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                                      Netskope

                                      Global Anti-Corruption Policy

                                      Adopted on January 21, 2025

                                      A. POLICY OVERVIEW enlace enlace

                                      Netskope, Inc. is dedicated to fostering and maintaining high ethical standards everywhere it
                                      conducts business. Bribery and corruption are illegal in every country where Netskope operates by laws including the United States Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom Bribery Act 2010 (collectively referred to as the “Anti-Corruption Laws”). It is Netskope’s policy to comply with all applicable Anti-Corruption Laws.

                                       

                                      B. PURPOSE enlace enlace

                                      The purpose of this Global Anti-Corruption Policy (this “Policy”) is to describe the practices and procedures that Netskope’s officers, directors, and employees (“Team Members”) and Netskope’s distributors, consultants, agents, contractors, business partners, and anyone else authorized to act on its behalf (“Third-Party Representatives”) must follow. This will ensure that Netskope’s practices meet all applicable legal standards so that Netskope can effectively serve its customers. All Team Members are required to read and follow this Policy. Third-Party Representatives are also required to read and follow all applicable portions of this Policy while working for Netskope. This Policy also applies to Netskope’s subsidiaries and controlled affiliates.

                                       

                                      C. SUMMARY enlace enlace

                                      1. We do the right thing. We act with integrity, honesty, and transparency, and follow
                                        Netskope’s policies and procedures.
                                      2. We do not pay bribes. We do not offer or give anything to anyone, including customers or partners, to improperly obtain an advantage. We also do not accept bribes. made.
                                      3. We stay alert. We do not ignore information that indicates a bribe has been offered or made. When we see a “red flag,” we follow up and report it.
                                      4. Our Third-Party Representatives must also do the right thing. We do not use third parties to take actions that we cannot take ourselves, such as making a payment or giving a gift that would be prohibited by a Team Member.
                                      5. We maintain accurate books and records. We clearly and accurately represent how we spend our money.
                                      6. Netskope’s Legal team is here to help if you face a difficult situation or need guidance. For questions about this Policy, please reach out to [email protected].

                                       

                                      Divulgación de información personal enlace enlace

                                      This Policy applies to Netskope and all Team Members and Third-Party Representatives. It will be implemented and overseen by Netskope’s General Counsel or a position designated by Netskope’s General Counsel (the “Compliance Officer”). Where applicable, Team Members and Third-PartyE. Representatives are required to attest that they have read and understand this Policy. Netskope does not expect you to become an expert in anti-corruption compliance. However, Netskope expects you to seek guidance when you have questions about conduct or activities that may violate this Policy or Anti-Corruption Laws. If you have any questions about this Policy or how the Anti-Corruption Laws apply to a specific situation, contact the Compliance Officer or their designee for advice at [email protected].

                                      Team Members and Third-Party Representatives must follow this Policy whether they use personal resources or Netskope resources to pay for an expense.

                                       

                                      E. WE DO NOT PAY BRIBES enlace enlace

                                      Netskope prohibits all Team Members and Third-Party Representatives from paying bribes. A bribe is when one person gives another person something to improperly influence the recipient’s conduct. This means that you cannot promise, offer, give, or authorize bribes to any person. Bribery is not limited to winning contracts—it can take many forms, including customs benefits and tax advantages. There are no exceptions to this Policy, even if you believe our competitors engage in improper behavior or if corruption is an accepted practice in a country where we operate. To be clear: (1) offering a bribe is against the law even if the individual does not accept it; (2) a bribe can have value to the recipient even if it does not have value to Netskope; and (3) it does not matter if you are trying to influence someone (e.g., a government official) by giving something to another person (e.g., that government official’s friend or family member). In addition, someone else cannot pay a bribe for us. Team Members and Third-Party Representatives are also prohibited from accepting bribes.

                                      Bribes can take many forms, including money, real estate, cars, gift cards, tuition payments, donations, procuring services, or offers of employment. Some things like gifts, meals, or tickets to sporting events can be bribes or they can be legal, depending on your intent. For example, taking a customer out to a reasonably priced meal to build a relationship with them is fine, but taking them to an extravagant meal so that they will reward you with a contract is a bribe.

                                       

                                      F. SPECIFIC ANTI-CORRUPTION LAWS enlace enlace

                                      The FCPA prohibits offering, promising, giving, or authorizing the giving of anything of value to a “Foreign Official” for the purpose of influencing a government act. It can be difficult to determine who is a Foreign Official, and that term is interpreted broadly, so you should contact the Compliance Officer if you have questions about who is a Foreign Official. A Foreign Official is:

                                      • Any person who works for a foreign (non-U.S.) Government Agency;
                                      • Any person acting in an official capacity for a foreign (non-U.S.) Government Agency;
                                      • Any candidate for a foreign (non-U.S.) government or political office; or
                                      • Any member of a royal family.

