Advisor Code of Conduct

This Nuveda AI Advisor Code of Conduct (“Code”) establishes the professional, ethical, and behavioral standards applicable to participation in the Nuveda AI Business Advisor Program.

This Code forms part of and is incorporated into the Nuveda AI Business Advisor Agreement (“Business Advisor Agreement”).

No separate signature or separate electronic acceptance of this Code is required. An Advisor accepts this Code by electronically accepting the Business Advisor Agreement.

1. Purpose

Nuveda AI expects Business Advisors to conduct themselves professionally, honestly, responsibly, and lawfully.

The purpose of this Code is to:

• protect Nuveda AI customers and prospective customers;
• promote accurate and ethical selling;
• protect Nuveda AI’s reputation;
• protect customer and Company information;
• establish clear professional expectations;
• reduce legal and compliance risk;
• prevent misconduct;
• support fair treatment of other Advisors;
• protect the integrity of the Business Advisor Program; and
• establish standards that may be enforced through the Business Advisor Agreement and applicable policies.

2. General Standard of Conduct

Business Advisors must conduct themselves in a manner reasonably consistent with:

• honesty;
• professionalism;
• integrity;
• lawful business practices;
• responsible customer treatment;
• respect for others;
• accurate representations;
• confidentiality;
• security;
• fair dealing; and
• Nuveda AI’s legitimate business interests.

An Advisor must not engage in conduct that materially undermines the integrity, security, lawful operation, or reputation of the Business Advisor Program.

3. Honesty

Advisors must be truthful in communications with:

• customers;
• prospective customers;
• Nuveda AI;
• other Advisors;
• Forward-Deployed Engineers;
• employees;
• contractors;
• partners;
• vendors; and
• the public.

Advisors may not knowingly provide false, deceptive, misleading, fabricated, or materially incomplete information.

4. Accurate Representation of Nuveda AI

Advisors must accurately describe Nuveda AI based upon current approved Company information.

Advisors may not exaggerate or misrepresent:

• platform capabilities;
• product availability;
• integrations;
• pricing;
• subscription terms;
• credits;
• APIs;
• MCP capabilities;
• artificial intelligence models;
• customer results;
• implementation services;
• security capabilities;
• compliance status;
• SOC 2 status;
• GDPR matters;
• data residency;
• availability;
• future features; or
• other material Company information.

If an Advisor is uncertain about a material fact, the Advisor should obtain confirmation from Nuveda AI rather than guess.

5. No Guarantees

Unless Nuveda AI has expressly authorized a specific guarantee, Advisors may not guarantee:

• customer outcomes;
• return on investment;
• cost savings;
• productivity improvements;
• business growth;
• implementation dates;
• product performance;
• uninterrupted availability;
• regulatory compliance;
• data residency;
• future features;
• sales results;
• commission earnings; or
• any other outcome.

6. Customer-First Professionalism

Advisors must treat customers and prospects professionally.

Advisors should seek to understand legitimate customer needs before recommending Nuveda AI services.

Advisors should not knowingly encourage a customer to purchase products or services that are clearly inappropriate for the customer merely to increase commission.

7. No Deceptive Sales Practices

Advisors may not use deceptive, coercive, manipulative, or abusive sales tactics.

Prohibited practices include:

• false urgency;
• fabricated deadlines;
• fake scarcity;
• fabricated discounts;
• false claims about competitors;
• concealing material pricing information;
• misrepresenting customer obligations;
• claiming nonexistent approvals;
• false testimonials;
• fabricated customer references;
• misrepresenting contract terms; or
• intentionally withholding material information necessary to prevent a misleading impression.

8. Respect for Customer Decisions

Customers and prospects are free to:

• decline a meeting;
• decline a demonstration;
• refuse an offer;
• request additional information;
• request another Nuveda AI representative;
• stop receiving communications where legally applicable; or
• decide not to purchase.

Advisors must respect lawful customer communication preferences and opt-out requests.

9. No Harassment

Advisors may not engage in harassment, intimidation, threats, bullying, stalking, or abusive conduct toward:

• customers;
• prospective customers;
• other Advisors;
• Nuveda AI employees;
• contractors;
• partners;
• service providers; or
• other individuals encountered through Program activities.

10. Non-Discrimination

Advisors must comply with applicable anti-discrimination laws in connection with Program activities.

Advisors may not unlawfully discriminate against customers, prospects, applicants, employees, contractors, Advisors, or others.

Nothing in this section prevents lawful business decisions based on legitimate non-discriminatory factors.

