Fidelity Supplier Code of Conduct

You shall fully comply with applicable laws and regulations while conducting business with, for, or on behalf of Fidelity.

You shall comply with Applicable Laws regarding gifts, business entertainment, or other benefits involving all business partners, including but not limited to government officials. This means that You shall not engage in any corrupt activities, including public and private sector bribery. More specifically, You shall not directly or indirectly give, offer, authorize, promise, accept, or receive any bribe, facilitation payment, kickback, or payoff, with the intent to improperly obtain or retain business or any improper advantage. 

You shall avoid participation in all forms of illegal or inappropriate activity, including, but not limited to, corruption, misrepresentation, extortion, and embezzlement. Documents prepared for Fidelity to meet any regulatory or legal requirement shall be accurate, truthful and complete, and shall comply with all applicable laws regarding their completion and accuracy.

If You, with Fidelity’s prior written approval, are permitted under Your agreement with Fidelity to create advertising, marketing, or promotional activities that reference or implicate Fidelity’s name(s), mark(s), or logo(s) in any manner, such materials shall be truthful and accurate, with clear and conspicuous disclosure of material terms and limitations of advertised offers (if applicable), and are subject to Fidelity approval before publication or release.

You shall not seek to earn Fidelity business through gifts, entertainment, or other business courtesies. You shall not provide gifts to Fidelity employees, as a gift may constitute a bribe under certain circumstances or create conflicts of interest. It is never permissible to give currency as a gift. Any meals or entertainment shall comply with Applicable Laws, shall not violate the giver's and/or recipient's policies, and shall be consistent with local custom and practice. Further, You shall avoid any actions that may result in violations of competition laws among competitors, including but not limited to 1) fixing or controlling prices and other terms and 2) refusing to cooperate with other suppliers or customers.

You shall avoid conflicts of interest and the appearance of improprieties. You shall not conduct business directly with any Fidelity employee whose spouse, domestic partner, or other family member or relative holds a significant financial interest with You. Notwithstanding the above, Your obligations shall be limited to Your actual knowledge of the domestic parties holding a financial interest with You.

Fidelity recognizes that all terms and conditions of employment should be based on an individual’s ability to perform a job, not on the basis of personal characteristics or beliefs. You shall comply with all Applicable Laws that protect individuals from discrimination based on a person’s race, color, national origin, gender, sexual orientation, religion, disability, or other similar factors. You shall commit to human rights and equal opportunity in the workplace. All workers shall be treated with the utmost dignity and respect, and You shall conduct their employment practices to the highest standards of human rights.

1. Voluntary labor
   The use of forced labor whether in the form of indentured labor, bonded labor, or prison labor by You is prohibited. You shall not support any form of human trafficking of involuntary labor through threat, force, fraudulent claims, or other coercion. Any workers' contracts, if any, which are provided by You shall be written in a language understood by the workers and in a manner that clearly conveys the conditions of employment. You shall comply with all local and national minimum working age laws or regulations and not use child labor. You cannot employ anyone under the age of 15, under the age for completing compulsory education, or under the legal minimum working age for employment, whichever is higher.
   
   
2. Working Hours and Wages
   Compensation paid to employees shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Employees should have the ability to earn fair wages, as determined by applicable local law. You shall be responsible for the quality, performance, behavior, supervision and protection of Your personnel.
   
   
3. Nondiscrimination
   You shall not engage in discrimination on any basis prohibited by applicable/local law.

You shall be committed to the safety and health of Your employees and shall ensure that required training and applicable certifications of Your personnel have been completed prior to that individual performing any work for Fidelity. You shall ensure that all workers are provided with a safe place to work and are qualified to perform their work functions safely.

You shall support Fidelity's Supplier Diversity initiatives by providing Diverse Businesses with a fair opportunity to bid and acquire supply chain contracts. Fidelity defines “Diverse Businesses” as businesses certified with any of the following or equivalent classifications, including but not limited to: woman-owned (WBE), minority-owned (MBE), veteran-owned (VOBE, including disabled and service-disabled), disability-owned (DOBE), Disadvantaged Business Enterprise (DBE), LGBTQ-owned, HubZone, and Small (SBA/SBE).

You shall, upon request and as is maintained in the normal course of business, submit to Fidelity, information about Your spend paid to Diverse Businesses. You shall share the aggregate quarterly spend allocated to Fidelity and paid by You to such Diverse Businesses within 45 days after the end of each quarter, by submitting the expenses into Fidelity's Supplier Diversity Portal. Fidelity agrees to provide You with appropriate access, credentials and required training for submitting reports.

