The Digital Media Solutions Code of Conduct and Ethics


DMS has adopted this Code of Conduct and Ethics (the “Code”) to set forth principles to guide its people  in carrying out their duties and responsibilities. Each of us has a duty to understand and live by our Code  and to stand by our high standard of ethics. This commitment is our shared responsibility and is key to our  success. 

Core Values 

Our Code is built on certain shared fundamental values: 

• Commitment. We are committed to the success of DMS and its teammates and customers. We  also recognize that in being a public corporation we are the guardians of our owners’ investment.  Consistent with our other core values, we will strive to maximize the value of our shareowners’  investment over time. 

• Respect. We respect and care about our teammates. We respect and care about our  communities and everyone in them. Our commitment to respect means that we will work together,  treat each other with dignity, take care of our environment, and give back to our communities. 

• Integrity. Our strength and character as an organization begins with each of us as individuals. We  are committed to honest and ethical conduct in our dealings with each other and with our  customers. 

Covered Persons 

This Code applies to all board members, officers, and employees, including part-time, contract, temporary  employees and independent contractors. In this Code, we refer to all Covered Persons as “teammates”  and to DMS and its subsidiaries collectively as DMS or the Company. 

The Code is a statement of the fundamental principles and key policies that govern our conduct and is not  intended to cover every applicable law or provide answers to every question that might arise. In many  instances, the policies referenced in the Code go beyond the requirements of the law. The Code is subject  to change at any time without notice, but the Code will always be available to you on our website and on  our Intranet. 

The Code does not create any rights and does not constitute an employment contract or assurance of  continued employment. Employees of the Company are employed at-will except when we are covered by  an express written employment agreement. This means that at-will employees may choose to resign their  employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to  terminate your employment at any time, for any reason or for no reason at all.

Relationship to Other Policies 

DMS has adopted numerous policies addressing specific aspects of our business. When appropriate, we  refer to those separate policies in this Code, and the terms and conditions of those policies should be  considered incorporated as part of this Code. If you perceive a conflict between the Code and a specific  policy, bring it to the attention of the Company’s General Counsel, who serves as the Compliance Officer  under this Code. You must nevertheless comply with the specific policy. 

Legal and Regulatory Compliance 

While the Code sets out the principles of conduct we expect from everyone in the Company, including you,  we also expect you to comply with all applicable laws, regulations, codes of practice, and legal, regulatory  and licensing requirements, including directions and orders of the government or any statutory or regulatory  authority. 

Because we operate in diverse geographic locations, we must be mindful of observing the laws of the  jurisdictions in which we conduct business. Consult the Compliance Officer if you perceive a conflict  between this Code and applicable law. 


Workplace Health and Safety 

DMS is committed to providing a healthy and safe work environment for employees, customers, business  partners and visitors to any of our locations. Every Covered Person has a personal responsibility to support  this commitment. 

To achieve our commitment, we will: 

• Understand and comply with all applicable health and safety laws, regulations,  guidelines and procedures; 

• Provide a conducive work environment that supports well-being, healthy living, and  collaboration; 

• Promote a culture in which all employees share our commitment to a healthy work  environment; 

• Educate our employees by providing information, instruction, training and  


• Identify and assess work-related hazards and risks; 

• Implement corrective and preventive measures;

• Report and investigate work-related accidents; 

• Implement programs to help teammates better manage work-related stress and  promote mental health; and 

• Provide resources to achieve the industry standards of health, safety and  

environmental practices. 

You are obliged to carry out your work in a safe and professional manner, not to cause harm either to  yourself or to others, and to report any potentially unsafe situations to your supervisor immediately. 

Contact the HR Department for more information about our health and safety practices and procedures,  and for free, Company-provided resources to help you with work-related stress and mental health issues. 

Dealings with Other Employees 

We all have a responsibility to treat our teammates with respect and consideration at all times. Improper  behavior includes, but is not limited to, discrimination or harassment in any form such as bullying,  intimidation, threats, ridicule, sexual, racial or verbal abuse, insults, gestures, willful or serious  insubordination, physical violence, etc. 

The Company is an equal opportunity employer in hiring and promoting practices, benefits and wages. The  Company will not tolerate discrimination against any person on the basis of race, religion, color, gender,  age, marital status, national origin, sexual orientation, gender identity, citizenship, or disability (where the  applicant or employee is qualified to perform the essential functions of the job with or without reasonable  accommodation), or any other basis prohibited by law in recruiting, hiring, placement, promotion, or any  other condition of employment. All teammates are entitled to equal opportunity and equal treatment based  on merit. 

