Vendor Code of Conduct

This JioSaavn Vendor Code of Conduct ("Policy") is subject to the terms and provisions of the fully executed contractual agreement between the Vendor and JioSaavn ("Vendor Agreement"). In the event of any conflict between the terms of this Policy and the terms of the Vendor Agreement, the terms of the Vendor Agreement will prevail to the extent of such conflict.

This Policy is comprised of the following sections and provisions:

Introduction

Saavn Media Ltd (formerly Saavn Media Private Limited), its subsidiaries and affiliates (collectively referred to as "JioSaavn", "We") is committed to conducting business ethically and in compliance with all applicable laws and regulations with respect to all our operations worldwide.

We believe that Vendors (defined below) are an integral part of the JioSaavn ecosystem and are committed to treating all Vendors ethically, respectfully, and with integrity.

In return, JioSaavn expects all Vendors to conduct themselves similarly in all their business dealings. This document details our expectations of all Vendors and is adopted in conjunction with the Jio Platform Limited Anti-Bribery & Anti-Corruption Policy ("JPL ABAC Policy") adopted by Jio Platforms Limited ("JPL") and applicable to JPL and all its subsidiaries including JioSaavn.

JioSaavn expects Vendors and JioSaavn Employees (defined below) to conduct their business transactions with integrity, honesty, fair-dealing and transparency and to uphold the ethical values set forth in this Policy. JioSaavn applies a zero-tolerance policy towards any violations of this Policy by a Vendor or JioSaavn Employee.

To Whom This Policy Applies

This Policy applies to all individuals and organizations that provide any goods, services, or manpower to, for, or on behalf of JioSaavn, including but not limited to suppliers, business partners, licensors, contractors and sub-contractors, intermediaries, consultants, representatives, agents and advisers, and their employees, directors, agents and affiliates (collectively, "Vendors").

All JioSaavn directors, officers, employees (whether permanent, fixed-term, casual or temporary), interns, trainees, seconded staff and personnel resources provided by third parties on a contractual basis working for JioSaavn ("JioSaavn Employee(s)") are further bound by this Policy and JioSaavn Employee Code of Conduct as a condition of their employment with JioSaavn.

Vendor-JioSaavn Business Conduct

JioSaavn holds both JioSaavn Employees and Vendors to the highest standard of business integrity and ethics. As such, JioSaavn Employees are prohibited from soliciting or receiving any loan, Gift, donation or other payment, directly or indirectly, whether in cash or in kind, to or for the personal benefit of any JioSaavn Employee or their family members.

1. No Gifts to JioSaavn Employees All Vendors (including its directors, employees, agents, representatives) are prohibited from offering, agreeing to, or making any loan, Gift (defined below), donation or other payment, directly or indirectly, whether in cash or in kind, to or for the personal benefit of any JioSaavn Employee or members of their family, in connection of any goods or services offered, provided, supplied to or purchased from JioSaavn and its affiliates.
2. Reporting of Violations. If a Vendor is made aware of any violation of the above prohibition on Gifts to a JioSaavn Employee – whether such violation is by the Vendor or by a JioSaavn Employee – without prejudice to any existing business relationship between the Vendor and JioSaavn, the Vendor is obligated to provide all relevant details (in confidence) via email to: vendor.notice@jiosaavn.com. All reports shall be treated confidentially and anonymously. Subject to the good faith disclosure and cooperation by the Vendor and an internal investigation by JioSaavn, any report of a violation of this Policy by the Vendor shall not prejudice the Vendor-JioSaavn business relationship.

Anti-Bribery & Anti-Corruption Policy

JioSaavn is committed to doing business in compliance with all applicable laws and regulations and has a zero-tolerance policy to a Vendor’s non-compliance with this Policy or applicable Anti-Corruption Laws.

• What Anti-Bribery & Anti-Corruption Laws apply to a Vendor under this Policy?

  All applicable laws and regulations in any jurisdiction concerning bribery, corruption or money laundering that apply to JioSaavn ("Anti-Corruption Laws"), including but limited to:

  • The Prevention of Corruption Act, 1988 (India);
  • The Foreign Corrupt Practices Act of 1977 (USA); and
  • Bribery Act, 2010 (UK).

• What is a "Bribe"?

