Supplier Code of Conduct
Introduction
MARI is reshaping the live events landscape — delivering experiences that move culture globally. Delivering these experiences depends on a broad and diverse network of venues, contractors, ride operators, hospitality providers, sponsors, agencies, licensors, technology providers, and other business partners.
This Supplier Code of Conduct (this "Code") reflects the standards MARI expects of every Supplier that does business with us or on our behalf. It is built on the same principles of integrity, respect, and accountability set out in the MARI Code of Conduct, and exists so that the trust our audiences, partners, and communities place in MARI is honored throughout our supply chain.
We ask every Supplier to read this Code carefully, apply it in daily operations, and raise questions or concerns promptly using the Reporting Channels described in Part VI.
This Code of Conduct supplements, and does not replace, the terms of any written Agreement between a Supplier and MARI. Where this Code and an Agreement conflict, the Agreement controls; where this Code and Applicable Law address the same subject, the stricter standard governs, except where doing so would itself violate Applicable Law.
Part I – Purpose, Applicability, and Implementation
1. Purpose
MARI is committed to conducting business with honesty, integrity, and in compliance with the law everywhere it operates. This commitment extends to every organization and individual that supplies goods or services to MARI. This Code sets out the minimum standards of ethical, legal, and operational conduct that MARI requires of its Suppliers across business integrity, labor and human rights, health and safety, data protection, environmental responsibility, and supply chain oversight.
This Code supplements, and does not replace, the specific terms of any master services agreement, purchase order, statement of work, or other written contract between a Supplier and MARI (each, an "Agreement").
2. Definitions
Capitalized terms used in this Code have the meanings given in Part VII (Glossary of Terms) or where first defined in the text.
3. Who This Code Applies To
This Code applies to every Supplier engaged by MARI or any of its subsidiaries or controlled affiliates worldwide, including:
- vendors, contractors, and independent service providers;
- ride operators, hospitality providers, art galleries, writers, video producers, sponsors, and event security partners;
- agents, consultants, brokers, and other Third-Party Intermediaries acting on MARI's behalf;
- venues, production companies, staffing agencies, security providers, and technology and software providers; and
- any Subcontractor engaged by a Supplier to perform work related to a MARI Agreement, to the extent set out in Part VI, Section 2.
For purposes of this Code, "MARI," "the Company," or "we" refers to AE EventsCo Holdings LLC and its subsidiaries and directly and indirectly controlled affiliates operating under any MARI or affiliate brand, and "Supplier" refers to any entity or individual described in this Section 3.
Delivering MARI’s events requires close coordination with venues, artists and talent representatives, sponsors, security and staffing providers, production and technical vendors, hospitality and travel providers, ticketing and technology platforms, and licensing and customs partners. Because MARI's reputation depends on the conduct of everyone associated with its events, this Code applies equally to Suppliers regardless of size, location, or the value of their engagement.
4. Compliance with Law
Suppliers must comply with all Applicable Law in every jurisdiction where they operate or perform work for MARI, and with this Code. Where this Code and Applicable Law address the same subject, the Supplier must follow whichever standard is stricter, except where doing so would itself violate Applicable Law.
5. Implementation of this Code
Commensurate with their size and the nature of their business operations, Suppliers must implement appropriate and reasonable processes, controls, and policies to implement and comply with this Code and all Applicable Law. Suppliers must provide their personnel, both employees and contractors, with a means to report violations of Applicable Law and of this Code. Suppliers must also ensure that any good faith report made is not subject to retaliation.
Part II – Business Integrity and Ethical Conduct
6. General Standard of Conduct
Suppliers must conduct business honestly, fairly, and in compliance with Applicable Law, and must not engage in any activity that could damage MARI's reputation or the trust of its guests, partners, artists, sponsors, or audiences.
7. Anti-Bribery and Anti-Corruption
Suppliers must not, directly or indirectly, offer, promise, give, request, or accept any Anything of Value to or from any person, including (but not limited to) a Government Official, in order to improperly influence a decision, obtain or retain business, or secure any improper advantage for MARI, the Supplier, or any other party.
This prohibition applies to dealings with Government Officials and private-sector counterparties alike and applies regardless of local custom or whether the payment or benefit is made directly or through a Third-Party Intermediary. Suppliers acting on MARI's behalf, or whose work involves interaction with Government Officials in connection with a MARI engagement, must comply with the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), the UK Bribery Act 2010, and other applicable anti-corruption laws.