The Company will not tolerate the use of discriminatory language or actions, or any other remarks, jokes,  or conduct that create or foster an offensive or hostile work environment. 

The Company strictly prohibits any form of harassment in the workplace, including sexual harassment.  The Company will take prompt and appropriate action to prevent and, where appropriate, punish behavior  that constitutes harassment. 

Any conduct which constitutes moral or physical harassment, or any other form of abuse of power, is  equally prohibited. 

Work Performance 

You must not waste the Company’s time and resources or take part in unauthorized and/or illegal activities.  You should conduct yourself whether at work or outside of work in a manner that upholds the integrity,  reputation and values of DMS.

Alcohol and Drugs 

Drugs and alcohol can impair an individual's capacity to perform his or her job safely, efficiently and with  respect for colleagues and customers. The use of such substances may result in injury or a threat to the  well being of an individual, colleagues, customers or members of the public. 

Act responsibly at work related events, especially where alcohol is present. While it’s important to have fun,  disciplinary action may be taken for inappropriate behavior. 

Teammates must not conduct work for DMS under the influence of alcohol or other drugs during working  hours, whether you are working from home or are working in person. DMS has zero tolerance for violence  and the use of illicit drugs in the workplace or at work related events. Failure to comply may result in  immediate dismissal.  

Company Property and Information 


You are responsible for Company property entrusted to your care. This property includes, but is not limited  to physical property (such as computers), records (such as data on customers and Company records), and  intangible property (such as intellectual property,computer software and computer records). 

You must treat the Company's property as you would your own. You must not damage it, deface it or  remove it for personal use, unless authorized to do so. You may not transfer possession, ownership or  other rights of the Company’s property without proper authorization and, where necessary, supporting  documentation. 

Similarly, you are responsible for the proper expenditure of the Company's funds including expenses.  While spending or committing Company funds, you must be sure that the transaction is proper and  documented and that the Company receives appropriate value in return. 


You must use office technology equipment only in the way in which you have been instructed. You should  protect your own password and not use anyone else's ID or password to access records. You must not  alter records or software instructions unless you are authorized to do so. You must always ensure that any  software you use has been obtained from authorized suppliers and you should only install software if you  are authorized to do so. 

Just as you must not misuse Company property, you must not dispose of any Company property in an  unauthorized manner, such as by selling, loaning or giving it away without proper permission. 

Company-provided equipment such as laptops or smartphones are for official and work-related uses. They  are not an automatic entitlement but depend on the business requirement of the job. Staff who are issued  this equipment are reminded to exercise care over the equipment assigned to them.

If an employee loses his or her laptop or has a reasonable belief that the laptop was improperly accessed  whether physically or virtually (including by another teammate), the incident must be reported immediately  to HR and IT. The employee is also required to make an assessment and declaration to his or her supervisor  as to whether Company confidential information was stored on the laptop and whether the information was  kept within the secure folders created for the laptop. 

Use of IT Systems 

When teammates are using the Company's resources to send email, voicemail, instant messages or Slack  messages, or to access Internet services, they are acting as a representative of the Company. Any  improper use of these resources may damage the Company's reputation and expose the teammate and  the Company to legal liability. You are required to act responsibly when updating your personal data or  uploading any information (statements, documents, videos, photos, etc.) in any Company IT systems. You  must not knowingly update false information or upload any materials that are defamatory, offensive,  obscene, inappropriate or that violate law or infringe copyright, trademark or any other intellectual property,  or personal or proprietary rights of any person. You should not store personal information or personal data  (statements, documents, videos, photos, etc.) on a company-provided device. 

Company Records 

Information is a valuable asset of the Company and its integrity depends on the honesty, completeness  and accuracy of its records. This means that anyone preparing the Company's records and reports must  be diligent in assuring the accuracy and completeness of all data, records, reports and expenditures  connected with the Company. 

The Company must record its financial activities in compliance with all applicable laws and accounting  practices. All transactions are to be properly authorized, and accurately and completely recorded. The  making of false or misleading entries, records or documentation is strictly prohibited. Employees must never  create a false or misleading report or make a payment or establish an account on behalf of the Company  with the understanding that any part of the payment or account is to be used for a purpose other than as  described by the supporting documents. 

