CREATIVE COMMONS CORPORATIONBOARD OF DIRECTORSGOVERNANCE POLICIESConflict of Interest Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Whistleblower Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Document Retention and Destruction Policy . . . . . . . . . . . . . . .
Executive Compensation Policy. . . . . . . . .. . . . . . . . . . .
Joint Venture Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibit A Annual Disclosure of Conflict Form . . . . . . . . . . . . . . .

CREATIVE COMMONS CORPORATIONCONFLICT OF INTEREST POLICY
Definitions“Interest” means any financial connection or connection as a director, officer, member,stockholder, shareholder, partner, manager, trustee, beneficiary, employee, or consultant of any
concern on the part of a director, officer, or key employee of Creative Commons Corporation(the “Corporation”) or such person’s immediate family member.
“Concern” means any corporation, association, trust, partnership, limited liability group, firm,person, or entity other than the Corporation.
“Family Member” of a director, officer, or Key Employee of the Corporation means such person’s
spouse or domestic partner, ancestors, siblings (and the spouses of siblings), and linealdescendants (and the spouses of lineal descendants).
“Key Employee” means any person who is in a position to exercise substantial influence over
the affairs of the Corporation.
“Related Entity” means any entity in which a director, officer, or Key Employee of theCorporation, and/or such person’s Family Member, is a director, officer, trustee, or owner ofmore than a 5% interest.
PolicyWhenever a director, officer, or Key Employee of the Corporation becomes aware that they, or
their Family Member or Related Entity, has an Interest with respect to any matter coming before
the board of directors, such director, officer, or Key Employee shall fully disclose such interest to
the board as soon as possible and in any event before the Corporation moves forward with suchmatter, and the board of directors shall ensure that:
1. No interested officer, director, or Key Employee votes, participates in the discussion,or lobbies regarding such matter, or is counted in determining the existence of a quorum at themeeting of the board at which such matter is voted upon.
2. Any payment or other benefit provided to an interested officer, director, Key Employee,or his, her or their Family Member or Related Entity is reasonable and does not exceed fairmarket value.
3. The minutes of the meeting at which the disinterested directors vote on such matterreflect (a) that disclosure of the interest and of any potential or actual conflict of interest wasmade; (b) that the interested director(s) abstained from voting; (c) the rationale for approval; and(d) how each disinterested director voted. The minutes shall be prepared and finalized within 30
days of such meeting.
Provided that the conditions listed above are satisfied, a matter or transaction with respect towhich a director, officer, Key Employee, or his, her or their Family Member or Related Entity has

a potential or actual conflict of interest may be approved by the disinterested directors as being
in the best interests of the Corporation.
Directors, officers, and Key Employees are required to disclose interests that could give rise toconflicts at least annually. The “Annual Disclosure” form appended to the end of these
Governance Policies as Exhibit “A” shall be completed and submitted by each officer anddirector by the first meeting of the calendar year of the board of directors and maintained in thepermanent corporate records.

CREATIVE COMMONS CORPORATION
WHISTLEBLOWER POLICY
I. Expectation
Creative Commons Corporation (the “Corporation”) expects directors, officers, employees andvolunteers to observe high ethical standards in carrying out their responsibilities and to comply
with all applicable laws and regulations.
II. Open Door Policy
If any director, officer, employee, or volunteer has complaints, concerns, or questions as to theethics or legality of a particular action taken by a director, officer, employee, or volunteer, such
person is encouraged to raise such complaints, concerns or questions with their manager or any
director or officer, including the CEO, General Counsel, Secretary, Board Chair, Vice Chair, or
any other director on the Board of Directors. In the event a director, officer, employee, orvolunteer believes that there may have been a legal transgression and that it is not reasonable
to raise the issue with an officer, director, or employee, such person should contact an outside
attorney or authority. Anyone filing a complaint concerning a violation or suspected violation ofa law, regulation or ethical requirement must be acting in good faith and have reasonablegrounds for believing the information disclosed indicates a violation. Individuals making
baseless or malicious accusations will be disciplined up to and including removal or termination.
III. Requirement of Investigation
Within a reasonable time of receiving a complaint, concern or question regarding compliancewith a law, regulation or ethics requirement, the CEO, General Counsel, Secretary, and/or any
other director or officer must report the matter to the Governance & Nominations Committee ofthe Board of Directors, which will open an investigation into the matter and pursue it toresolution. Should the Governance & Nominations Committee find that a law, regulation or
ethics requirement has been violated, appropriate action should be taken.
IV. Confidentiality
To the degree possible, the names of the individuals reporting under this Whistleblower Policy
shall be kept confidential.
V. Protection from Retaliatory Action
Neither the Corporation nor its managers may take any negative employment or other retaliatory
action against any director, officer, employee, or volunteer who in good faith reports a violationof a law or regulatory requirement. An employee who retaliates against someone who hasreported a violation in good faith is subject to discipline including, but not limited to, terminationof employment.
VI. General Policy

This general policy is not a contract, and it may be rescinded or amended at any time by theCorporation. It is not intended to and does not create any legally enforceable rights whatsoever
for any employee.