8. Gifts and Business Hospitality
Gifts and Business Hospitality exchanged in connection with MARI business must have a legitimate business purpose, be reasonable in value and frequency, comply with Applicable Law, and never be offered, given, or accepted with the intent, or appearance, of improperly influencing a business decision. Suppliers must not provide any Gift or Business Hospitality to a Government Official in connection with MARI business without MARI's prior written approval.
9. Conflicts of Interest
Suppliers must disclose to their MARI contact any relationship, financial interest, or other circumstance that creates, or could reasonably appear to create, a conflict between the Supplier's interests and MARI's interests, including any Immediate Family Member relationship or Significant Financial Interest involving a MARI employee. Suppliers must also disclose any relationship or other circumstance that creates, or could reasonably appear to create, an unfair advantage with a government or government agency.
10. Fair Competition and Antitrust
Suppliers must compete on the merits of their products and services and comply with all applicable antitrust and competition laws. Suppliers must not enter into any agreement or understanding with a competitor of MARI, or of the Supplier, concerning pricing, market or customer allocation, bid-rigging, or other competitively sensitive terms in connection with MARI business.
11. Anti-Money Laundering, Sanctions, Export Controls, and Anti-Boycott Compliance
Suppliers must not engage, directly or indirectly, in money laundering or terrorist financing, and must comply with Applicable Law relating to anti-money laundering, economic sanctions, export controls, and import controls, including regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (31 C.F.R. Parts 500–599), the U.S. Department of Commerce's Export Administration Regulations (15 C.F.R. Parts 730–774), and equivalent regimes in the other jurisdictions in which the Supplier operates.
Suppliers must not be, and must not engage any Subcontractor, agent, or other party that is, a Sanctioned Party, and must promptly notify the MARI Legal Department if the Supplier becomes aware of any change in its ownership, control, or operations that could affect its sanctions status.
Suppliers must not participate in, and must promptly report to the MARI Legal Department, any request to support or comply with an unsanctioned foreign boycott, including requests implicating the U.S. anti-boycott regulations (15 C.F.R. Part 760) or Section 999 of the U.S. Internal Revenue Code (26 U.S.C. § 999).
12. Government Interactions and Political Activities
Suppliers interacting with Government Officials or Government Entities on MARI's behalf must comply with all Applicable Law governing such interactions, including procurement, licensing, permitting, and disclosure requirements relevant to live events. Suppliers must not use MARI's name, funds, or resources to make political contributions or engage in lobbying on MARI's behalf without MARI's prior written approval.
13. Accurate Books, Records, and Financial Integrity
Suppliers must maintain accurate and complete books, records, invoices, and supporting documentation for all transactions related to MARI business, and must not create false or misleading records, conceal information, or facilitate any inaccurate reporting by MARI, consistent with the recordkeeping expectations of the FCPA's books-and-records provisions, the UK Bribery Act 2010, and, where applicable, the U.S. Sarbanes-Oxley Act of 2002 and the UK Companies Act 2006.
14. Confidential and Non-Public Information
Suppliers must not use or disclose confidential or non-public information obtained through a MARI engagement, including material non-public information about MARI or its partners, for personal gain, securities trading, or any purpose outside the scope of the Supplier's engagement.
Part III – Human Rights and Workplace Standards
15. Fair Employment and Non-Discrimination
Suppliers must make employment decisions based on qualifications, skills, experience, and performance, and must not discriminate on the basis of race, color, religion, national origin, sex, gender identity or expression, sexual orientation, age, disability, veteran status, or any other characteristic protected by Applicable Law.
16. Freely Chosen Employment
Suppliers must not use forced, bonded, indentured, prison, or involuntary labor, or engage in human trafficking, in any part of their operations or supply chains. Workers must be free to leave employment upon reasonable notice, and Suppliers must not withhold identity or immigration documents or charge workers recruitment fees as a condition of employment. To the extent applicable, Suppliers must comply with laws addressing Modern Slavery. Where Suppliers may allow volunteers to work on an event, the Supplier must ensure that such volunteer work is consistent with Applicable Law and this Code.
17. Prohibition on Child Labor
Suppliers must not employ (whether for payment or as a volunteer), or use as a contractor, any person under the minimum legal working age in the jurisdiction of employment or under the age of 15, whichever is older (higher). Where local law permits legitimate youth apprenticeship or internship programs, Suppliers must ensure such programs protect the participant's health, safety, and education.