                                      In this Policy, “Government Agency” means any:

                                      • Government or other regulatory entity, including boards, commissions, and legislative bodies;
                                      • Government-owned or government-controlled entity (including state-owned or state-controlled businesses, universities, hospitals, or quasi-government entities);
                                      • Political party;
                                      • Royal family;
                                      • Tribunal or arbitral body;
                                      • Public international organization (e.g., the United Nations or World Bank); or
                                      • Any representative of a party above.

                                      Under U.S. federal and state laws prohibiting domestic bribery, you may not offer, promise, authorize the giving, or give anything of value to any U.S. “Public Official” in exchange for influencing, or as an after-the-fact reward for, an official government act (i.e., no quid pro quo). In this Policy, Public Officials include all federal, state, and local government officials in the United States. As discussed below, you should seek guidance from the Compliance Officer before giving a Foreign or Public Official (collectively, “Government Officials”) anything of value.

                                      Some Anti-Corruption Laws prohibit public sector bribery (bribing a Government Official), some prohibit commercial bribery (bribing someone who works in the private sector), and some prohibit both. Netskope prohibits all bribery.

                                       

                                      G. FACILITATION PAYMENTS AND EXTORTION PAYMENTS enlace enlace

                                      We do not pay facilitation payments. Facilitation payments are bribes, usually of small amounts, made to a Government Official to speed up non-discretionary activity that the Government Official is required to perform, such as issuing permits, licenses, or other documents that allow companies to conduct business in a country. Since facilitation payments are bribes, requests for them must be rejected and reported to the Compliance Officer promptly. Facilitation payments are different from expedite fees openly and publicly charged by an agency (not paid to an individual) at a set amount to speed up routine, non-discretionary activity by the agency.

                                      An extortion payment is a demand for a payment where refusing to make the payment would create an immediate threat to someone’s health or safety. Threats of purely economic harm, such as not winning a contract, are not extortion payments. Netskope’s primary concern is your physical safety, so this Policy does not require you to put your health or safety or another person’s health or safety at risk. When an extortion payment is demanded, you may pay it and then you must promptly notify the Compliance Officer of the date, place, amount of the payment, and the specific circumstances that led to a fear of imminent harm. Extortion payments must be accurately recorded in Netskope’s books and records.

                                       

                                      H. GIFTS, MEALS, ENTERTAINMENT, AND SPONSORED TRAVEL enlace enlace

                                      Gifts, meals, and entertainment of nominal value are usually not bribes and are generally permitted, but cash or cash equivalents (like debit cards) and expensive or lavish items are not permitted. The purpose of meals and entertainment is to improve business relationships, so meals and entertainment are favored over gifts. Netskope has implemented the following guidelines to avoid even the perception of improper behavior. You may not provide any customers—private sector or government—with something if you know that it violates their employers’ policies covering what they can accept. You also must ensure that you give things openly—hiding that you are giving something to someone can indicate bad intent.

                                      • Can I Give a Government Official Gifts, Meals, Entertainment, or Travel?
                                        You must obtain written pre-approval from the Compliance Officer before giving any gifts, meals, entertainment, or travel to a Government Official. The only exception to this pre-approval requirement is Netskope-logoed merchandise of nominal value that is provided solely as a courtesy.
                                      • Can I Give a Private Sector Business Partner a Gift?
                                        You may give modest and appropriate gifts to employees of private sector companies that do business with Netskope if the value of the gift is reasonable. Gifts to private sector business partners valued in the aggregate up to $250 per calendar year per individual recipient are permissible. The Compliance Officer must pre-approve, in writing, gifts to private sector business partners that, in the aggregate, exceed $250 per calendar year. Programs and events involving gifts (including gift cards) that have been approved by the Compliance Officer do not require individual approval of gifts.
                                      • Can I Give a Private Sector Business Partner Meals or Entertainment?
                                        You may provide meals and entertainment to employees of private companies that do business with Netskope if the meal or hospitality is reasonable (not lavish) and is within the reimbursable amounts of Netskope’s Travel and Expense Policy. Meals must be infrequent. Meals and entertainment that exceed reimbursable amounts, whether or not submitted for reimbursement, require approval by the Compliance Officer. Meals and entertainment provided by executive officers (Executive Vice President and above) or provided under programs and events that have been approved by the Compliance Officer do not require individual approval.
                                      • Travel
                                        Netskope may pay for travel for third parties if the travel is directly related to a legitimate business purpose and consistent with Netskope’s Travel and Expense Policy. For example, Netskope may pay for a customer to travel to see a demonstration of Netskope’s products, and during the trip, Netskope may provide reasonable entertainment (see guidelines above) but may not pay for “side trips” or give customers per diems. You must obtain written pre-approval from senior management (Senior Vice President and above) for any third party travel. You must obtain written pre-approval from the Compliance Officer for any third party travel that includes a traveling companion (for example, a spouse, family member or friend). You must also obtain written pre-approval from the Compliance Officer for any Government Official travel.
                                      • Accepting Gifts, Meals, Entertainment, and Travel
                                        You are required to comply with Netskope’s Code of Business Conduct and Ethics, which describes the types of conflicts that you are to avoid. In addition, you should consider the following questions when accepting gifts, meals, entertainment, or travel:
                                        • Is the item intended to influence your objectivity in making a business decision?
                                        • Is the item lavish, disproportionate to the nature of the relationship, or given frequently?
                                        • Could it make you or the other party feel that you have an obligation to make a decision that would benefit the other party?
                                        • Is the item illegal in your country or the other party’s country?
                                        • Is it reasonable to believe that the item violates the policies of the other party’s employer?
                                        • Would you be embarrassed if Netskope or anyone else knew that you received the item?