11. Professional Communications

Advisors must communicate in a manner reasonably appropriate for a professional business environment.

Communications should not contain:

• threats;
• knowingly false statements;
• abusive harassment;
• obscene attacks;
• unlawful discriminatory content;
• fraudulent claims; or
• material misrepresentations.

This does not prohibit reasonable disagreement, criticism, negotiation, or advocacy conducted in good faith.

12. No Impersonation

An Advisor may not impersonate:

• Nuveda AI executives;
• employees;
• other Advisors;
• customers;
• government officials;
• vendors;
• partners; or
• other persons.

Advisors must accurately identify their role when interacting on behalf of the Business Advisor Program.

13. Business Advisor Title

An authorized Advisor may use the title:

Nuveda AI Business Advisor

while the Advisor remains active and authorized.

The title does not authorize the Advisor to present themselves as:

• an employee;
• corporate officer;
• owner;
• director;
• executive;
• attorney;
• accountant;
• Forward-Deployed Engineer;
• security officer;
• compliance officer; or
• other position not actually held.

14. No Authority to Bind Nuveda AI

Advisors may not represent that they have authority to bind Nuveda AI beyond the limited authority expressly granted by the Business Advisor Agreement.

Advisors may not enter into unauthorized:

• contracts;
• pricing agreements;
• discounts;
• warranties;
• service commitments;
• refund commitments;
• implementation commitments;
• security representations;
• privacy commitments;
• procurement commitments; or
• other binding obligations.

15. Use of Approved Materials

Advisors should use current Nuveda AI-approved sales, marketing, product, pricing, and compliance materials.

Outdated materials should not be knowingly used after Nuveda AI has withdrawn or replaced them.

Advisors may not materially alter Company materials in a way that creates a false or misleading representation.

16. Responsible Use of Nuveda AI Branding

Advisors must use Nuveda AI trademarks, logos, certification marks, names, and branding only as authorized.

Advisors may not:

• create unauthorized official-looking websites;
• create unauthorized official social media accounts;
• register confusingly similar domains;
• alter Nuveda AI logos without permission;
• use expired or revoked certification badges;
• misrepresent active Advisor status; or
• imply ownership or corporate authority they do not possess.

17. Social Media Conduct

When discussing Nuveda AI publicly, Advisors must comply with the Advertising, Social Media & Claims Policy.

Advisors should distinguish between:

• official Nuveda AI corporate statements; and
• the Advisor’s own authorized promotional activity.

An Advisor may not knowingly present personal statements as official Company announcements.

18. Confidentiality

Advisors must protect confidential information obtained through the Business Advisor Program.

Confidential information may include:

• customer information;
• pricing strategies;
• internal business plans;
• product roadmaps;
• technical architecture;
• security information;
• internal documentation;
• sales methods;
• commission records;
• Company financial information;
• partner information;
• proprietary processes; and
• other non-public information.

Confidential information may be used only for authorized purposes.

19. Customer Data

Advisors may access customer or prospect information only as authorized and only for legitimate Nuveda AI business purposes.

Customer information may not be:

• sold;
• disclosed without authorization;
• copied for unrelated use;
• used for unrelated marketing;
• transferred to competitors;
• retained after legitimate need ends;
• uploaded into unauthorized services; or
• otherwise misused.

20. Security

Advisors must take reasonable steps to protect:

• Advisor credentials;
• customer information;
• Company information;
• devices used for Program activities;
• Nuveda AI email accounts;
• CRM access;
• Advisor Center access; and
• other authorized systems.

Advisors must promptly report suspected compromise of Program credentials or customer information.

21. No Credential Sharing

Advisor credentials are personal to the authorized Advisor.

Advisors may not allow another individual to use:

• Advisor Center credentials;
• CRM credentials;
• Company email credentials;
• identity credentials;
• certification credentials; or
• other restricted Nuveda AI access.

22. No Unauthorized Access

Advisors may not attempt to access:

• another Advisor’s account;
• customer data outside their authorization;
• restricted Company systems;
• administrative systems;
• internal source code;
• confidential technical resources; or
• other systems beyond their authorized access.

23. Conflicts of Interest

Advisors must disclose material conflicts of interest that could reasonably affect the Advisor’s responsibilities to Nuveda AI or a customer.

A conflict may arise where the Advisor has a material personal or financial interest that may interfere with honest and objective representation of Nuveda AI.

24. Other Business Activities

Advisors may engage in other lawful business activities unless otherwise restricted by an applicable agreement or law.

However, Advisors may not use:

• Nuveda AI confidential information;
• Nuveda AI customer data;
• Nuveda AI proprietary information;
• internal lead information; or
• restricted Program resources

to improperly benefit another business or competitor.