18. Wages, Benefits, and Working Hours
Suppliers must pay workers at least the minimum wage and provide the benefits required by Applicable Law, compensate overtime at the legally required rate, and ensure working hours comply with Applicable Law and any limits set out in the Supplier's Agreement with MARI. Suppliers must comply with all Applicable Law involving employment and labor relevant to the services that they are supplying to MARI.
19. Health, Safety, and Event Security
Given the nature of live events, Suppliers whose personnel work at MARI venues, productions, or events must maintain a safe working environment, comply with Applicable Law governing occupational health and safety, and follow the site-specific safety, security, and crowd-management protocols established by MARI or the venue for the relevant event. Suppliers must promptly report accidents, injuries, unsafe conditions, or security incidents to their MARI contact or through the Reporting Channels described in Part VI, Section 30.
20. Harassment-Free and Respectful Workplace
Suppliers must maintain a workplace free from harassment, bullying, corporal punishment, and physical, sexual, psychological, or verbal abuse, and must ensure that personnel working on MARI engagements treat MARI employees, artists, partners, and attendees with respect.
Part IV – Data Protection, Information Security, and Intellectual Property
21. Data Privacy and Protection of Personal Data
Suppliers that Process Personal Data in connection with MARI business must comply with Applicable Law governing data protection and privacy, including, where applicable, the EU/UK General Data Protection Regulation, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and any other law governing the handling of Personal Data (collectively, “Applicable Data Protection Law”).
Suppliers shall:
- only use Personal Data for the purpose for which it was collected or as may be required by Applicable Law;
- adhere to the applicable privacy notice that governs the Personal Data that Supplier is Processing;
- implement appropriate technical and organizational measures to protect Personal Data and adopt processes intended to ensure that such measures remain appropriate over time;
- respect the rights of Data Subjects under Applicable Data Protection Law to access, correct, update, delete, object to the processing of, and/or obtain a copy of their Personal Data, and provide assistance to MARI, where applicable, in MARI’s efforts to respect the rights of Data Subjects;
- ensure that any international transfer of Personal Data is consistent with Applicable Data Protection Law, including, where applicable, standard contractual clauses or another means of authorized transfer of Personal Data; and
- ensure that any direct marketing and/or targeted advertising is conducted in adherence with Applicable Law and provides for opt in consent (where applicable) and the ability to opt out or unsubscribe in all circumstances.
22. Information and Cyber Security
Suppliers with access to MARI's systems, networks, or Information Assets must maintain a risk-based information security program appropriate to the sensitivity of the data and systems involved, must comply with MARI's Third-Party Risk Management Policy and Information Security Policy where incorporated into the Supplier's Agreement, and must promptly notify MARI at helpdesk@marigrp.com of any actual or suspected data breach, cybersecurity incident, or unauthorized access to MARI systems or data.
23. Intellectual Property and Confidentiality
Suppliers must respect MARI's Intellectual Property and that of MARI's artists, sponsors, venues, and other partners, and must use Restricted Information disclosed by MARI only for the purpose of the Supplier's engagement and only with individuals who have a legitimate need to know. Suppliers must not disclose Restricted Information outside their organization without MARI's prior written authorization and, where applicable, an executed confidentiality agreement.
24. Protection of Company Assets
Suppliers granted access to MARI facilities, equipment, systems, or other assets must use those assets responsibly, only for purposes related to the Supplier's engagement, and must take reasonable steps to prevent their loss, theft, misuse, or unauthorized disclosure.
Part V – Environmental Responsibility and Sustainable Events
25. Environmental Compliance
Suppliers must comply with all Applicable Law governing environmental protection, including permitting, waste disposal, and emissions requirements applicable to their operations and to the venues and sites where they perform work for MARI.
26. Sustainable Event Practices
Where relevant to their engagement, Suppliers should support MARI's efforts to reduce the environmental impact of its events, including by minimizing waste and single-use materials, using energy-efficient equipment and practices where feasible, and cooperating with MARI's sustainability initiatives at event sites. MARI may request information from Suppliers regarding the environmental impact of goods or services provided in connection with a MARI event.
Part VI – Supply Chain Governance, Monitoring, and Enforcement
27. Onboarding and Risk-Based Due Diligence
MARI evaluates Suppliers for legal, financial, security, and reputational risk before onboarding and periodically throughout the relationship, consistent with MARI's Third-Party Risk Management Policy. Suppliers must provide accurate and complete information in response to MARI's due diligence requests, including screening related to sanctions, export controls, and anti-corruption risk, and must promptly notify MARI of any material change to that information.