You shall comply with all applicable environmental laws and regulations, and shall obtain, maintain, and keep current all required environmental permits, approvals, and registrations. You shall, upon request and as is maintained in the normal course of business, report on Your carbon emissions and reduction targets as well as provide insight into how Your organization is addressing climate-related risks and opportunities to a Fidelity third-party provider responsible for collecting and reporting on such information.

If applicable, You are responsible for addressing accessibility issues in any implementation, configuration, or documentation of Electronic Information Technology (“EIT”) that is customer or Fidelity-associate facing and that is delivered or performed by You, including but not limited to EIT provided in software as a service or other cloud-based software or customized EIT provided by You to Fidelity.

Analysis and Review
Upon request by Fidelity, You shall provide:

• if available, an Accessibility Conformance Report (“ACR”), and/or a Voluntary Product Accessibility Template (“VPAT”), for EIT, including EIT completed or provided by a third-party, that You are delivering to Fidelity. A self assessed VPAT and ACR completed by You will not be accepted by Fidelity as a reliable accessibility assessment of Your EIT.
• access to the EIT for accessibility review and testing.
• In an effort to assist You with making Your EIT accessible and at the request of You, Fidelity may refer You to a preferred vendor offering accessibility services. These vendors may provide assistance to You at preferred rates for remediation of EIT, completion of VPATs and ACRs and support of other accessibility items as requested.

Documentation and Compliance
Following Fidelity’s accessibility review of Your EIT, if Fidelity finds that Your EIT is inaccessible and requires remediation, Fidelity may provide an ARS describing Your required correction of inaccessible items. If Fidelity prepares and provides such ARS to You, then You shall comply with the ARS within a reasonable timeframe as agreed upon in writing by both Parties. If You fail to comply with the ARS, Fidelity may terminate the applicable agreement or ordering document for cause and without penalty and, in such case, will receive a pro-rated refund of fees paid for products and services not received.

An ARS for Your EIT shall be based on: (i) an accessibility review by Fidelity; (ii) accessibility testing by Fidelity; and/or (iii) a VPAT or ACR completed by a Fidelity-approved Third-Party Accessibility Auditor, as made available by You. Fidelity’s review and testing should not be relied upon by You as an exhaustive list of all accessibility failures but as a list of those items that Fidelity interprets as critical and serious level issues pursuant to Fidelity’s Accessibility Failure Severity Rating or other designated items which may render the EIT inaccessible to individuals with disabilities.

In addition to compliance with Applicable Laws, Your EIT shall comply with: (i) the World Wide Web Consortium’s Web Content Accessibility Guidelines version Level AA, Section 2.2 (“WCAG”) at WCAG 2.2; and (ii) the Concept of Usability for people with disabilities. Should the current published version of WCAG change and Fidelity announce adoption of such change, You shall comply with or have a roadmap to comply with the updated version of WCAG within 12 months of the published date.

Extension of Remediation Dates
The remediation dates in the ARS may be extended upon mutual agreement by the Parties prior to the initial remediation deadline, subject to the terms of this section. Such extension shall be documented by each Party via email communication. If the requested extension exceeds 6 months, the RSO office must be consulted prior to acceptance of the extension. Extensions for remediation shall be limited to one time per contract term or every 3 years, whichever occurs first. Documentation of such extension by the Parties shall be provided to Fidelity at ProcurementRSO@fmr.com.

Accessibility Representations and Warranties
You represent and warrant that: a) the EIT shall be accessible to, and usable by, individuals with disabilities; b) any authoring functionality offered by the EIT, including user interfaces that support EIT and its creation, publishing and functionality that automatically generates electronic content (such as PDF reports), substantially conforms with WCAG; c) You have an ACR, VPAT or ARS that substantially conforms with WCAG success criteria or you are progressing towards the required remediations set forth within the applicable respective documents outlined above; d) the EIT complies with Applicable Laws relating to accessibility by individuals with disabilities; and e) You shall maintain documentation of the measures taken to ensure EIT meets WCAG, including an ACR or VPAT.

You agree to: (i) upon request, provide Fidelity with any accessibility testing results and written documentation verifying accessibility; and (ii) promptly respond to and resolve accessibility issues that become known to either Party for so long as You provide products and services to Fidelity.