25. No Improper Diversion of Leads

Advisors may not intentionally divert Nuveda AI leads, prospects, or active opportunities to competing providers using information obtained through the Business Advisor Program.

This restriction does not prohibit lawful independent competition that does not misuse Nuveda AI confidential information, customer data, or contractual rights.

26. No Lead Manipulation

Advisors may not manipulate Program lead systems.

Prohibited conduct includes:

• fabricated leads;
• fake prospects;
• duplicate registrations intended to block others;
• unauthorized reassignment of leads;
• falsified CRM notes;
• false customer activity;
• fake meetings;
• fabricated introductions; or
• other conduct designed to obtain improper attribution.

27. No Commission Manipulation

Advisors may not attempt to obtain commissions through:

• fake customers;
• circular payments;
• fraudulent accounts;
• unauthorized self-referrals;
• payment manipulation;
• fabricated transactions;
• altered attribution;
• collusion;
• false invoices;
• deceptive related-party transactions; or
• other artificial activity.

28. Related-Party Transparency

Advisors should disclose transactions involving entities they materially own or control where disclosure is reasonably necessary for Nuveda AI to evaluate legitimate commission eligibility.

Advisors may not conceal material related-party relationships in order to obtain commission improperly.

29. No Bribery or Kickbacks

Advisors may not offer, request, authorize, accept, or provide unlawful:

• bribes;
• kickbacks;
• secret commissions;
• improper gifts;
• corrupt payments; or
• other unlawful incentives.

Advisors must comply with applicable anti-bribery and anti-corruption laws.

30. Gifts and Entertainment

Reasonable and lawful business courtesies may be permitted where consistent with Nuveda AI policy and applicable law.

Advisors may not provide gifts, entertainment, travel, payments, or other benefits intended to improperly influence a purchasing decision.

Government-related transactions may be subject to stricter rules.

31. Government Customers

Advisors interacting with government entities, public institutions, or government employees must comply with applicable procurement, ethics, gift, anti-bribery, and contracting requirements.

An Advisor should seek Nuveda AI guidance before making commitments in regulated or government procurement environments.

32. No Fraud

Fraud is strictly prohibited.

Examples include:

• falsifying identity;
• falsifying customer information;
• forged documents;
• fabricated transactions;
• false reimbursement claims;
• false commission claims;
• misleading customers for financial gain;
• forged customer authorization; or
• any deliberate scheme intended to improperly obtain money, access, credit, commission, or other benefit.

33. No Theft or Misappropriation

Advisors may not steal, misuse, misappropriate, improperly retain, or intentionally damage:

• Nuveda AI property;
• customer property;
• funds;
• credentials;
• intellectual property;
• confidential information; or
• other property entrusted to them through the Program.

34. Customer Payments

Advisors may not collect, hold, redirect, or personally process customer payments unless Nuveda AI has expressly authorized the specific payment process.

Customers should make payments through approved Nuveda AI systems.

Advisors may not request that customers send subscription or platform payments directly to the Advisor.

35. Expense Representations

Advisors may not represent that Nuveda AI will reimburse a customer, Advisor, or third party for an expense unless that reimbursement has been authorized.

Advisors may not incur obligations in Nuveda AI’s name without authority.

36. Compliance with Pricing

Advisors must use current authorized pricing.

Advisors may not:

• invent pricing;
• promise unauthorized discounts;
• alter subscription terms;
• waive fees without authority;
• promise free services without approval; or
• create undisclosed pricing arrangements.

37. Customer Contracts

All customer agreements with Nuveda AI must be executed or accepted through authorized Nuveda AI processes.

Advisors may facilitate customer discussions but may not independently alter Company contractual terms.

38. Privacy

Advisors must handle personal information consistent with applicable privacy laws and Nuveda AI policies.

Advisors should collect only information reasonably necessary for authorized sales activities.

Advisors should not collect unnecessary sensitive information from customers or prospects.

39. Recordkeeping

Advisors should maintain accurate sales and customer-development records through approved Nuveda AI systems.

Advisors may not knowingly falsify:

• CRM records;
• meeting records;
• customer notes;
• lead registrations;
• sales stages;
• opportunity values;
• customer communications; or
• other Program records.

40. Responsible Use of AI

Advisors may use artificial intelligence and productivity tools where authorized and appropriate.

However, Advisors remain responsible for the accuracy and legality of content they use or distribute.

An Advisor may not excuse false, deceptive, defamatory, infringing, or unauthorized communications merely because the content was generated by AI.

