Applicable to members, associate members, board members, operating partners, business partners, advisors, directors, employees, consultants, and other participants of the Koinz Capital platform.
KOINZ CAPITAL INC.
1. Objective
1.1. This Code of Conduct, Ethics, Privacy, Information Security, Member Relationships, Conflict of Interest, and Non-Circumvention ("Policy") establishes the rules and principles that guide the conduct of members, associate members, board members, advisors, operating partners, business partners, directors, employees, consultants, partners, and other individuals or legal entities involved in the activities of Koinz Capital Inc. and its affiliates ("Koinz").
1.2. Koinz operates an intellectual capital platform that connects members to companies, founders, executives, investors, strategic partners, and other ecosystem participants. Preserving trust, reputation, integrity, and alignment among all participants is essential to the functioning of the platform.
1.3. This Policy establishes guidelines on daily activities, relationships with companies and third parties, confidentiality, conflicts of interest, use of information, non-circumvention, protection of the image of Koinz and of the companies related to the platform, investments made by members, provision of additional services, and potential penalties.
1.4. The rules set forth herein must be strictly observed by all participants covered by this Policy, who must acknowledge their awareness, understanding, and agreement with the terms established herein.
2. Definitions
2.1. For purposes of this Policy, "Member" means any individual or legal entity participating in the Koinz platform, including associate members who pay membership fees, board members, advisors, operating partners, business partners, consultants, directors, employees, and other participants invited or approved by Koinz.
2.2. "Koinz Relationship" means any company, founder, executive, investor, advisor, member, partner, supplier, strategic opportunity, investment opportunity, commercial opportunity, or third party accessed, introduced, known, developed, or deepened through Koinz.
2.3. A Koinz Relationship includes any relationship originated directly or indirectly through introductions made by Koinz, participation in advisory boards, committees, events, groups, meetings, board formation processes, access to the platform, pitch decks, data rooms, reports, strategic information, or any opportunity that would reasonably not be available to the Member without their participation in Koinz.
2.4. "Confidential Information" means any non-public information accessed through Koinz, including company materials, financial, commercial, strategic, technological, operational, legal, corporate, and fundraising information, investor lists, member data, platform data, business opportunities, and any sensitive information shared in a Koinz context.
3. General Standards of Conduct
3.1. Members must act in accordance with the principles of good faith, loyalty, truthfulness, transparency, diligence, responsibility, professionalism, and respect, observing applicable law, executed contracts, and market best practices.
3.2. Members must preserve and strengthen Koinz’s reputation, as well as the reputation of the companies, founders, investors, and partners related to the platform.
3.3. Members must deliver high-quality contributions and act according to the state of the art in their respective areas of knowledge, including corporate governance, advisory boards, venture capital, fundraising, strategy, business development, technology, finance, operations, sales, product, marketing, law, people, and other relevant areas.
3.4. Participation in Koinz requires a collaborative, ethical, prepared, punctual, respectful posture aligned with the interests of the platform and the companies served.
3.5. The Member is prohibited from using their position, access, information, or relationship with Koinz to obtain an improper personal advantage, benefit third parties without authorization, or harm Koinz, its companies, its members, or its partners.
4. Relationship with Companies Introduced or Served by Koinz
4.1. Every company, founder, executive, investor, advisor, partner, or opportunity accessed by the Member through Koinz will be considered a Koinz Relationship.
4.2. Members must treat all Koinz Relationships with the highest level of care, respect, professionalism, discretion, loyalty, and diligence.
4.3. A Member allocated to a company through Koinz must act exclusively within the scope approved by Koinz and by the company, respecting the limits of their function, mandate, authority, and the institutional interests of the platform.
4.4. The Member may not present themselves as a representative, agent, partner, director, attorney-in-fact, or person authorized to assume commitments on behalf of Koinz or the company, unless there is express written authorization.
4.5. The Member may not create confusion regarding their role, authority, or relationship with Koinz, the company, or any Koinz Relationship.
5. Non-Circumvention
5.1. The Member may not circumvent, avoid, exclude, replace, weaken, improperly compete with, or interfere with Koinz’s participation in any commercial, advisory, strategic, investment, fundraising, partnership, governance, or opportunity relationship originated, developed, presented, or facilitated by Koinz.
