Zendesk Code Of Business Conduct And Ethics

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Zendesk Code of Business Conduct and EthicsZendesk Code ofBusiness Conductand EthicsZendesk Code of Business Conduct and Ethics1 of 19

Zendesk Code of Business Conduct and Ethics2 of 19Table of contents03 Ethical conduct13 Follow the lawA note regarding other obligationsCompetition lawsAnti-corruption laws04 You are a part of ZendeskImport-export regulationsPromote a positive work environmentSecurities trading 05 Keep things confidentialPolitical contributions and giftsPublic disclosures06 Love (and protect) our data15 Compliance proceduresCommunication of code07 Know your partnerMonitoring compliance anddisciplinary action08 Protect our stuffReporting concerns andreceiving advice09 Avoid conflicts of interest1710 Corporate opportunities18 Waivers and amendments11Put it in writing and know whatyou are signing (and what youshouldn’t sign)12 Deal fairly with othersLoans by ZendeskZendesk Code of Business Conduct and EthicsAnonymity19 H elp us be better. If something isnot right, let us know

Zendesk Code of Business Conduct and EthicsEthical ConductOur ethical standards are high at Zendesk and we expect our companyto be full of interesting, diverse and passionate people who do greatwork and know how to have fun. Sometimes situations get complexand that’s why we’ve adopted this Code of Business Conduct and Ethics(the “Code”) that you should consult any time you are in doubt abouthow to act.It’s impossible to predict and describe every situation, so make sure youadopt both the spirit and the letter of the Code. We also need your helpto make sure our Code is complied with. If you believe that any Companydirector, officer, employee, contingent worker or other individual hasviolated our Code, you should report this to your manager, the HumanResources Department, or the Legal Department, as applicable. Westrictly prohibit any retaliation against you for making any such report.Our Board of Directors (“Board”) and the Audit Committee areresponsible for administering the Code. The Board has delegatedday-to-day responsibility for administering and interpreting the Codeto the Legal Department. The Legal Department can be contacted atlegal@zendesk.com.A Note Regarding OtherObligationsThe Code should be viewed as the minimum standards that we expectfrom our directors, officers, employees and contingent workers in theconduct of our business. It is not intended to reduce, replace or limitany other legal or contractual obligations that you have to Zendesk.Zendesk Code of Business Conduct and Ethics3 of 19

Zendesk Code of Business Conduct and EthicsYou Are a Part Of ZendeskThe Code applies to all of our directors, officers, employees andcontingent workers, as well as all directors, officers, employees andcontingent workers of our subsidiaries. Following the Code entailsaccepting the Zendesk values. It is of such importance that a failureto do so can result in disciplinary action, including termination ofemployment. We are a global company and if there are any laws andregulations in your country of employment that are stricter than thosein the Code, you must follow such laws and regulations.Promote a Positive WorkEnvironmentWe are committed to creating a supportive work environment and eachemployee is expected to create a respectful workplace culture that is freeof harassment, intimidation, bias and unlawful discrimination. Zendeskis an equal opportunity employer and employment is based solely onindividual merit and qualifications directly related to professionalcompetence. Zendesk strictly prohibits discrimination or harassment ofany kind on the basis of race, color, religion, creed, sex/gender (includingpregnancy, childbirth, breastfeeding and/or related medical conditions),gender identity, gender expression, sexual orientation, marital status,medical condition, military and/or veteran status, national origin, ancestry,mental and/or physical disability, genetic information, request for leave,age or any other characteristics protected by law. Health, safety andenvironmental responsibilities are also fundamental to Zendesk’s values.You are responsible for ensuring that you are avoiding actions that wouldresult in an unsafe or unhealthy work environment.Zendesk Code of Business Conduct and Ethics4 of 19