The Company is committed to complying with applicable laws and regulations relating to the preservation  of records. All records are to be maintained, at a minimum, for the period of time required by such laws and  regulations and in keeping with the Company’s Data Retention Policy. Records which are critical for the  Company's business, including corporate records, originals of contracts, etc. must be identified and stored  in a secure location on the Company's premises or within the Company’s identified secured server. 

If you learn of a subpoena or a pending or contemplated litigation or government investigation, you must  retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that  may pertain to the investigation until you are advised by the Legal Department as to how to proceed. Any  physical destruction or electronic deletion of documents must be authorized by the General Counsel. 

In addition to the foregoing, we have adopted a Code of Ethics that sets out specific policies applicable to  our Chief Executive Officer, Chief Financial Officer and Controller.

Proprietary Information and Intellectual Property 

In the course of their work, our teammates have access to confidential information. Confidential information  includes: 

• Information about the Company that is not publicly available; 

• Trade secrets; 

• Know-how we use to distinguish our businesses and services from those of our competitors; • Sensitive private business information of a commercial, technical or financial nature such as  prospects, agreements with customers, business partners, competitors, account plans, business  proposals, negotiations and contracts. 

It is important that all DMS proprietary information is kept confidential. You have a duty to safeguard DMS  information, bearing in mind ethical, legal ramifications and government regulations. Information of  commercial value or of a sensitive nature must be tightly controlled. 

For example, when releasing information to a third party for a bid proposal, a Non-Disclosure Agreement  (format provided by the Legal Department) should be signed by the third parties, and information  released is on a need-to-know basis. 

Any trademarks, copyrights, patents, designs, registered designs, proprietary information and all other  intellectual property rights developed and commissioned by the Company belong to the Company.  Teammates are reminded not to infringe any third parties' rights including, but not limited to, any third party intellectual property rights, copyrights, patents and trademarks. 

The Company will hold exclusive property rights of any invention, discovery, design or improvements  which relate to the Company's business, regardless of whether the invention or designs are patentable or  are capable of being registered or copyrighted. 

You must report these inventions to the Company and shall, at the Company's request and expense,  disclose information relating to the invention and do what is required to obtain a patent for industrial rights  relating to the invention. The patents will be in the name of the Company or its nominee and the  employee will not be entitled to any payment for the invention. The Company's ownership of any  intellectual property which you created while you were in service of the Company continues after you  have left service of the Company. 

If you leave the Company for any reason, including retirement, you must return to the Company all the  Company property, including all documents and records in your possession, and you must not disclose or  misuse Company confidential information. You are also responsible for protecting information provided in  confidence by any third party, such as a customer, supplier or a partner, after you leave the Company.

Obligation to Maintain Confidentiality of Confidential and Proprietary Information 

During your service with us, you may receive and/or have access to secret, confidential or proprietary  information relating to DMS and/or any company in DMS (including but not limited to joint venture  companies held by DMS) or any other company or entity (i) in which any part of DMS may have an  interest (equity or otherwise) or (ii) to whom any part of DMS owes an obligation (whether pursuant to a  contract or otherwise). Such secret, confidential or proprietary information may, without limitation, be  verbal, written, electronic or in the form of image data, photographs or software. You are required not to  disclose or divulge or cause to be disclosed or divulged such information without the prior written  approval of or clearance from the Company. This condition shall continue to apply even when you are no  longer employed by us. 



We respect your right to manage your personal affairs and investments and do not wish to impinge on your  personal life. However, we expect to have your undivided loyalty in DMS’s business dealings. Therefore,  you should avoid actual, apparent or potential conflicts of interest between your personal interests and the  performance of your duties or the best interests of DMS. 

Conflicts of interest are prohibited, unless specifically authorized in writing as described below. What is a Conflict of Interest? 

A “conflict of interest” occurs when a person’s personal interest interferes with, appears to interfere with or  will interfere with the interests of DMS. Even the appearance of a conflict of interest can be damaging and  should be avoided. 

Whether or not a conflict of interest exists, appears to exist or will exist can be unclear. If you have any  questions about a potential conflict of interest or if you become aware of an actual, apparent or potential  conflict of interest, you should discuss the matter with the Compliance Officer. 

