CODE OF BUSINESS CONDUCT AND ETHICS
EARTH SCIENCE TECH, INC.
1. Statement of Policy
Earth Science Tech, Inc. (the “Company”) is committed to the highest standards of legal and ethical business conduct. This Code summarizes the legal, ethical and regulatory standards that must be followed by all directors, officers and employees.
Compliance with this Code is mandatory. It also applies to agents, consultants and representatives of the Company. This Code serves as a guiding framework for resolving ethical and legal issues encountered in business operations.
If a law conflicts with this Code, you must follow the law. If a local custom conflicts with this Code, you must follow this Code. Questions should be directed to management or the Chief Executive Officer.
2. Honest and Ethical Conduct
We expect the highest standards of integrity, honesty and fairness in all business dealings. Employees must avoid both actual and perceived conflicts of interest.
A. Competition and Fair Dealing
- Deal fairly with customers, suppliers, competitors and employees
- Do not misuse proprietary or confidential information
- Do not engage in manipulation, concealment or misrepresentation
- Comply with all antitrust and competition laws
B. Conflicts of Interest
- Avoid situations where personal interests conflict with Company interests
- Do not work for competitors, suppliers or customers without approval
- Do not accept improper personal benefits
- Disclose conflicts to the Audit Committee Chairman
C. Confidentiality
All non-public information must be protected. This includes financial data, customer information, business plans and proprietary data. This obligation continues after employment ends.
3. Insider Trading
It is illegal to trade securities while in possession of material non-public information or to share such information with others.
- No trading based on inside information
- No tipping others
- Material information includes financial results, mergers, contracts, etc.
- Applies to family and household members
Violations may result in fines, imprisonment, and termination.
4. Record-Keeping
All Company records must be accurate, complete and comply with legal and accounting standards. Expense reporting must be truthful and properly documented.
A. Protection of Company Assets
- Protect Company property and resources
- Report theft, fraud or misuse immediately
- Use Company systems for business purposes
- Do not share passwords or bypass security systems
B. Intellectual Property
- Patents: Protect Company inventions
- Trademarks: Maintain proper usage
- Copyrights: Company owns work created in employment
- Confidential Information: Must be safeguarded at all times
C. Corporate Opportunities
Employees may not use Company opportunities or resources for personal gain without Board approval.
5. Disclosure Responsibilities
The Company is committed to full, fair, accurate and timely disclosure in all reports.
- No false or misleading records
- Report questionable transactions
- Maintain internal controls
- Ensure transparency in financial reporting
6. Financial Officer Responsibilities
Senior financial officers must:
- Act with integrity
- Comply with laws and accounting standards
- Report deficiencies in internal controls
- Ensure accurate financial disclosures
7. Compliance with Laws
- Maintain a safe and healthy workplace
- Prevent discrimination and harassment
- Follow environmental laws
- Prohibit illegal payments or bribery
- Comply with securities laws
8. Investigations
The Company will cooperate with legal investigations. Employees must notify the CEO of any requests or inquiries and should not respond independently.
Protected Rights: Employees may communicate directly with government agencies without Company approval.
9. Political Activities
- No political contributions using Company funds
- Personal political activity is permitted
- No reimbursement for political donations
10. Money Laundering
The Company prohibits involvement in money laundering and will not conduct business with individuals or entities engaged in illegal financial activity.
11. Foreign Corrupt Practices Act
No payments or gifts to foreign officials to gain business advantage. All such activities must comply with the FCPA.
12. Reporting Violations
A. Administration
The Board and Audit Committee oversee compliance with this Code.
B. Reporting
All violations must be reported promptly. Anonymous reporting is permitted.
C. No Retaliation
No retaliation will occur for good-faith reporting.
D. Investigation
All violations will be investigated appropriately.
E. Record Retention
Reports will be retained for five (5) years.
F. Consequences
Violations may result in disciplinary action, including termination.
G. At-Will Employment
This Code does not alter employment status.
13. Waivers
Any waivers for executives or directors must be approved by the Board and disclosed as required.
Amended: March 31, 2026