CODE OF ETHICS
APTIMUS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

Aptimus, Inc. ("Aptimus") is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct and Ethics summarizes the legal, ethical and regulatory standards that Aptimus must follow and is a reminder to our directors, officers and employees of the seriousness of that commitment. Compliance with this Code and high standards of business conduct is mandatory for every Aptimus employee.

INTRODUCTION
Our business is becoming increasingly complex in terms of the markets we serve, the services we offer and the laws with which we must comply. To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created this Code of Business Conduct and Ethics.

This Code is not intended to be a comprehensive guide to all of our policies or to all your responsibilities under law or regulation. It provides general parameters to help you resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed. If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact our General Counsel or the Chair of the Audit Committee of our Board of Directors.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm your agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code. Violations of the law, our corporate policies, or this Code may lead to disciplinary action, up to and including dismissal.

I. We Insist on Honest and Ethical Conduct By All of Our Directors, Officers, Employees and Other Representatives

We have built Aptimus based on a commitment to excellence and integrity in service and honesty, ethics and fairness in our dealings with our employees and our business contacts. We place the highest value on the integrity of our directors, our officers and our employees and demand this level of integrity in all our dealings. We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Fair Dealing

Directors, officers and employees are required to deal honestly and fairly with our clients, partners, users, competitors and other third parties.

Serving our clients, partners and users effectively, ethically and with respect is our most important goal. In our dealings with our clients, partners and users, we:

  • prohibit bribes, kickbacks or any other form of improper payment, direct or indirect, to any representative of government, labor union, client, partner or user in order to obtain a contract, some other commercial benefit or government action;

  • prohibit our directors, officers and employees from accepting any bribe, kickback or improper payment from anyone;

  • prohibit gifts or favors of more than nominal value to or from our clients or partners;

  • limit marketing and client entertainment expenditures to those that are necessary, prudent, job-related and consistent with our policies;

  • require clear and precise communication in our contracts, our advertising, our presentations, our placements, our press releases, our website and our other public statements and seek to eliminate misstatement of fact or misleading impressions;

  • reflect accurately on all reporting and invoices to clients and partners alike the cost of, or revenue generated through, our services, as the case may be, and the material performance metrics of the services rendered;

  • protect all proprietary and confidential information our clients, partners and users provide to us as reflected in our agreements with them or as otherwise required by law;

  • prohibit our representatives from otherwise taking unfair advantage of our clients, partners, users, or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

Conflicts of Interest; Corporate Opportunities

Our directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their personal interests and the interests of Aptimus. In particular, without the specific permission of our General Counsel, no director, officer or employee shall:

  • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:

    • markets services in competition with our current or potential services;

    • supplies products or services to Aptimus; or

    • purchases services from Aptimus;

    • has any financial interest, including significant stock ownership, in any entity with which we do business that might create or give the appearance of a conflict of interest;

  • seek or accept any personal loan or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;

  • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities to us, (if in doubt, consult your supervisor or the General Counsel);

  • accept any personal loan or guarantee of obligations from Aptimus, except to the extent such arrangements are legally permissible; or

  • conduct business on behalf of Aptimus with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives.

Directors, officers, and employees must notify the General Counsel or the Chair of the Audit Committee of the existence of any actual or potential conflict of interest.

Confidentiality and Corporate Assets

Our directors, officers and employees are entrusted with our confidential information and with the confidential information of our clients, partners, users or other business associates. This information may include (1) technical or proprietary information about current and future services, (2) business or marketing plans or projections, (3) earnings and other internal financial data, (4) personnel information, (5) supply and customer lists and (6) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our clients, partners, users or other business associates. This information is our property, or the property of our clients, partners, users or business associates and in many cases was developed at great expense. Our directors, officers and employees shall:

  • Not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends;

  • Use confidential information only for our legitimate business purposes and not for personal gain;

  • Not disclose confidential information to third parties.