Factors that may be considered in evaluating apparent or potential conflict of interests are, among others: 

• whether it may interfere with your or anyone else’s performance, responsibilities or  morale at DMS; 

• whether you have access to confidential information; 

• any potential adverse or beneficial impact on our business, or our relationships with our  customers or suppliers or other service providers; 

• whether it would enhance or support a competitor’s position; 

• the extent to which it would result in financial or other benefit (direct or indirect) to you or  any of your family members, or to one of our customers, suppliers or other service providers; and

• the extent to which it would appear improper to an outside observer. 

What if I have a Conflict of Interest? 

If you are involved in an actual, apparent or potential conflict of interest, you must:

•provide the Compliance Officer with a written description of the activity; and 

• obtain approval from the Compliance Officer prior to your involvement in such situation or transaction. 

You or your manager may not make determinations as to whether an actual, apparent or potential conflict  of interest exists. 

Executive officers and directors may only seek approval and determinations regarding actual, apparent or  potential conflict of interests from the Board of Directors. 

What are some examples of a Conflict of Interest? 

Although we cannot provide every possible situation in which a conflict of interest could arise, the following  are examples of situations that are prohibited or where pre-approval from the Compliance Officer must be  obtained: 

• Simultaneous employment by or consulting for a competitor, customer, supplier or other  service provider. Simultaneous employment by or consulting for a competitor, customer,  supplier or other service provider is prohibited. 

• Simultaneous employment, starting a business or teaching engagement with entities that  are not competitors, customers, suppliers or other service providers. There may be certain  cases where you would like to own an outside business or take on additional part-time work  with entities that are not competitors, customers, suppliers or other service providers, or  accept teaching engagements with an educational institution, establishment or other  organization. It is your responsibility to ensure that such activities do not conflict with DMS’s  interests or affect your performance at DMS. You must also ensure that such activities are  strictly separated from DMS (e.g., do not use DMS time or resources–including your DMS  computer–for your outside work). In order to avoid any uncertainty, you must obtain  approval from your manager and the Compliance Officer in advance of taking on additional  outside work or engagement. 

• Service on a board of directors or an advisory board. Service on a board of directors or an  advisory board of a commercial enterprise of a competitor is prohibited. If you would like to  serve on a board of directors or an advisory board of any commercial enterprise that is not  a competitor but is a customer, supplier or other service provider, you must obtain approval  from your manager and the Compliance Officer in advance of providing such service. 

• Directing business to a competitor of DMS. Directing business to a competitor of DMS is  strictly prohibited, even if you do not believe that DMS is capable of providing the business  that you want to refer. Any such situation should be brought to the attention of the  Compliance Officer before proceeding. 

• Owning, directly or indirectly, a significant financial interest in any entity that does business,  seeks to do business or competes with DMS. If you own or would like to acquire a  significant financial interest in an entity that does business, seeks to do business or  competes with DMS, you must obtain prior approval from the Compliance Officer. This 

does not apply to investments in publicly traded shares amounting to five percent (5%) or  less of the outstanding shares. When evaluating ownership in other entities for conflicts of  interest, the Compliance Officer will consider: 

• the size and nature of the investment; 

• the nature of the relationship between the other entity and DMS; 

• your access to confidential information; and 

• your ability to influence decisions at DMS and the other entity. 

• Conducting DMS business with a Family Member, personal friend or a business in which  your Family Member or friend has a significant financial interest. If a Family Member or  personal friend is an employee of, or has a substantial financial interest in, a business  seeking to provide goods or services to DMS, you must not attempt to use your position  with DMS to influence the negotiations or transactions in any way. If you are directly or  indirectly involved in the negotiation or transaction, you must declare this conflict of interest  to your manager immediately and must obtain prior approval from the Compliance Officer.  Material related- party transactions involving any executive officer or director are subject  to our Related Party Transaction Policy and must be approved by the Audit Committee and  will be publicly disclosed as required by applicable laws and regulations. 

• Industry Expert or Industry Consultant. You may not, under any circumstances, act as an  “industry expert” or “industry consultant,” either paid or unpaid, where you are providing,  or it appears that you are providing, third parties with non-public and/or confidential  information about DMS’s business or the business of its customers or suppliers. 

• Exercising supervision or other authority on behalf of DMS over a co-worker who is also a  Family Member or with whom you have a close personal relationship. In such situations, if  you are in the managerial or supervisory role, you must inform your manager, who will, in  turn, consult with the Compliance Officer and/or HR to determine the appropriate course  of action. 