41. AI-Generated Customer Communications

Before using AI-generated content in material customer communications, Advisors should reasonably review the content for:

• accuracy;
• misleading claims;
• fabricated information;
• unauthorized promises;
• confidential information;
• security claims;
• compliance claims; and
• appropriateness.

42. Customer Testimonials

Advisors may not fabricate or alter customer testimonials.

Any testimonial used in connection with Nuveda AI must be:

• genuine;
• accurately presented;
• authorized where required;
• compliant with applicable advertising law; and
• consistent with Nuveda AI policy.

43. Competitor Representations

Advisors may make fair and accurate comparisons when authorized.

Advisors may not knowingly make false statements about competitors or their products.

Advisors should avoid unsupported claims that a competitor is:

• illegal;
• unsafe;
• fraudulent;
• insecure;
• noncompliant; or
• inferior in ways the Advisor cannot substantiate.

44. No Defamation or False Attacks

Advisors may not knowingly publish false factual statements intended to damage Nuveda AI, customers, competitors, employees, contractors, other Advisors, or partners.

This does not prohibit lawful opinions, criticism, good-faith complaints, or protected reporting.

45. Internal Disagreements

Advisors may raise legitimate concerns about:

• Program policies;
• commissions;
• customers;
• security;
• compliance;
• training;
• management; or
• other matters.

Advisors should use appropriate channels where practical.

Good-faith disagreement alone is not misconduct.

46. Reporting Misconduct

Advisors should promptly report credible suspected misconduct materially affecting:

• customers;
• commissions;
• security;
• customer data;
• fraud;
• bribery;
• identity;
• harassment;
• Company systems; or
• legal compliance.

Reports should be made in good faith.

47. No Retaliation for Protected Reporting

Nuveda AI will not knowingly retaliate against an Advisor solely for making a lawful good-faith report of suspected misconduct or for exercising another legally protected right.

Knowingly fabricated allegations intended to harm another person may themselves violate this Code.

48. Cooperation with Investigations

Advisors must reasonably cooperate with legitimate Company investigations relating to Program activities.

This may include providing relevant records or explanations where lawful and reasonably available.

49. Customer Complaints

Advisors must cooperate in the reasonable resolution of legitimate customer complaints involving their conduct.

An Advisor may not:

• intimidate a complaining customer;
• destroy relevant records;
• pressure the customer to withdraw a legitimate complaint;
• retaliate against the customer; or
• knowingly provide false information during review.

50. Professional Boundaries

Advisors should maintain reasonable professional boundaries with prospects and customers.

Advisors should avoid conduct that could reasonably be understood as:

• coercive;
• exploitative;
• threatening;
• deceptive; or
• materially inappropriate in a business relationship.

51. Use of Nuveda AI Email or Aliases

If Nuveda AI provides an Advisor with an email address or alias, it may be used only for authorized Program activities.

Nuveda AI may:

• retain business communications;
• apply security controls;
• enforce retention requirements;
• restrict access;
• monitor systems as permitted by law; and
• terminate access when Advisor authorization ends.

The Advisor has no ownership interest in a Nuveda AI-issued email account or alias.

52. Company Systems

Nuveda AI systems are provided for legitimate Business Advisor activities.

Advisors may not use Company systems for:

• unlawful activity;
• harassment;
• fraud;
• unauthorized competing business activity;
• distribution of malware;
• unauthorized mass communications;
• personal commercial schemes unrelated to Nuveda AI; or
• other material misuse.

53. Company Property

Property provided by Nuveda AI remains Company property unless expressly transferred.

Advisors must return or cease using Company property when reasonably required.

54. Certification Credentials

Advisors may use Academy or Business Advisor credentials only while authorized.

Advisors may not:

• alter certificates;
• transfer credentials;
• create fake credentials;
• continue representing revoked credentials as valid; or
• allow another person to use their credentials.

55. Compliance Training

Advisors must complete mandatory compliance, security, privacy, advertising, or recertification training within applicable deadlines.

Failure to complete required training may affect Active Advisor Status or result in suspension.

56. Active Status

Advisors are expected to comply with the Active Advisor & Inactivity Policy.

Business Advisor activity must be legitimate.

Fabricated activity intended merely to prevent inactive status violates this Code.

57. Conduct After Termination

After resignation or termination, former Advisors must stop representing themselves as active Nuveda AI Business Advisors.

Former Advisors must comply with continuing obligations concerning:

• confidentiality;
• customer data;
• intellectual property;
• Company systems;
• Company branding;
• records; and
• other surviving contractual obligations.