CREATIVE COMMONS CORPORATIONDOCUMENT RETENTION AND DESTRUCTION POLICY
I. Retention Policy
Creative Commons Corporation (the “Corporation”) takes seriously its obligations to preserve
information relating to litigation, audits, and investigations. The information listed in theretention schedule below is intended as a guideline and may not contain all the records theCorporation may be required to keep in the future.
From time to time, the Corporation may suspend the destruction of records due to pending,threatened, or otherwise reasonably foreseeable litigation, audits, government investigations, orsimilar proceedings.
File Category

Item

Retention Period

CorporateRecords

Regulations and Articles ofCorporation

Permanent

Corporate resolutions

Permanent

Board and committee meeting
agendas and minutes

Permanent

Conflict-of-interest disclosures

4 years

Financial statements (audited)

Permanent

Auditor management letters

Permanent

Payroll records

7 years

Check register and checks

7 years

Bank deposits and statements

7 years

Chart of accounts

7 years

General ledgers and journals(includes bank reconciliations)

7 years

Investment performance reports

7 years

Finance andAdministration

Insurance
Records

Real Estate

Tax

Equipment files andmaintenance records

7 years after
disposition

Contracts and agreements

7 years after all
obligations end

Correspondence — general

3 years

Policies — occurrence type

Permanent

Policies — claims-made type

Permanent

Accident reports

7 years

Safety (OSHA) reports

7 years

Claims (after settlement)

7 years

Group disability records

7 years after endof benefits

Deeds

PermanentLeases (expired)

7 years after all
obligations end

Mortgages, securityagreements

7 years after all
obligations end

IRS exemption determination
and related correspondence

PermanentIRS Form 990s

7 years

Charitable Corporations
Registration Statements (filedwith State Attorney General)

7 years

Other fundraising related
documents

7 yearsHumanResources

Technology

Employee personnel files

7 years afteremployee departs

Retirement plan benefits (plandescriptions, plan documents)

Permanent

Employee handbooks

Permanent

Workers comp claims (aftersettlement)

7 years

Employee orientation andtraining materials

7 years after use
ends

Employment applications

3 years

IRS Form I-9 (store separate
from personnel file)

Greater of 1 year
after end ofservice, or threeyears

Withholding tax statements

7 years

Timecards

3 years

Software licenses and support
agreements

7 years after all
obligations end

II. Electronic Documents and Records
Electronic documents will be retained as if they were paper documents. Therefore, any
electronic files that fall into one of the document types on the above schedule will be maintained
for the appropriate amount of time. If a user has sufficient reason to keep an e-mail message,
the message should be printed in hard copy and kept in the appropriate file or moved to an“archive” computer file folder. Backup and recovery methods should be tested on a regularbasis.
III. Emergency Planning
The Corporation’s records should be stored in a safe, secure, and accessible manner.
Documents and financial files that are essential to keeping the Corporation operating in an
emergency should, if possible, be duplicated or backed up at least weekly and maintained
off-site.

IV. Document Destruction
Documents should be eliminated at the end of the relevant retention period. Destruction offinancial and personnel-related documents should be accomplished by shredding.
Document destruction with respect to relevant documents will be suspended immediately, upon
any indication of an official investigation or when a lawsuit is filed or appears imminent.
Destruction will be reinstated upon conclusion of the investigation or lawsuit.
V. Compliance
The Legal and Operations teams are responsible for ensuring this policy is implemented andmaintained. They will periodically review these procedures with legal counsel or theCorporation’s certified public accountant to ensure that they are in compliance with new orrevised regulations.