To request pre-approval regarding actual, apparent or potential conflict of interests, you must complete  the form and submit it to the Compliance Officer. Failure to follow the Conflicts of Interest policy in this  Code represents a violation of the Code. See Procedures and Resources–Consequences of  Violations of the Code

What is a Corporate Opportunity? 

A corporate opportunity is a business or investment opportunity that a teammate llearns of in which the  Company may be interested or which is otherwise within its sphere of business activities, including  through the use of corporate property or information or the employee's position in the Company, such as  from a competitor or actual or potential customer, supplier or business associate of the Company.

What If I learn of a Corporate Opportunity? 

Employees who learn of a corporate opportunity may not pursue or participate in such opportunity without  the prior written approval of the Compliance Officer. Employees may not use corporate property or  information, or their position at the Company for improper personal gain, and employees may not  compete with the Company. In addition, it is a conflict of interest to refer or bring corporate opportunities  to the attention of competitors of the Company, or to your family members, friends or non-DMS  associates. 

The Company’s directors are subject to the same obligations with respect to conflicts of interest and  corporate opportunities as noted above, except to the extent described in the Company’s Certificate of  Incorporation. 



It is the policy of the Company to comply with all applicable laws, regulations, and rules in the jurisdictions  in which it operates. No teammate should take part in any unlawful activity while conducting Company  business or performing their day-to-day duties. All teammates have a duty to understand and comply with  all legal requirements. In addition, the Company has prepared additional guidance for specific laws that  are relevant to the Company. If you are ever unsure or have questions about compliance, please contact  the Compliance Officer. 

International Business Laws 

Our teammates are expected to comply with the applicable laws in all countries to which they travel, in  which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or  the conduct of business with specified individuals, companies or countries. The fact that, in some countries,  certain laws are not enforced or that violation of those laws is not subject to public criticism will not be  accepted as an excuse for noncompliance. In addition, we expect teammates to comply with U.S. laws,  rules and regulations governing the conduct of business by its citizens and corporations outside the U.S. 

These U.S. laws, rules and regulations, which extend to all our activities outside the U.S., include, but are  not limited to: 

• The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to  a government official to obtain or retain business or favorable treatment and requires the  maintenance of accurate books of account, with all company transactions being properly recorded; 

• U.S. Embargoes, which generally prohibit U.S. companies, their subsidiaries and their employees  from doing business with, or traveling to, countries subject to sanctions imposed by the U.S.  government (currently, Cuba, Iran, North Korea, Sudan and Syria), as well as specific companies  and individuals identified on lists published by the U.S. Treasury Department;

• U.S. Export Controls, which restrict exports from the U.S. and re-exports from other countries of  goods, software and technology to many countries, and prohibits transfers of U.S.-origin items to  denied persons and entities; and 

• Antiboycott Regulations, which prohibit U.S. companies from taking any action that has the effect  of furthering or supporting a restrictive trade practice or boycott imposed by a foreign country  against a country friendly to the U.S. or against any U.S. person. 

If you have a question as to whether an activity is restricted or prohibited, seek assistance from the legal  group before taking any action, including giving any verbal assurances that might be regulated by  international laws. 

Insider Trading 

The Company respects and follows relevant securities laws by ensuring that inside information is secure  and protected. 

Inside information is any information of a precise nature, which has not been made public, relating directly  or indirectly, to the Company or any other issuer of publicly traded financial instruments or financial  instruments (including shares) issued by the Company or such other issuer, and would, if made public, be  likely to have a significant effect on the price of those financial instruments or on the price of related  derivative financial instruments. The effect of the inside information on the price of the security or other  financial instrument can be positive or negative. 

In the course of service with the Company, Covered Persons may obtain inside information or other non public information about the Company itself, the Company's suppliers, customers or other counterparties.  Covered Persons are prohibited from buying or selling the Company's financial instruments or any  securities of a publicly traded company or related derivative financial instruments whenever they are in  possession of inside information or material nonpublic information regarding or concerning the Company  or one of its counterparties. Passing such information on to someone who may buy or sell securities or  recommending that they buy or sell securities on the basis of such information – known as “tipping” – is  also prohibited, as is any disclosure of inside information, except where the disclosure is allowed under  applicable laws. 

Please refer to the Company’s Insider Trading Policy for further details. 