58. Serious Misconduct

Conduct that may justify immediate suspension or termination includes:

• fraud;
• theft;
• serious customer-data misuse;
• commission manipulation;
• serious security violations;
• identity fraud;
• bribery;
• serious harassment or threats;
• deliberate customer deception;
• unauthorized contractual commitments;
• intentional misuse of confidential information; or
• other material misconduct creating serious risk.

59. Less Serious Violations

For less serious violations, Nuveda AI may use corrective measures such as:

• coaching;
• warnings;
• additional training;
• correction of materials;
• compliance review;
• temporary restrictions;
• recertification; or
• other reasonable action.

Nuveda AI is not required to use progressive discipline in every case.

60. Repeated Violations

Repeated violations may result in suspension or termination even when a single violation might otherwise warrant only corrective action.

Nuveda AI may consider the Advisor’s compliance history.

61. Enforcement

Violations of this Code may result in action under:

• the Business Advisor Agreement;
• Suspension & Termination Policy;
• Active Advisor & Inactivity Policy;
• Commission & Customer Attribution Policy;
• Customer Data & Security Policy;
• Advertising, Social Media & Claims Policy; and
• applicable law.

62. No Automatic Commission Forfeiture

Violation of this Code does not automatically eliminate commissions already legally earned.

Commission consequences depend upon:

• the nature of the violation;
• whether the underlying transaction was valid;
• whether the commission became earned;
• the Business Advisor Agreement;
• applicable Commission Policy; and
• applicable law.

Fraudulent or fabricated transactions do not create legitimate commission rights.

63. Policy Modifications

Nuveda AI may modify this Code prospectively where reasonably necessary to reflect:

• changes in law;
• compliance requirements;
• customer expectations;
• technology;
• Program structure;
• Company policies; or
• legitimate business needs.

Material changes affecting substantial contractual rights may require renewed electronic acceptance of the Business Advisor Agreement or an applicable amendment.

64. Relationship to Other Program Documents

This Code should be read together with:

• the Nuveda AI Business Advisor Agreement;
• Commission & Customer Attribution Policy;
• Active Advisor & Inactivity Policy;
• Suspension & Termination Policy;
• Advertising, Social Media & Claims Policy;
• Customer Data & Security Policy;
• Lead Registration & Customer Ownership Policy; and
• Earnings & Opportunity Disclosure.

If this Code conflicts with the Business Advisor Agreement concerning a material contractual provision, the Business Advisor Agreement controls unless a later validly accepted amendment expressly provides otherwise.

65. No Separate Signature

This Code does not require:

• a handwritten signature;
• paper execution;
• separate electronic signature;
• separate checkbox; or
• separate acceptance.

It is incorporated into the Business Advisor Agreement.

66. Electronic Acceptance

The Advisor accepts this Code when the Advisor electronically accepts the Nuveda AI Business Advisor Agreement.

Nuveda AI may maintain electronic records identifying:

• Advisor or user ID;
• Business Advisor Agreement version;
• Code version;
• acceptance date and time;
• acceptance event; and
• other reasonable evidence of acceptance.

67. Electronic Acknowledgment

By electronically accepting the Nuveda AI Business Advisor Agreement, the Advisor acknowledges and agrees that:

• this Advisor Code of Conduct forms part of that Agreement;
• Advisors must act honestly, professionally, and lawfully;
• Advisors must accurately represent Nuveda AI;
• Advisors may not make unauthorized guarantees or commitments;
• deceptive, coercive, or abusive sales practices are prohibited;
• customer and prospect information must be protected;
• fraud, commission manipulation, identity fraud, bribery, serious data misuse, and serious security violations are prohibited;
• Advisors may not impersonate Nuveda AI employees or claim authority they do not possess;
• conflicts of interest must be handled appropriately;
• Nuveda AI branding and systems may be used only as authorized;
• Advisor-issued Nuveda AI email accounts or aliases remain under Nuveda AI control;
• AI-generated content remains the Advisor’s responsibility when used in customer communications;
• serious misconduct may result in immediate suspension or termination;
• less serious violations may result in corrective action;
• commissions already legally earned are not automatically forfeited merely because a Code violation occurs; and
• the Advisor remains subject to all other applicable incorporated Business Advisor Program policies.

No separate signature or separate electronic acceptance of this Code is required.

The Advisor's electronic acceptance of the Nuveda AI Business Advisor Agreement constitutes acceptance of this Code.

NUVEDA AI LLC Nuveda AI Business Advisor Program Huntersville, North Carolina, United States