Zendesk Code of Business Conduct and Ethics5 of 19Keep Things ConfidentialAs a Zendesk director, officer, employee or contingent worker, you mayhave access to Zendesk’s confidential or proprietary information or theconfidential or proprietary information of our customers, partners or otherthird parties, and it’s imperative that you always protect the confidentialityof such information, during and after your employment or engagement atZendesk. If you witness or suspect a particular situation that leads you tobelieve that confidential information or property of Zendesk, our partnersor customers has been compromised, immediately report this to yourmanager or the Legal Department.Confidential information includes proprietary information,data, trade secrets and know-how, such as software andproduct designs, sales figures, revenue data, developmentplans, customers’ information and data, personal data ofcustomers, candidates or employees, ticket contents,information marked as confidential and your user I.D.passwords and similar security tools that you use to accesscomputers, data processing resources and facilities. Thereare “gray areas” in which you will need to apply your bestjudgment in making sure you don’t disclose any confidentialinformation. Sometimes it may be difficult to determinewhat is confidential or proprietary information, so whenin doubt you should ask your manager or the LegalDepartment before sharing data with third parties. A goodrule of thumb is that all information related to our businessand customers should be considered proprietary andconfidential unless it has been publicly released.Your obligations to maintain the confidentiality ofinformation means that confidential information may notbe shared outside of Zendesk unless we have appropriatenon-disclosure agreements in place. For help inestablishing such an agreement, or if you have questionsabout provisions of a non-disclosure agreement alreadyin place, please contact your manager or the LegalDepartment. Zendesk personnel should also be mindfulnot to share confidential information internally beyondpeople who legitimately need to know such confidentialinformation for purposes of their job. We have an openand transparent culture, and this is not intended to stifleZendesk Code of Business Conduct and Ethicsongoing conversation and collaboration. Rather, you shoulduse your judgment to share what is appropriate withinZendesk. Please always keep in mind that improper use ordisclosure of confidential information can seriously damageour reputation with customers, business partners and thecommunity, as well as expose us to liability and cause otherharms to our business.You may recall that as a condition to your employment orengagement, you signed a commitment to maintain theconfidentiality of all of our proprietary information andto use such information only in the course of youremployment. These obligations will continue even afteryou leave Zendesk. Your commitment also requires youto abide by the requirements of confidentiality agreementsbetween Zendesk and third parties, and to safeguard theconfidential information received by Zendesk from suchthird parties.We only want access to confidential information that we arerightfully entitled to have. If you find yourself in a situationthat exposes you to any unlawfully or improperly obtainedconfidential information of third parties, including ourcompetitors, walk away and notify your manager or theLegal Department.

Zendesk Code of Business Conduct and Ethics6 of 19Love (and Protect) Our DataData protection is an essential element in maintaining the trust that ourcustomers, candidates, and employees have in Zendesk. Additionally, avariety of increasingly stringent privacy laws, regulations and numerouscontracts with customers and other third parties require Zendesk to protectthe security of certain kinds of information. As a Zendesk employee, youare expected to do your best to protect the privacy and security of all theconfidential information you obtain while working at Zendesk, includingour customers’ business information and personal data.While Zendesk has implemented a variety of securitymeasures to protect and secure customer data and otherconfidential information (including firewalls, passwordcontrols, encryption, penetration testing, physical securitycontrols, etc.), the success of our data protection effortsincludes a crucial human component. We require all ouremployees to participate in data security training andexpect them to be familiar and comply with ourinformation security policies, privacy policies andprivacy notices. For example, only authorized employeesand contingent workers with a business need-to-knowor need-to-access may access confidential information,particularly customer data, or process personalinformation relating to Zendesk candidates or employees,customers, and other third parties. In addition, you mustnot leave confidential information unsecured in aworkspace or while working remotely, you may not printconfidential information, unless absolutely necessary,and such printed copies must be destroyed (e.g., byshredding) when no longer needed. You must alwaysZendesk Code of Business Conduct and Ethicsmaintain secrecy of passwords and lock file cabinets androoms where confidential or personal information is kept.You should immediately report any actual or suspectedunauthorized use of Zendesk systems, compromise ofpasswords or other system access control mechanisms, orunusual system behavior (such as missing files, misroutedmessages or frequent system crashes).We maintain detailed information security policies toprovide for the protection of customer data. Familiarizeyourself with your responsibilities as provided for in oursecurity policies, privacy policies and privacy notices toensure that you comply with them and all applicabledata protection laws and only collect, use and accessconfidential information and personal data as strictlynecessary and authorized.

Zendesk Code of Business Conduct and EthicsKnow your PartnerChoosing partners and vendors is an important part of building a successfulbusiness. When choosing or recommending a partner or a vendor, otherthan just financial considerations, take into account a variety of factors thatcan affect Zendesk, such as product quality, reputation, practices, pastbehavior and values. In particular, make sure our partners are aware of andsubject to compliance with our Global Anti-Corruption Policy or similarrequirements. Work with the Legal Department to conduct proper diligenceon partners and vendors prior to engaging them.Zendesk Code of Business Conduct and Ethics7 of 19

