct inconsistent with this Code may result in corrective or disciplinary action, removal of access, reassignment, termination of employment or contract, termination of a business relationship, recovery of losses, notification to affected parties or referral to authorities, depending on the circumstances and applicable law.

23. Responsibilities of Managers and Decision-Makers

Individuals with supervisory, management or approval responsibilities are expected to:

• Model the standards described in this Code.
• Communicate expectations clearly.
• Consider concerns fairly and without improper retaliation.
• Escalate legal, privacy, security, financial or ethical concerns when appropriate.
• Avoid pressuring others to act unlawfully or conceal material information.

24. Questions and Interpretation

This Code cannot address every possible situation. Individuals should use reasonable judgment and seek guidance when uncertain.

Questions concerning this Code may be directed to Smokybrands Marketing Agency Inc. at info@smokybrands-marketing.ca.

25. No Contractual Rights or Guarantees

This Code is intended to communicate expected standards of conduct. It does not create contractual employment rights, guarantee continued employment or engagement, create a fiduciary duty, establish a third-party beneficiary right or limit any rights available under applicable law or a binding written agreement.

Smokybrands Marketing Agency Inc. may interpret, supplement, revise or replace this Code where appropriate, subject to applicable law and existing contractual obligations.

26. Changes to This Code

This Code of Business Conduct may be updated from time to time to reflect changes in our business, legal obligations, technology, risk environment or professional practices. The current public version will be made available on this website.

Last updated: August 2026