  A "Bribe" or "Bribery" is any inducement, payment, reward or advantage offered, promised, provided, or authorized to be provided, directly or indirectly, to any person or entity with the intent to improperly influence the recipient to take any action, or abstain from taking any action, that would result in a commercial, contractual, regulatory or personal advantage. This includes:

  • "Kickbacks" — monetary or non-monetary rewards intended as compensation for the favorable treatment of a party in connection with the securing of commercial agreement.
  • "Facilitation Payments" — monetary or non-monetary Gifts that are made to Government Officials to expedite the performance of non-discretionary tasks such as providing a permit, visa, or other government services.
  • "Hospitality" — business courtesies such as meals, refreshments, invitations or tickets to recreational, cultural or sports events or venues and any travel or accommodation.
  • "Gifts" — anything of value in the form of cash or non-cash items, favors, business contracts, Kickbacks, Hospitality, Facilitation Payments, offers of employment, payment or reimbursement of travel expenses, charitable donations, social contributions that are offered to the government official, employee or representative acting in an official capacity on behalf of a government ("Government Official") or members of their family or to JioSaavn Employees or their respective family members.

• What is "Corruption"?

  "Corruption" is any unlawful or improper behavior that seeks to gain an advantage through illegitimate means, including Bribery, fraud, extortion, collusion, embezzlement and money laundering.

• Are all Gifts to/from JioSaavn Employees prohibited?

  No. This Policy does not prohibit providing or accepting items of nominal value such as calendars, pens, mugs, books, bouquets of flowers, packs of sweets or dry fruits (e.g., during the Christmas, Diwali or Eid period), or other modest gifts in the ordinary course of business.

  However, JioSaavn Employees and Vendors are required in all cases to assess whether Gifts or Hospitality are appropriate in the circumstances and consistent with this Policy.

  Gifts and/or Hospitality are deemed acceptable under this Policy if:

  • They are not lavish or otherwise inappropriate in the context of a business relationship.
  • They have secured prior approval from JPL’s Chief Financial Officer and Chief Compliance Officer for Gifts or Hospitality with a value greater than INR 1,000 (USD $14.00).
  • The Gifts or Hospitality comply with applicable law.
  • The Gifts do not include cash or cash equivalents (e.g., gift cards or vouchers).
  • They are given openly without any appearance of impropriety.
  • They are permitted under this Policy and Code of Conduct of JioSaavn and JPL.

• What are the Vendor’s Obligations under the Anti-Bribery & Anti-Corruption Policy?

  JioSaavn has a zero-tolerance policy with respect to any form of Bribery or Corruption. We do not permit such actions, nor do we allow Vendors acting on our behalf to engage in any form of Bribery or Corruption. Vendors are:

  • Prohibited from directly or indirectly offering, promising, authorizing or paying Bribes in any form on behalf of JioSaavn, including Government Officials, private persons, customers, or their representatives.
  • Required to implement monitoring and enforcement procedures to ensure compliance with all Anti-Corruption Laws.
  • Raise invoices and claims in line with the agreed services and supplies along with all supporting documentation.
  • Perform all business dealings ethically and transparently and maintain accurate details of the same in the Vendor’s books and records.
  • Adhere to all other applicable terms and conditions in the JPL ABAC Policy.

Conflicts of Interest

A "Conflict of Interest" between a Vendor and JioSaavn arises in situations where a JioSaavn Employee or their family members may have an interest of any kind in the Vendor’s business, whether through personal relationships, investments, directorships, or any kind of economic ties with the Vendor.

In the event of any Conflict of Interest arising at the time of prior, during or after the business engagement, Vendors are required to promptly disclose (in confidence) any actual or perceived conflict of interest to JioSaavn via email: vendor.notice@jiosaavn.com

Charitable Contributions, Sponsorships and Donations

As part of its Corporate Social Responsibility ("CSR") activities, JioSaavn may support local charities or provide donations or sponsorships (e.g., for sporting or cultural events). JioSaavn’s parent company, JPL, has implemented a review and approval process to ensure that such contributions, donations and sponsorships are legal, ethical and not used for improper purposes. As such, any charitable contribution, donation, or sponsorship requires the prior approval of JPL’s Chief Executive Officer, Chief Financial Officer, and Chief Compliance Officer of the JPL.

Political Contributions

"Political Contributions" include any use of corporate funds, resources, or facilities to support a Government Official, politician, or political organization, party, candidate, campaign, or initiative. All Political Contributions on behalf of JioSaavn are prohibited and may only be made where they are permitted by applicable law and approved in advance by JPL’s Chief Executive Officer, Chief Financial Officer, and Chief Compliance Officer.

Tax Compliance

Vendors must comply with all applicable laws and regulations related to tax compliance, including having reasonable procedures in place to prevent tax evasion or the facilitation of the same by Vendors or their associates.