Zendesk Code of Business Conduct and Ethics8 of 19Protect our StuffAt Zendesk we’re inventing new and interesting things every day and it’sin all of our interests to protect those assets. Intellectual property lawsgrant important legal rights to inventive (patents), creative (copyrights)commercially recognized (trademarks) or confidential/proprietary (tradesecrets) aspects of our work. We encourage a creative and innovativeprocess that leads to the creation of amazing products and to that end,we’ve created a bonus program that rewards creativity leading to Zendeskgaining valuable intellectual property rights, such as issued patents. We askthat you think proactively and assess your work product so as to identifyaspects of your product that may merit intellectual property registration.Improper use of Zendesk property can result in seriousconsequences, such as loss of value, damage to ourreputation, loss of competitive advantage, decrease inemployee and customer satisfaction and other unpleasantness. In addition, theft, waste of, or carelessness in usingany Zendesk assets or funds have an adverse impact onour business operations. As much as each of us contributesto Zendesk’s success, each of us is responsible forprotecting Zendesk’s interests by preserving its property.Additionally, each of us is responsible for ensuring thatZendesk assets are used for business purposes and in anefficient manner.Similarly, we need to be very aware of our brand and themanner in which we present ourselves. Please be sure thatwhenever utilizing any of Zendesk’s trademarks you are incompliance with our trademark usage guidelines and brandasset guidelines (available at: /trademarks/ for trademarkusage and https://brandland.zendesk.com/ for brandassets) and any other marketing guidelines that we mayprovide you from time to time.We like open source software and respect the ideals ofits developers. With that said, it is important that we knowwhen we incorporate open source software into ourtechnology and use it otherwise in order to make sure wecomply with its terms of use, protect our interests andensure our good standing in the open source community.Zendesk Code of Business Conduct and EthicsFor this reason, there are important limitations on the typeof open source software that you can incorporate into ourproducts and technology, as well as necessary processesthat must be followed before we share our technology withothers, including through any open source license. Theselimitations and processes are detailed in our Open SourceSoftware Policy.We also respect the hard work of others and the ownershiprights they have in their intellectual property. Patents,copyrights, trademarks, trade secrets and other intellectualproperty rights of others must be respected and you arenot permitted to use or incorporate the intellectual propertyof others on behalf of Zendesk without an appropriatelicense. Consult the Legal Department if you intend to useproprietary information, logos, trademarks, patented andcopyrighted materials, such as software code and images.Improper use of such resources may result in criminal,administrative and civil liability for Zendesk, as well as foryou personally.If you become aware of any circumstances that pose orhave the potential to become a threat to Zendesk’sproperty, immediately notify your manager or the LegalDepartment. The sooner we can react, the more likely wecan avoid or minimize the harm.

Zendesk Code of Business Conduct and Ethics9 of 19Avoid Conflicts of InterestWe understand that you may be passionate and involved in outsidepersonal, professional and community activities. We expect you to ensurethat these outside activities don’t impair or interfere with the performanceof your duties or your ability to act in Zendesk’s best interests. You areexpected to use your judgment to act, at all times and in all ways, in thebest interests of Zendesk and our customers.A “conflict of interest” exists when the personal interests ofa director, officer, employee or contingent worker interfere,or appear to interfere, with the interests of Zendesk. Forexample, a conflict of interest may occur when anemployee, contingent worker or his or her family memberreceives a personal benefit in connection with his or herposition at Zendesk, or may arise from his or her personalrelationship with a customer, vendor, competitor, partner,public servant or another employee or contingent worker.A conflict of interest may also arise in the case of externalbusiness relationships or opportunities, serving on a boardof another company, personal investments, or receiving andpresenting gifts or entertainment. Each individual’s situationis different and in evaluating his or her own situation, adirector, officer, employee or contingent worker will have toconsider many factors.When faced with a potential conflict of interest,ask yourself: W ould this activity create an incentive for me or beperceived by others to create an incentive for me,to benefit myself, my friends or my family or anassociated business at the expense of Zendesk? W ould this activity harm my reputation, negativelyimpact my ability to do my job or potentially harmZendesk? W ould this activity embarrass Zendesk or me if itshowed up on the front page of a newspaperor a blog?Zendesk Code of Business Conduct and EthicsIf the answer to any of these questions is “yes,” therelationship or situation could reasonably be expected tocreate a conflict of interest and you should follow the ruleof “abstain or disclose,” the latter meaning notifying yourmanager or the Legal Department, which will consider thefacts and circumstances of the situation and decidewhether corrective or mitigating action is appropriate. Ifunsure, do still disclose to your manager or the LegalDepartment for further consideration.If it is not possible to avoid the conflict of interest, be openand honest about it, approach your manager or the LegalDepartment and we will do our best to mitigate thesituation. Actual or potential conflicts of interest involvinga director or executive officer other than a member of theLegal Department should be disclosed directly to the LegalDepartment. Actual or potential conflicts of interestinvolving any member of the Legal Department should bedisclosed directly to the Chief Executive Officer. Please alsounderstand that as circumstances change, a situation thatpreviously didn’t present a conflict of interest maypresent one.