5.2. Without prior written authorization from Koinz, the Member is prohibited from:
- a) approaching a Koinz Relationship to offer services, consulting, advisory, fundraising, M&A, commercial representation, board services, or any remunerated activity outside Koinz’s structure;
- b) negotiating directly with a Koinz Relationship in a way that excludes, reduces, or harms Koinz’s economic, contractual, or strategic rights;
- c) using information, access, or introductions obtained through Koinz for their own benefit or for the benefit of third parties outside the authorized scope;
- d) redirecting business opportunities, investors, clients, partners, or strategic relationships outside Koinz;
- e) inducing or encouraging a company, founder, investor, member, or partner to terminate, reduce, or avoid its relationship with Koinz;
- f) creating parallel arrangements that compete with, replicate, or weaken the Koinz platform model; and
- g) using Koinz’s name, reputation, relationship, or access to obtain unauthorized private benefits.
5.3. The non-circumvention obligation will remain in effect throughout the Member’s relationship with Koinz and for 24 months after the termination, expiration, cancellation, or non-renewal of the Member’s participation in the platform, unless otherwise provided in a written contract.
6. Prohibition on Additional Services for Koinz Companies
6.1. The Member may not offer, sell, propose, negotiate, or provide additional services to any company connected to Koinz without prior written authorization from Koinz.
6.2. The restriction includes, without limitation:
- a) consulting services;
- b) advisory services outside the structure approved by Koinz;
- c) fundraising, investor relations, or capital raising;
- d) M&A, corporate finance, or strategic transactions;
- e) legal, accounting, tax, marketing, technology, product, sales, recruiting, management, or operations services;
- f) paid introductions, success fees, referral fees, or commissions;
- g) commercial representation, distribution, channels, or commercial partnerships; and
- h) any other direct or indirect economic arrangement with a Koinz Relationship.
6.3. Koinz may approve exceptions on a case-by-case basis, provided that the arrangement is transparent, previously disclosed, formally authorized, does not create a conflict of interest, does not harm Koinz’s economic rights, and is documented in writing.
7. Investments Permitted by Members
7.1. The Member may invest personally, or through their investment vehicles, in companies connected to Koinz, provided that the investment is previously disclosed to Koinz and does not violate confidentiality obligations, conflicts of interest, use of material non-public information, allocation, governance, applicable regulation, or existing contracts.
7.2. Any Member investment in a company related to Koinz must observe the following principles:
- a) the Member must notify Koinz before initiating, negotiating, or completing the investment;
- b) the investment may not be based on Confidential Information or material non-public information improperly obtained through Koinz;
- c) the Member may not use their position at Koinz to obtain preferential terms without adequate disclosure;
- d) the investment may not interfere with Koinz’s rights, allocation, advisory role, fundraising process, or strategic relationship with the company;
- e) the Member may not pressure the company, founders, or other members to accept the investment; and
- f) any potential conflict of interest must be disclosed and managed before completion of the investment.
7.3. Koinz may request additional documents, statements, abstention from decisions, removal from discussions, or other conflict-management measures before approving or recognizing the investment.
8. Conflicts of Interest
8.1. The Member must promptly disclose any real, potential, or perceived conflict of interest involving Koinz, any Koinz Relationship, company served, investor, member, partner, or strategic opportunity.
8.2. A conflict of interest includes, among other situations:
- a) the Member having a direct or indirect financial interest in a company, investor, supplier, or competitor involved with Koinz;
- b) the Member providing services to a company that may compete or conflict with a Koinz Relationship;
- c) the Member receiving or expecting to receive compensation, commission, success fee, equity, options, warrants, or any benefit from a Koinz Relationship outside the structure approved by Koinz;
- d) the Member having access to Confidential Information that may influence personal investment, advisory, or business decisions;
- e) the Member representing, advising, or investing in competing companies; or
- f) the Member’s personal, professional, or financial interests being capable of compromising their independent judgment.
8.3. In the event of a conflict of interest, Koinz may require disclosure, abstention, withdrawal from discussions, removal from a board or project, modification of the engagement, or termination of the Member’s participation.
9. Confidentiality and Use of Information
9.1. The Member must maintain absolute confidentiality over all Confidential Information accessed through Koinz.
9.2. The Member may not disclose, reproduce, transmit, share, use, or exploit Confidential Information for their own benefit, for the benefit of third parties or competitors, or for any purpose not authorized by Koinz.
9.3. Information about companies, founders, strategies, investors, fundraising, operations, performance, financial data, business models, technology, governance, and board discussions must be treated as confidential, even if not expressly marked as confidential.
9.4. The confidentiality obligation will remain valid after the termination of the Member’s relationship with Koinz.
10. Reputation Protection and Harm to Image
10.1. The Member must protect the reputation, image, credibility, and goodwill of Koinz, its platform, its companies, members, advisors, investors, partners, and any company to which the Member is allocated, introduced, or connected through Koinz.