CREATIVE COMMONS CORPORATIONEXECUTIVE COMPENSATION POLICY
I. Introduction
This policy codifies the procedures by which the board of directors of the Creative Commons
Corporation (the “Corporation”) sets the compensation of directors, top management officials,
officers and key employees (“executive compensation”). These procedures are designed tocomply with the “safe harbor” requirements set forth in the tax regulations on intermediate
sanctions and to create a rebuttable presumption of reasonableness in compensation levels.
II. Policy
The Board of Directors shall oversee the setting of executive compensation and shall review,
assess and approve the reasonableness of such compensation on an annual basis.
In order to be approved as reasonable, compensation must be an amount that would ordinarily
be paid for comparable work by similarly situated organizations under like circumstances. Ingeneral, a similarly situated organization is one that has an annual budget of 25% more or lessthan the Corporation’s annual budget. The particular education, experience and skill of thecompensated individual may also be taken into account.
III. Guidelines
Compensation determinations made by the directors will be made in accordance with thefollowing guidelines:
In setting and determining the reasonableness of executive compensation, the board shallobtain and rely upon compensation information for comparable work by similarly situatedorganizations under like circumstances, as defined in Section II above.
Directors involved in setting and approving executive compensation, as well as any third parties
providing professional advice to the directors in connection with setting and approving executive
compensation shall have no conflicts of interest as to the executive whose compensation isbeing reviewed. Directors shall have no conflict of interest for these purposes if they (i) will not
economically benefit from the compensation arrangement, (ii) are not family members of aperson who will economically benefit, (iii) have no material financial interest affected by thecompensation arrangement, and (iv) are not family members of a person who has a material
financial interest affected by the compensation arrangement.
Timely and accurate minutes of all final actions by the board regarding the setting and approvalof executive compensation will be recorded and held with board records. Such minutes will
include (1) the terms of the approved compensation arrangement and the date approved, (2) alist of the directors present during discussion, showing those who approved the arrangement,those who rejected it and those who recused themselves due to conflicts of interest, (3) thecomparability data relied upon and how such data was obtained, and (4) the rationale fordetermining that the arrangement was reasonable if it exceeded the range of the comparability
data.

CREATIVE COMMONS CORPORATIONJOINT VENTURE POLICY
I. Introduction
Creative Commons Corporation (the “Corporation”) may, from time to time, wish to invest in,contribute assets to, or otherwise participate in a joint venture or similar arrangement with one
or more taxable entities. No such action shall be taken except in accordance with theprocedures in this Joint Venture Policy. The procedures in this Joint Venture Policy need not be
followed with respect to any venture entered into by the Corporation solely for the production ofincome or appreciation of property, and from which 95% or more of the income will be passive
income under Section 512(b)(1-5) of the Internal Revenue Code.
II. Procedures
Before entering into a joint venture or similar arrangement with one or more taxable entities, theboard of directors of the Corporation will take the following steps:
1. The board will empower a director, group of directors, or an outside professional tonegotiate on its behalf with other participants in the venture to ensure that all contracts
entered into are arm’s length or more favorable to the Corporation, and that theCorporation’s tax-exempt status is protected.
2. The Corporation will only enter joint ventures or similar arrangements with one ormore taxable entities that are designed to further the exempt purpose of the Corporation.
3. The Corporation will not enter any joint venture or similar arrangement with one ormore taxable entities unless it retains at least 51% of the voting power or control overdecisions regarding the direction and operation of the venture or arrangement.
4. The Corporation will not enter any joint venture or similar arrangement with one ormore taxable entities that would result in improper political intervention or a substantial
amount of lobbying by the Corporation.
5. The board will review any and all agreements or legal documents establishing andoutlining the terms of the venture or arrangement for compliance with the foregoing
requirements.

​EXHIBIT A
CREATIVE COMMONS CORPORATION
Director and Officer Annual Disclosure Statement ofConflict of Interest Form
BEFORE COMPLETING THIS FORM: This form should be completed only after a carefulreading of CC’s Conflict of Interest Policy (reproduced in full at the end of this Form).
1. Name: ________________________________________________
Home Address: _________________________________________
2. Position/Title (Officer/Director/Key Employee): ____________________________________
If you are an Officer, which position do you hold:___________________________________
3. Associations:
Business and professional activities in which you or a family member hold an owner, officer,director, partner, employee, or other beneficiary position (please attach additional pages ifneeded).
Name of Business/ProfessionalOrganization(s)With Which You Are AssociatedPosition Held/By Whom____________________________________________________________________________________________________________________________________________________________________________________________________________

4. Affirmations:I affirm the following:
I have received a copy of the Corporation's Conflict of Interest Policy (reproduced in full below).
_________ (initial)
I have read and understand the policy and agree to comply with its terms. _________ (initial)

I understand that the Corporation is a charitable organization and in order to maintain its federal
tax-exempt status it must engage primarily in activities which accomplish one or more of its
exempt purposes. _________ (initial)(Form Continued on Next Page)

I have not, to the best of my knowledge and belief, been in a position of possible conflict ofinterest, except as follows (please describe in detail and attach additional pages if needed):____________________________________________________________________________________________________________________________________________________________________________________________________________________________________IF NO EXCEPTIONS, PLEASE CHECK: No exceptions (___)
If at any time during the year, the information in this Annual Statement changes materially, I
understand that I must notify the Board of Directors of such change and revise my AnnualStatement. _______ (initial)______________________________________ Date: _________________
Signature of Director/Officer

FOR INTERNAL USE
Date of review by Board of Directors: ___________
Board of Directors actions, if any (attach additional sheets if necessary):