                                       

                                      I. CORPORATE SPONSORSHIPS enlace enlace

                                      A corporate sponsorship is where we pay to participate in or be associated with an event, project, program, or institution. Because we are sponsoring the event—not just donating to it—we are also associating the Netskope brand with that event. Corporate sponsorships must have a legitimate and clearly identifiable business purpose. The purpose of the sponsorship is not to improperly influence any person or entity to obtain an improper business advantage. The sponsorship fee should be proportionate to the value that the sponsorship is expected to provide us. The sponsorship fees should be paid to an entity—not to an individual—and tracked in appropriate budgets. If we use Netskope funds to pay for gifts, meals, entertainment, or travel, those amenities must comply with the rest of this Policy.

                                       

                                      J. DUE DILIGENCE enlace enlace

                                      1. Third-Party Representatives.

                                      Third-Party Representatives can be integral to operating our business, but they also increase our corruption risk. Netskope is violating Anti-Corruption Laws if it knows that a Third-Party Representative is paying a bribe on Netskope’s behalf. Some Anti-Corruption Laws also impose liability if we disregard or ignore facts alerting us that a Third-Party Representative intended to pay a bribe for us. These facts are known as “red flags.” Red flags can arise with any third party but are more common with joint venture partners and foreign agents (such as promoters, sales agents, distributors, resellers, or consultants). Red flags can arise at any stage of a transaction—during due diligence, during contract negotiations, during operations, at renewal, or at termination. The basic rule is simple: you cannot ignore red flags, you must address them. If you learn of a red flag, you should contact the Compliance Officer promptly. A red flag does not mean that we cannot do business with the third party, but it means that we must mitigate any identified risks.

                                      Here are some “red flags” that frequently arise with Third-Party Representatives involved in non-U.S. operations:

                                      • A reference check reveals that the third party has a flawed background or reputation;
                                      • The transaction involves a country known for corrupt payments;
                                      • A Government Official suggests that we use a specific Third-Party Representative;
                                      • The Third-Party Representative objects to anti-corruption representations in agreements;
                                      • The Third-Party Representative has a business relationship or family relationship with a Government Official;
                                      • The Third-Party Representative requests unusual contract terms or payment arrangements, such as payment in cash, payment in another country or in another country’s currency, or payment in another party’s name;
                                      • The Third-Party Representative asks that their identity or, if the Third-Party Representative is a company, the identity of its owners, principals, or employees, not be disclosed;
                                      • A new Third-Party Representative is added to a transaction late in the process; and
                                        The Third-Party Representative’s commission is higher than normal.

                                      If we reasonably expect that a Third-Party Representative may act on our behalf, we must conduct risk-based due diligence as prescribed by the Compliance Officer before hiring or renewing an agreement with the Third Party Representative. Team Members must assess the Third-Party Representative’s history of legal compliance, its qualifications, and the reasonableness of its compensation.

                                      After due diligence is completed and any risks are mitigated, the Third-Party Representative’s relationship with Netskope must be memorialized in a written contract. All contracts with Third-Party Representatives must contain appropriate provisions requiring them to comply with Anti-Corruption Laws. Third-Party Representatives also will, where appropriate, be required to sign periodic certifications stating that they understand and will comply with the Anti-Corruption Laws and this Policy.

                                      2. Hiring.

                                      In some cases, hiring a Government Official, a business partner, or one of their family members can be a bribe. Netskope may not obtain any benefit or advantage by hiring a specific candidate at the request of a Government Official or business partner. So, although Netskope can hire, for example, a Government Official or their family member, we must conduct due diligence on them. As part of Netskope’s employee onboarding process, all potential new hires must be vetted and approved through an anti-corruption due diligence process prescribed by the Human Resources and Legal Departments. In addition, if a current employee or one of their family members becomes a Government Official or employee of a business partner, they must notify the Human Resources and Legal Departments for guidance.