Environmental Laws 

DMS is committed to compliance with applicable environmental laws and strives to conduct business in an  environmentally responsible manner for the benefit of its employees, customers, communities,  shareholders and the environment. As a Company where most of our employees work remotely, we believe  that fewer cars on the road represents a major contribution to reducing the environmental impact of our  business operations. At our Clearwater headquarters, we have a charging station for electric vehicles when  teammates do need to come into the office. 

To aid DMS in these efforts, all teammates are encouraged to use energy wisely and efficiently, and to  employ appropriate technology and best practices to minimize the impact on the environment.


Dealing with Customers and Business Partners 

DMS is committed to providing products and services of the highest quality and value to our customers,  and each of us has an important role to play in this. We hold ourselves to a very high standard of  performance, and employees are required to perform tasks assigned to them in a timely and responsible  fashion. 

You must be honest in all dealings with businesses and other organizations with whom we do business.  Making of payments or payments in kind such as gifts or favors to influence individuals to award business  opportunities to the Company or to make a business decision in the Company's favor is prohibited. 

You must always treat any third party's confidential information appropriately and in accordance with legal  and contractual obligations. 

We must seek to maintain good relationships with our customers that are vital to the success of the  business. Our customers must feel that they are getting the highest standard of service from a Company  which listens to them and is responsive to their needs. 

Dealing with Government and Public Officials 

You must be honest in all dealings with governmental entities and public officials. In general, all  communications from governmental entities and public officials regarding the Company should be referred  to the Legal Department or a member of senior management. 

We do not make political contributions or donations to candidates for office and you are not permitted to  make political contributions on behalf of the Company. 

Making of payments or payments in kind such as gifts or favors to public officials is prohibited by law and  this Code. See Conflicts of Interest–Corruption or Bribery and Compliance with Laws–International  Business Laws above. 


We must be cautious of the gifts, favors, and entertainment that we give and receive related to our business  or through business relationships. Avoid gifts, favors, entertainment and situations that create a feeling of  obligation or the appearance of impropriety, or could interfere with your exercise of good judgment in  business decisions. If you’re not sure about whether something is a violation of our Code, the best thing to  do is ask. And, as always, if you suspect inappropriate or unethical conduct, it’s your responsibility to report  it. The Company maintains a holiday gift program, and it is generally inappropriate to provide gifts beyond  the scope of the holiday gift program during the holiday season. 

In furtherance of this policy, you may not engage in the following activities in connection with anyone doing  business with the Company, including past, present or potential suppliers, vendors, business partners, and  customers: 

• Accept or solicit any type of gift, payment, favor, or entertainment that creates a feeling of obligation  or interferes with your exercise of independent business judgment.

• Accept cash in any amount. 

• Accept or solicit goods or services at significantly reduced prices not available to the general public. 

• Ask for yourself or for another person (other than the Company) anything of value in return for any business, service, or confidential information of the Company. 

• Accept anything of value from anyone in connection with the business of the Company, either  before, during or after a transaction is discussed or completed, except for gifts permitted by each  company’s gift policy and bona fide wages, fees or other compensation from the Company or from  a third party pursuant to a Company-sponsored arrangement. 

If you receive a gift that exceeds the limits outlined above you should politely decline the gift or return it to  the giver. If you are unable to return the gift, you must consult the Compliance Officer for the appropriate  action. Generally, these rules do not apply to gifts between family members and close personal friends so  long as it’s clear that the motivation behind the gift is your personal relationship and not Company business. 

Examples of gifts that are generally acceptable: 

• Unsolicited entertainment, invitations to social events, working luncheons and other business related events, provided reasonable in value under the circumstances. 

• Advertising or sales promotion items that carry a company name or trademark. 

• Reasonable food items, such as snacks offered as a gesture of hospitality and can be shared with  the work group. 

• Discounts or rebates on goods or services that do not exceed those available to the general public  or that are provided under a Company-sponsored program. 

• Gifts, favors or entertainment related to generally recognized events or occasions, such as a  promotion, new job, wedding, retirement, holiday, or birthday, and that are reasonable in value  under the circumstances. 