II. We Provide Full, Fair, Accurate, Timely and Understandable Disclosure

We are committed to providing our shareholders with full, fair, accurate, timely and understandable disclosure in the reports that we file with the Securities and Exchange Commission. To this end, our directors, officers and employees shall:

  • not make false or misleading entries in our books and records for any reason;

  • not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;

  • comply with generally accepted accounting principles at all times;

  • notify our Chief Financial Officer if there is an unreported transaction;

  • maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

  • maintain books and records that accurately and fairly reflect our transactions;

  • prohibit the establishment of any undisclosed or unrecorded funds or assets;

  • maintain a system of internal controls that will provide reasonable assurances to our management that material information about Aptimus is made known to management, particularly during the periods in which our periodic reports are being prepared;

  • present information in a clear and orderly manner and avoid the use of unnecessary legal and financial language in our periodic reports; and

  • not communicate to the public any nonpublic information except through our authorized senior executives after appropriate confidentiality and/or compliance measures have been taken.

III. We Comply With all Laws, Rules and Regulations

We will comply with all laws and governmental regulations that are applicable to our activities, and expect all our directors, officers and employees to obey the law. Specifically, we are committed to:

  • maintaining a safe and healthy work environment;

  • promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex, age, national origin, disability or other factors that are unrelated to the Company’s business interests;

  • supporting fair competition, consumer protection and laws prohibiting restraints of trade, false advertising and other unfair trade practices;

  • conducting our activities in full compliance with all applicable commercial email solicitation and privacy laws;

  • keeping the political activities of our directors, officers and employees separate from our business;

  • prohibiting any illegal payments, gifts, or gratuities to any government officials or political party;

  • prohibiting the unauthorized use, reproduction, or distribution of any third party’s trade secrets, copyrighted information or confidential information; and

  • complying with all applicable state and federal securities laws.

Our directors, officers and employees are prohibited from trading our securities while in possession of material, nonpublic ("inside") information about Aptimus. Our Insider Trading Policy describes the nature of inside information and the related restrictions on trading.

REPORTING AND EFFECT OF VIOLATIONS

Compliance with this Code is, first and foremost, the individual responsibility of every director, officer and employee. We attempt to foster a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the fear of retribution. It is our responsibility to provide a system of reporting and access when you wish to report a suspected violation, or to seek counseling, and the normal chain of command cannot, for whatever reason, be used.

Administration

Our Board of Directors and Audit Committee have established the standards of business conduct contained in this Code and oversee compliance with this Code. They have also delegated to the General Counsel the task of ensuring adherence to the Code. While working in this capacity, the General Counsel reports directly to the Board of Directors.

Training on this Code will be included in the orientation of new employees and provided to existing directors, officers, and employees on an on-going basis. To ensure familiarity with the Code, directors, officers, and employees will be asked to read the Code and sign a Compliance Certificate annually.

Reporting Violations and Questions

Directors, officers, and employees must report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to either the General Counsel or the Chair of the Audit Committee. Additionally, directors, officers, and employees may contact either the General Counsel or the Chair of the Audit Committee with a question or concern about this Code or a business practice. Any questions or violation reports will be addressed immediately and seriously, and can be made anonymously. If you feel uncomfortable reporting suspected violations to these individuals, you may report matters to Bryce Holland or Kimberley Anderson of Dorsey & Whitney, our outside counsel. The address and telephone number of these individuals are listed in the attachment to this Code.

We will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any violation.

Our General Counsel will investigate any reported violations and will determine an appropriate response, including corrective action and preventative measures, involving the Audit Committee or Chief Executive Officer when required. All reports will be treated confidentially to every extent possible.

Consequences of a Violation.

Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, up to and including termination of employment or removal from the Board, as the case may be.

Waivers

The provisions of this Code may be waived for directors or executive officers only by a resolution of the Board of Directors. The provisions of this Code may be waived for our employees who are not directors or executive officers by our General Counsel, after consultation with our Chief Executive Officer. Any waiver of this Code granted to a director or executive officer will be publicly disclosed. Any change in or waiver of this Code for senior financial officers will be publicly disclosed as required by the Securities Exchange Commission.

THE FOREGOING IS A POLICY STATEMENT ONLY AND DOES NOT CREATE A CONTRACTUAL RIGHT, COMMITMENT OR OBLIGATION ON BEHALF OF OR ENFORCEABLE AGAINST THE COMPANY OR ANY THIRD PARTY

Contact information intentionally omitted on public document. (Updated as of February 15, 2005)