                                      3. Corporate Transactional Activity.

                                      The corruption risks posed by a merger, acquisition, joint venture, and other corporate transactional activity will vary depending on a variety of factors, including the nature of the transaction and the contemplated relationship. Netskope’s Compliance Officer must be involved at the earliest stage possible of any contemplated activities to help devise an appropriate approach to anti-corruption due diligence and post-transaction integration. Once completed, if Netskope controls or operates a business, we will implement this policy promptly. If we do not control or operate the business, we will use our influence to encourage it to follow this Policy or to adopt appropriate policies to ensure compliance with Anti-Corruption Laws.

                                       

                                      K. POLITICAL CONTRIBUTIONS enlace enlace

                                      Netskope may communicate its position on important issues to Government Officials and will comply with all applicable laws covering political contributions. Donations to political campaigns or causes can violate Anti-Corruption Laws, especially if contributions are made to a campaign at the request or suggestion of a Government Official. Any contribution made on behalf of Netskope or using Netskope funds or facilities must be pre-approved, in writing, by the Compliance Officer.

                                       

                                      L. CHARITABLE CONTRIBUTIONS enlace enlace

                                      Netskope is committed to improving and promoting the interests of the communities where it conducts business. Charitable donations can violate Anti-Corruption Laws, particularly if donations are made at the request or suggestion of a Government Official. Consequently, the Compliance Officer must pre-approve, in writing, any charitable donations made on behalf of Netskope or using Netskope funds.

                                       

                                      M. BOOKS AND RECORDS enlace enlace

                                      This Policy requires Netskope to keep books and records reflecting transactions that are detailed, accurate, and truthful. Consequently, all Team Members (not just those working in finance) must ensure that Netskope’s books and records follow our accounting policies and are accurate, and must never enter false information in Netskope’s books and records. All Netskope funds must be properly accounted for, and Netskope cannot maintain off-the-books accounts or slush funds.

                                      Additionally, under certain circumstances, Netskope could be liable under the Anti Corruption Laws if Team Members know of misconduct by Third-Party Representatives without explicit proof of bribery. For example, if Team Members know that a Third-Party Representative, such as a distributor or reseller, has overbilled clients to create slush funds, Netskope could be liable. Team Members must notify the Head of Compliance if they become aware of any sort of slush funds or off-the-books accounts.

                                       

                                      N. PENALTIES enlace enlace

                                      Violations of the Anti-Corruption Laws can result in severe criminal and civil penalties for both Netskope and the individuals involved, including imprisonment and significant fines. In addition, bribery violates Netskope’s policies and may result in disciplinary action, including termination of employment or of a Third-Party Representative’s relationship with Netskope.

                                       

                                      O. REPORTING VIOLATIONS OR POTENTIAL VIOLATIONS OF THIS POLICY enlace enlace

                                      All Team Members are required to report any demands for bribes or offers of bribes, regardless of whether the demand or offer is made by or to a Team Member or a Third-Party Representative. You must promptly report all requests for bribes and offers of bribes to the Compliance Officer.

                                      Any Team Member or Third-Party Representative also may report their concerns anonymously using the Netskope Ethics Hotline by filing a report online at netskope.ethicspoint.com or calling the phone number listed on the website based on location. Such reports are treated as confidentially as possible, though it helps Netskope follow up and fix problems if you identify yourself. If you are uncomfortable discussing the matter with the Compliance Officer or via the hotline, you may raise the matter directly with the Board of Directors by sending notice to Attn: Audit Committee Chair, Netskope, Inc., 2445 Augustine Dr. Suite 301, Santa Clara, CA 95054.

                                      Netskope will not permit retaliation of any kind against anyone who makes a report or complaint in good faith. Netskope encourages and values good faith reporting of conduct that may violate Anti-Corruption Laws or this Policy. You will not face any adverse consequences if you refuse to pay a bribe, even if Netskope loses business because of it.

                                       

                                      P. PERIODIC REVIEWS enlace enlace

                                      The Compliance Officer will oversee periodic reviews to assess Netskope’s anti-corruption risk and the adequacy and effective implementation of this Policy. If any material irregularities are noted during these reviews, the Compliance Officer shall promptly take any necessary actions.

                                       

                                      Q. WHOM SHOULD I CONTACT IF I HAVE QUESTIONS? enlace enlace

                                      If you have any questions about this Policy, the Anti-Corruption Laws, or their applicability to Netskope’s business or to any particular conduct, please contact the Compliance Officer at [email protected], who will help answer your questions, obtain the approvals required by this Policy, and work with you to ensure that Netskope follows this Policy and the law without hindering our ability to do business.