Definitions

“Accessibility Conformance Report” (“ACR”) is a third-party accessibility document that reports on the conformance of EIT as measured against identified accessibility standards. “Accessibility Failure Severity Rating” refers to the severity of issues in EIT usability and focuses on the: (i) frequency with which the issue occurs; (ii) impact of the issue; and (iii) persistence of the issue. Unless otherwise communicated, Fidelity’s required remediation focuses on Critical and Serious categories of accessibility failures

• Critical – Users with disabilities cannot use any part of a system or website due to an accessibility failure.
• Serious – Users with disabilities will find it challenging to use the EIT due to an accessibility failure. Some incorrect results are encountered which could significantly impact proper operation.
• Moderate - Results in some difficulty for people with disabilities, but generally will not prevent them from accessing fundamental features or content. .
• Minor - Considered to be a nuisance or an annoyance bug for disabled end users.

Accessibility Remediation Schedule (‘ARS’)” refers to a documented remediation plan of EIT that fails to conform to the Authoring Tool Accessibility Guidelines (ATAG), Level AA, 2.2 of WCAG. The ARS is made part of the Agreement by and between Fidelity and You.

“Applicable Laws” means all applicable laws, rules, regulations, and ordinances of any governmental body, including Data Protection Laws.

"Authoring Tool Accessibility Guidelines (‘ATAG’)” are software and services that authors (web developers, designers, writers, etc.) use to produce web content. ATAG is a part of a series of accessibility guidelines, including WCAG.

“Concept of Usability” is the extent to which a product can be used by specified users to achieve specified goals effectively, efficiently and with satisfaction in a specified context of use.

“Electronic Information Technology” or “EIT” means any computer hardware, software, operating systems, internet websites, applications, telecommunication products services, kiosks, video equipment, social media and multimedia products that are used to access, create, convert, disseminate or duplicate data or information owned, operated, or distributed by or on behalf of You now or in the future, including any successor or equivalent URLs, subdomains and all future versions and upgrades, that are accessible by any electronic or broadcast delivery channel, including personal computers, mobile access devices, or other devices now known or subsequently developed.

"Fidelity" means any Fidelity company or affiliate, legal entity, or business unit for which You provide products or services.

“Responsible Sourcing Office (‘RSO’)” is part of the Fidelity Procurement team. As part of the supplier selection process, the RSO evaluates and monitors suppliers’ conformance to diversity, sustainability and accessibility requirements.

The term “substantially conform with” applies to Your ability to comply with WCAG. If Your EIT fails to comply with WCAG and it is obligated to remediate accessibility issues identified by Fidelity, You are not considered to be substantially conforming with the current published version of WCAG A and AA as interpreted by Fidelity. This interpretation is based on a range of criteria, including but not limited to: issue severity, issue priority, usability, and user flows.

A “Third Party Accessibility Auditor”is an independent auditor commissioned by You to review, test and report on the status of accessibility compliance of Your EIT. The Third Party Accessibility Auditor shall be an approved auditor as noted on Fidelity’s internal list of approved accessibility auditors or provide details of the capability and qualifications of the auditor as requested by Fidelity.

A “VPAT®” is a Voluntary Product Accessibility Template®, a standardized form developed by the Information Technology Industry Council. The template can be used to produce an Accessibility Conformance Report that shows how EIT meets various accessibility standards. Template areas for WCAG2.2 A and AA and for Section 508 Chapters 3 and 4 are needed to show compliance with the IT Accessibility Standards.

“World Wide Web Consortium’s Web Content Accessibility Guidelines (‘WCAG’)” are technical standards used to explain how to make web content more accessible to people with disabilities.

On occasion, individuals may desire a degree of confidentiality or even anonymity regarding an issue they wish to raise. In such cases, Fidelity will balance this desire for confidentiality or anonymity with Fidelity's responsibilities to its customers, employees, and shareholders as well as its legal and regulatory obligations. The manner in which confidentiality is addressed for an individual case will be based on this balance. Information may be disclosed to those who Fidelity determines have a need to know the information, such as those who may investigate or resolve the concern.

Neither complete confidentiality nor anonymity is guaranteed with respect to an individual’s use of any of the communication channels available at Fidelity. However, individuals reporting unethical conduct will not be subject to retaliation for reporting or helping to resolve a concern. Fidelity may take action against any individual who, in Fidelity's opinion, has engaged in wrongdoing.

If you wish to report questionable behavior or a possible violation of the Supplier Code of Conduct, you are encouraged to work with your primary Fidelity contact to resolve your concern. If that is not possible or appropriate, please contact Fidelity through any of the following methods:

Vendor Concerns Line Contact Information
Email:	VendorConcernsLine@fmr.com
Mail:	P.O. Box 51766 Boston, MA 02205
U.S. Phone:	1-855-244-8401
India Phone:	000 800 040 3823
Ireland Phone:	353 1 469 2400
Hong Kong Voicemail:	852 371 19290
Japan Voicemail:	81 3 4560 5870
UK Voicemail:	44 207 184 4298