Third Party Vendor Intermediaries

In event a Vendor engages any third party to provide services/goods to JioSaavn ("Vendor Intermediary"), the Vendor shall ensure that the Vendor Intermediary complies with this Policy and does not indulge in any activity that violates the terms of this Policy. The Vendor shall be responsible to monitor compliances by the Vendor Intermediary and determine that they are in accordance with all applicable laws and regulations.

Confidentiality of Information

Vendors are required to protect any information disclosed to the Vendor, whether oral, electronic or in writing in any tangible or intangible form, that is either designated as "confidential" or would reasonably be understood to be confidential given the nature of the information or the circumstances of its disclosure to the Vendor ("Confidential Information"). Vendors must adopt and maintain reasonable protections to safeguard the protect the security and confidentiality of all personal, proprietary and Confidential Information the Vendor receives, processes or gains access by or on behalf of JioSaavn. Subject to any contractual agreement between JioSaavn and the Vendor, the Vendor is required to ensure that such information is not used for any advantage, gain or purpose without JioSaavn’s express prior written approval.

Data Privacy and Data Protection

JioSaavn complies with all applicable data protection laws and contractual requirements and is committed to uphold the highest data protection and privacy standards with respect to all Vendor data and Personally Identifiable Information ("PII"). "PII" means any information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.

JioSaavn expects our Vendors to adhere to similar standards. All Vendors must comply with obligations under applicable data protection laws or contractual requirements and ensure adequate measures are implemented to address technical and organizational security measures, data access rights, transfer of data and retention of data, while processing personal data owned, controlled and managed by JioSaavn. Vendors shall inform JioSaavn of any instance of a data breach within 12 hours of discovery of such breach via email: databreach@jiosaavn.com

Intellectual Property

The Vendor shall take all steps to adhere to the intellectual property rights of JioSaavn including but not limited to the JioSaavn copyrights, patents, trade secrets, and trademarks. Subject to the terms of the Vendor Agreement, any use of JioSaavn’s intellectual property by the Vendor is subject to JioSaavn’s prior written approval.

JioSaavn Logo, Brand Name & Media Rights

Our logo is the most prominent symbol of our products, platforms, and services. The Vendor shall ensure the following:

• All usage of the JioSaavn logo must strictly adhere to JioSaavn Brand Guidelines with respect to color, appearance and size;
• All manifestations of the JioSaavn brand including but not limited to case studies, brochures and advertisements must be in accordance with JioSaavn Brand Guidelines; and
• Vendors shall not use JioSaavn brand name, logo or any other visual elements implying or representing JioSaavn without prior written approval of JioSaavn.

Vendors shall not make any comments about their engagement with JioSaavn in the media without prior approval from JioSaavn. The specific content of any media report and/or comments and details of usage shall be shared for approval with JioSaavn.

Vendor Compliance & Notice Requirements

All JioSaavn Vendors, their employees, agents and sub-contractors are required to fully comply with this Policy when conducting business with, or on behalf of JioSaavn. Vendors must further comply with all applicable national and/or local laws and regulations, treaties and industry standards including, but not limited to, those related to labor, immigration, health and safety and the environment. All Vendors are expected to self-monitor their compliance with this Policy.

Any facts or circumstances which are likely to lead to your inability to meet the requirements and expectations of this Policy should be reported immediately to JioSaavn via email to: vendor.notice@jiosaavn.com

Vendors are required to promptly inform JioSaavn via email to vendor.notice@jiosaavn.com when any situation or circumstance arises that causes, or would reasonably expect to cause, the Vendor, their employees, affiliates, or representatives to be in violation of this Policy.

In the event of any non-compliance to the requirements of this Policy or breach of contract, JioSaavn reserves its rights and retains the sole discretion to exercise any rights under this Policy, any relevant contract and/or local laws and regulations.

Enforcement of this Policy

If a Vendor is found to be in violation of the requirements of this Policy, we will expect the Vendor to inform us immediately and remedy any such violation in a timely and sensitive manner. Failure by a Vendor to do so may lead to a review or termination of our relationship. Specific terms for non-compliance with this Policy will generally be covered within the Vendor Agreement.

The failure or omission by JioSaavn to insist upon strict performance and compliance with any of the provisions of this Policy at any time shall not be construed as a waiver of JioSaavn’s rights under this Policy, the Vendor Agreement, at law, or in equity.

Miscellaneous

This Policy and any of the specific terms contained in it are subject to updates and modifications by JioSaavn from time to time at its sole discretion.