28. Subcontractors and Flow-Down
Suppliers must ensure that any Subcontractor engaged to perform work directly related to a MARI Agreement is bound to standards materially consistent with this Code and remain responsible for that Subcontractor's compliance. Suppliers must obtain MARI's prior written approval before engaging a Subcontractor to perform work on a MARI engagement, where required by the Supplier's Agreement.
29. Monitoring and Audit Rights
MARI may request information from, and, where provided for in the applicable Agreement, audit or inspect, a Supplier's operations, records, and facilities to assess compliance with this Code. Suppliers must cooperate with such requests, reviews, and investigations, and must not falsify records or refuse to disclose information reasonably requested by MARI in connection with this Code.
30. Reporting Misconduct; Non-Retaliation
Suppliers, and their personnel, are encouraged to promptly report any suspected violation of this Code, Applicable Law, or a MARI policy (an "Ethical Concern") through any of the following channels (the "Reporting Channels"):
- the Supplier's primary MARI business contact;
- legalnotices@marigrp.com; or
- in writing to AE EventsCo Holdings LLC, 8383 Wilshire Blvd, Suite 400, Beverly Hills, CA 90211, Attention: General Counsel.
Part VII – Glossary of Terms
"Agreement" means any master services agreement, purchase order, statement of work, license, or other written contract between a Supplier and MARI.
"Anything of Value" includes cash, cash equivalents, gifts, meals, travel, entertainment, business opportunities, offers of employment, physical assets, discounts, charitable contributions, political donations, and other benefits, without regard to minimum or maximum amount.
"Applicable Law" means all laws, statutes, regulations, and binding governmental requirements applicable to a Supplier's operations or its engagement with MARI. Applicable Law includes those laws that may be applicable to an engagement with MARI by virtue of the fact that it or its parent company is located in the United States or United Kingdom, including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.
"Bribery" means offering, promising, giving, requesting, or accepting Anything of Value, or any other advantage, to obtain an improper business advantage, improperly influence a decision, or assist in improperly obtaining or retaining business.
"Business Hospitality" means participation in meals, events, recreational activities, or other entertainment with a business partner where both the host and the guest are present and business matters may be discussed. If the host is not present, the benefit will generally be considered a Gift. Business Hospitality does not include offering someone a glass of water, cup of coffee or other reasonable beverage during a meeting or visit.
"Code" means this MARI Supplier Code of Conduct, as amended from time to time.
“Data Subject” means the natural person about whom the Personal Data relates.
"Gift" means anything of tangible or intangible value provided without the expectation of the giver's direct participation, including cash, gift cards, transportation, lodging, discounts, promotional items, or event tickets where the giver is not present.
"Government Entity" means any national, provincial, state, or local government, including any department, agency, or instrumentality thereof; any state-owned or state-controlled company; any public international organization; or any entity that performs governmental functions.
"Government Official" means any officer, employee, or representative of a Government Entity, including elected officials, government employees, employees of state-owned enterprises, officials of public international organizations, political party officials, and candidates for political office.
"Immediate Family Member" includes a spouse or domestic partner, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, or anyone who shares the same household.
"Information Assets" means any information belonging to MARI, including intellectual property, confidential business information, and non-public data relating to employees, customers, Suppliers, or other business partners.
"Intellectual Property or IP" refers to creations of the mind that are protected by law, including patents, inventions, trade secrets, trademarks, copyrights, designs, business names, domain names, software, and other proprietary information.
“Modern Slavery” means human slavery, servitude, forced or compulsory labor, bonded or indentured labor, involuntary prison labor, debt bondage, forced marriage, child labor, and human trafficking. Modern slavery is the umbrella term that encompasses these various human rights issues.
"Personal Data" means any information relating to an identified or identifiable individual, such as name, contact information, identification numbers, location data, online identifiers, financial information, or other information protected by Applicable Data Protection Law.
“Process” (regardless of verb tense) means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
"Restricted Information" means information subject to additional protection under law, contract, or MARI policy. Examples may include Personal Data, trade secrets, confidential financial information, security credentials, or other sensitive Company information.
"Sanctioned Party" means any individual or entity that is the target of economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, the United Nations, the European Union, the United Kingdom, or another applicable sanctions authority, or that is owned or controlled by such a party.
"Significant Financial Interest" means any ownership or financial interest that could influence, or appear to influence, business judgment. This may include ownership of 5% or more of the shares of a publicly traded company or any financial interest that could reasonably create the perception of a conflict of interest.
"Subcontractor" means any third party to whom a Supplier delegates its obligations under an Agreement, or an affiliate of a Supplier that does not contract directly with MARI.