10.2. The Member is expressly prohibited from engaging in any conduct that may cause, directly or indirectly, reputational harm, harm to image, loss of trust, commercial embarrassment, improper public exposure, institutional discomfort, or deterioration of a relationship involving Koinz or any Koinz Relationship.
10.3. This prohibition includes, without limitation:
- a) making false, misleading, exaggerated, negligent, or unauthorized statements about Koinz, its companies, founders, members, investors, or partners;
- b) acting in a way that harms the relationship between Koinz and a company, founder, investor, advisor, member, or strategic partner;
- c) disclosing confidential, sensitive, or strategic information without authorization;
- d) creating confusion about the Member’s authority, function, or mandate before Koinz or before a company;
- e) using inappropriate, aggressive, discriminatory, offensive, or unprofessional language or behavior;
- f) criticizing, depreciating, disqualifying, or weakening, publicly or in a private environment, Koinz, a company, its founders, executives, investors, advisors, or other members, in violation of good faith and professional conduct;
- g) interfering in a company’s governance, fundraising, commercial relations, investor relations, or strategic decisions outside the scope authorized by Koinz; and
- h) practicing any act that may reduce the trust of companies, investors, members, partners, or the market in Koinz or in any company connected to the platform.
10.4. Any reputational harm or harm to image caused by a Member to Koinz or to any company, founder, investor, advisor, partner, or relationship connected to Koinz will be considered a material breach of this Policy.
10.5. The Member will be liable for losses, damages, costs, expenses, harm to image, reputational harm, loss of opportunity, loss of business, loss of goodwill, attorneys' fees, and other consequences arising from their conduct, to the extent permitted by applicable law and executed contracts.
11. Protection of Economic Rights and the Platform
11.1. The Member acknowledges that Koinz invests time, resources, reputation, intellectual capital, and relational capital to develop its platform, originate companies, attract members, structure advisory boards, open commercial relationships, and create strategic opportunities.
11.2. Any unauthorized direct relationship, parallel arrangement, circumvention, unapproved provision of services, or misuse of information may cause material harm to Koinz, including loss of revenue, loss of opportunities, reputational harm, and weakening of trust in the platform.
11.3. Koinz reserves all rights related to opportunities originated, structured, presented, developed, or facilitated through its platform.
12. Violations, Penalties, and Applicable Measures
12.1. Any violation of this Policy may result in disciplinary, contractual, and legal measures, including, without limitation:
- a) warning or formal notice of breach;
- b) suspension of access to the platform;
- c) removal from advisory boards, committees, projects, or engagements with companies;
- d) cancellation, termination, or non-renewal of the membership;
- e) loss of incentives, referral fees, success fees, or other pending economic rights, to the extent permitted by law and applicable contracts;
- f) obligation to indemnify Koinz and/or the affected company for losses, damages, costs, expenses, reputational harm, and harm to image;
- g) payment of contractual penalty or liquidated damages; and
- h) adoption of judicial or extrajudicial measures to protect Koinz’s rights, including urgent measures.
12.2. In the event of unauthorized circumvention, unauthorized service provision, improper direct negotiation, misuse of Confidential Information, improper economic benefit, solicitation of a Koinz Relationship, reputational harm, harm to image, depreciation, unauthorized public or private statements, or any other breach involving Koinz or a company, founder, investor, advisor, partner, or opportunity accessed through the platform, the Member may be subject to a contractual penalty equivalent to the greater of the following amounts:
- a) 50 times the total membership amount paid or owed by the Member to Koinz during the applicable membership period;
- b) 3 times the economic benefit received, contracted, proposed, or expected by the Member or by any related party as a result of the violation; or
- c) the amount set forth in the respective membership contract, advisory agreement, platform terms, or any other instrument entered into with Koinz.
12.3. For purposes of this clause, "membership amount" includes any annual, monthly, recurring, prepaid, deferred, or outstanding fee owed by the Member to Koinz, regardless of whether it is fully paid at the time of the violation.
12.4. For purposes of this Policy, reputational harm or harm to image includes any conduct that negatively affects, or may reasonably negatively affect, the reputation, credibility, institutional relationship, investor perception, founder relationship, commercial relationship, market perception, or goodwill of Koinz or of any company to which the Member is allocated, introduced, or connected through the Koinz platform.
12.5. Payment of a contractual penalty will not limit Koinz’s right to seek additional losses and damages, urgent measures, reimbursement of costs, attorneys' fees, or any other remedy available under law or applicable contracts.