Dealing with the Media 

All media requests for information, interviews and speaking events should be referred to the Marketing  Department. Statements made in any online forum (e.g. web logs or blogs) or social networking sites (e.g.  Instagram, SnapChat, TikTok, Reels, Facebook) may be considered to be public statements. No comments  regarding DMS, its business, products, services, strategy or practices should be made without prior  approval from Executive Management. Where you do participate in blogs or any other online space, even  personal sites maintained outside of work hours, you should take care to ensure that you do not act in  conflict with the best interests of the Company. 

Only official Company spokespersons or other persons specifically authorized by the CEO or CFO may  speak with the press, securities analysts, other members of the financial community, shareholders or  groups or organizations as a Company representative or about the Company business. Requests for  financial information about the Company from the financial community, shareholders, potential investors,  the media or the press should be referred to the CEO, CFO, EVP of Investor Relations or COO. 

Requests for other information about the Company from the media, the press, or the public should be  referred to the Marketing Department. 

Any public information generated and communicated by the Company must comply with all applicable  laws and regulations. Any public financial information on the Company must completely, accurately and  reliably present the financial situation of the Company at the relevant date or period. 

Commitment to Human Rights 

We are committed to upholding fundamental human rights and believe that all human beings around the  world should be treated with dignity, fairness, and respect. We expect that our suppliers and contractors  demonstrate a serious commitment to the health and safety of their workers and operate in compliance  with human rights laws. 

DMS policy and the laws of certain regions (e.g., the UK Modern Slavery Act of 2015) prohibit human  trafficking and slavery. DMS does not knowingly engage in slavery or human trafficking in any part of its  business or in any of its supply chains. 

Please see our Statement on Human Rights


DMS is committed to high standards of probity and accountability in its affairs. It recognizes the importance  of protecting its operations, employees and assets against fraud risks and unethical practices, and therefore  adopts a "zero tolerance" approach to fraud, corruption and any other form of criminal conduct. 


Reporting Violations 

We strive to promote a culture in which everyone feels comfortable raising concerns and reporting issues  in good faith and without fear of retaliation. If you see or suspect that something is illegal, unsafe, or  unethical, speak up and share your concerns by reporting them immediately to your supervisor, the Human  Resources Department, our Compliance Officer, our Senior Vice President of Compliance, or by filing a  report pursuant to our Whistleblower Policy. 

Under our Whistleblower Policy, any person may submit a report by email to the General Counsel or by  mail to the General Counsel or the Audit Committee of the Board at 4800 140th Avenue N., Suite 101,  Clearwater, FL 33762 or any other principal business address as updated and filed by the Company with  the SEC from time to time. Employees submitting this information need not provide their name or other  personal information and reasonable efforts will be used to conduct the investigation that follows from a  report from an employee in a manner that protects the confidentiality and anonymity of the employees  submitting the report.

Reports of a violation, or possible violation, may also be made anonymously by (i) calling one of the  Company’s toll-free hotlines at (800) 833-222-0944 (for English-speaking callers located in the United  States or Canada) or (800) 216-1288; dial-in 001-800-681-5340 (for Spanish-speaking callers located in  North America), (ii) emailing, (iii) visiting the website at www.lighthouse or (iv) faxing (215) 689-3885, each of which is managed by an independent third  party service provider and allows employees to submit their report anonymously. Additional means of  making anonymous reports may be communicated to teammates in non-U.S. jurisdictions. 

For full information regarding our Whistleblower Policy, please consult the Policy on our  Intranet. 


Waivers of any aspect of the Code may be granted only by the written approvals of our Compliance Officer.  Waivers of the Code for executive officers and directors may be obtained only from the Board of Directors. 

Consequences of Violation of the Code 

Failure to comply with the Code is viewed by DMS as a serious matter that can lead to disciplinary action,  up to and including termination of employment or dismissal, as well as criminal penalties in accordance  with the applicable law. Such disciplinary action may also be taken against supervisors who condone,  permit or have knowledge of improper conduct. 

Amendments and Modifications 

The Code is a living document and it is inevitable that new policies will need to be written from time to time  and old policies will need to be revisited and revised. The Company reserves the right to make these  changes and will strive to advise Covered Persons on a timely basis of any chang 

Questions/Company Assistance 

You should address any questions you may have about the Code to your supervisor or manager, who will  relay them to the General Counsel and/or the Senior Vice President of Human Resources. If you do not  feel comfortable raising your questions with your supervisor or manager, you may raise your questions  directly with our General Counsel and/or the Senior Vice President of Human Resources. 

Last Amended as of May 9, 2023