12.6. Koinz may, at its discretion, offset amounts owed by the Member against incentives, referral fees, success fees, distributions, or other economic rights that may be owed to the Member, to the extent permitted by applicable law and executed contracts.
13. Disclosure and Approval Procedure
13.1. Whenever the Member intends to engage in any activity that may involve a Koinz Relationship outside the ordinary scope of the platform, the Member must submit prior written notice to Koinz.
13.2. The notice must include:
- a) the identity of the company or person involved;
- b) the nature of the proposed relationship;
- c) the expected compensation, equity, fee, commission, or benefit;
- d) any potential conflict of interest;
- e) whether Confidential Information obtained through Koinz may be relevant; and
- f) any other information reasonably requested by Koinz.
13.3. No activity may proceed without Koinz’s prior written approval.
13.4. Silence, absence of objection, informal conversation, preliminary message, or occasional tolerance will not be considered approval.
14. Prevention of Fraud, Corruption, Money Laundering, Bribery, and Terrorist Financing
14.1. Koinz adopts governance measures to prevent irregular practices in its operations, relationships, and investment opportunities.
14.2. Members must notify Koinz of any transaction, person, company, investor, partner, or opportunity that shows signs of fraud, corruption, bribery, money laundering, terrorist financing, concealment of beneficial owner, financial incompatibility, high-risk jurisdictions, politically exposed persons, or any other situation that may create legal, regulatory, or reputational risk.
14.3. Members may not offer, promise, authorize, request, or receive an improper advantage, irregular commission, rebate, unauthorized payment, inappropriate gift, or any benefit that may compromise their independence, Koinz’s integrity, or trust in the platform.
15. Information Security
15.1. Koinz assets, systems, documents, credentials, databases, and information must be used exclusively for legitimate purposes related to Koinz.
15.2. Members must protect passwords, documents, accesses, company information, fundraising materials, reports, platform data, and any other content made available by Koinz.
15.3. Sharing documents, screenshots, links, credentials, company data, or member information with unauthorized persons is prohibited.
15.4. In case of doubt about sharing information, the Member must consult Koinz in advance.
16. Trading with Material Non-Public Information
16.1. The Member, their spouse, partner, dependents, related parties, and investment vehicles may not make investments, recommendations, trades, or transactions based on material non-public information obtained through Koinz.
16.2. The Member may not disclose material non-public information, except when strictly necessary for a purpose authorized by Koinz and subject to the appropriate confidentiality duties.
16.3. In case of doubt regarding the use, sharing, or handling of certain information, the Member must consult Koinz in advance.
17. Organizational Culture and Prohibited Conduct
17.1. Members must stay updated on laws, contracts, policies, guidance, and good practices applicable to their participation in Koinz.
17.2. Members must act with discretion when dealing with Koinz matters in public places, events, message groups, social networks, meetings, travel, meetings with investors, or interactions with companies.
17.3. Koinz will not tolerate discrimination, harassment, abusive behavior, offensive language, misuse of power, breach of confidentiality, undisclosed conflicts of interest, conduct that harms Koinz’s image, or any behavior incompatible with the platform’s values.
18. Reporting Channel
18.1. Koinz may maintain a channel to receive reports, including anonymous reports, related to violations of this Policy, inappropriate conduct, conflicts of interest, misuse of information, harm to image, fraud, corruption, or any irregular practice.
18.2. Reports will be evaluated with confidentiality, impartiality, and proportionality, observing defense rights and applicable legal obligations.
19. Survival of Obligations
19.1. The obligations of confidentiality, non-circumvention, protection of Koinz Relationships, protection of image, conflicts of interest, use of information, indemnification, and penalties will survive the termination, expiration, cancellation, or non-renewal of the Member’s relationship with Koinz.
19.2. Termination of the membership does not authorize the Member to use information, contacts, opportunities, or relationships obtained through Koinz for private purposes or for third parties outside the authorized scope.
20. Acknowledgment and Acceptance
20.1. By joining, renewing, or continuing to participate in the Koinz platform, the Member declares that they have read, understood, and agreed to comply with this Policy.
20.2. The Member acknowledges that the Koinz platform depends on trust, alignment, reputation, and ethical conduct, and that any violation of this Policy may cause significant harm to Koinz, its companies, its members, its investors, and its ecosystem.
20.3. This Policy integrates, complements, and must be interpreted together with the membership contract, adhesion term, advisory agreement, board contract, platform terms of use, and other applicable instruments entered into with Koinz.