Zendesk Code of Business Conduct and EthicsCorporate OpportunitiesWe all owe a duty to Zendesk to advance its legitimate interests whenthe opportunity to do so in a legal and ethical manner arises. We areall prohibited from taking, for ourselves, or our family members, anyopportunities that we learn about through our work here at Zendesk. Thismeans we cannot use Zendesk’s property, information or our positions herefor personal gain or for the gain of our family members. It also means wecannot compete with Zendesk.We do not consider it to be competing with Zendesk if you are a memberof our Board and also a partner, manager, or employee of an entity thatpursues a transaction or opportunity, provided that such transaction oropportunity was not presented to, or acquired, created or developed by, orotherwise came into your possession expressly and solely in your capacityas a member of our Board.Zendesk Code of Business Conduct and Ethics10 of 19

Zendesk Code of Business Conduct and Ethics11 of 19Put It In Writing and Know WhatYou Are Signing (and What YouShouldn’t Sign)Keeping records might take up a bit of your time, but is necessary tobuild a strong company with financial statements and operations that ourcustomers, investors and others can trust are accurate and transparent.This means that we need to keep accurate and complete documentationof our activities.The general rules for record keeping are simple: e very business transaction needs to bedocumented; w hen deciding to enter into a contract or signany other document on behalf of Zendesk, youshould have read it, understood the terms andbelieve that signing it is in our best interests; e very contract that we execute needs to beapproved by the Legal Department; d ocuments may only be signed by an authorizedperson as provided in our Zendesk Spend andSignature Approval Policy maintained by ourFinance Department and Legal Department; t o the extent that you are responsible for thenegotiation of any contract with a vendor or thirdparty, make sure you are aware of the approvalsrequired to make payments (including invoicesunder executed contracts) as set forth in ourZendesk Spend and Signature Approval Policyand have arranged for the appropriate approvalprocess for those payments; and t o the extent that you receive an invoice or otherrequest for payment by Zendesk to a vendor orother third party, immediately provide the same toour Accounts Payable Manager so we can processpayments timely. Depending on the nature of thepayment, we may need you to provide theappropriate approvals under our Zendesk Spendand Signature Approval Policy.Zendesk Code of Business Conduct and EthicsAll Company books, records and accounts shall bemaintained in accordance with all applicable regulationsand standards and accurately reflect the true nature of thetransactions they record. The financial statements of theCompany shall conform to generally accepted accountingrules and the Company’s accounting policies. Noundisclosed or unrecorded account or fund shall beestablished for any purpose. No false or misleading entriesshall be made in the Company’s books or records for anyreason, and no disbursement of corporate funds or othercorporate property shall be made without adequatesupporting documentation.

Zendesk Code of Business Conduct and EthicsDeal Fairly with OthersOperating in an honest, fair and ethical manner with others is importantto us. Each director, employee, officer and contingent worker shouldendeavor to deal honestly, fairly and ethically with Zendesk’s customers,suppliers, competitors and employees. Statements regarding theCompany’s products and services must not be untrue, misleading,deceptive or fraudulent. No employee, officer or director should takeunfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts, or anyother unfair dealing practices.Loans by ZendeskLoans from Zendesk to directors and executive officers are prohibited.Zendesk Code of Business Conduct and Ethics12 of 19

Zendesk Code of Business Conduct and Ethics13 of 19Follow the LawWe take legal compliance seriously. Each director, officer, employee andcontingent worker is required to comply with all applicable laws andconsult with the Legal Department in case he or she is unsure about howto act. Being an international company, we have to comply with the lawsof every country in which we operate. Below are some major areas thatmight apply to you in connection with your work at Zendesk. You areexpected to use good judgment and common sense in seeking to complywith all applicable laws, rules and regulations and to ask for advice whenyou are uncertain about them. While it is impossible to know all laws, youshould be aware and understand the following specific legal rules:Anti-Corruption LawsDon’t bribe anybody, anytime, for any reason. Rememberthat giving or accepting anything of value that canimproperly affect business decisions qualifies as a bribe.Zendesk does not permit or condone bribes, kickbacks orother improper payments, transfers or receipts. No director,officer or employee should offer, give, solicit or receive anymoney or other item of value for the purpose of obtaining,retaining or directing business or bestowing or receivingany kind of favored treatment. Make sure you have read,understand and apply our Global Anti-Corruption Policy,which among other things, provides your obligations underthe U.S. Foreign Corrupt Practices Act and the UK BriberyAct.Competition LawsMost countries have laws—known as “antitrust,”“competition,” or “unfair competition” laws— designed topromote free and fair competition. Generally speaking,these laws prohibit arrangements with competitors thatrestrain trade in some way, abuse intellectual propertyrights, and use market power to unfairly disadvantagecompetitors.Zendesk Code of Business Conduct and EthicsCertain conduct is absolutely prohibited under these lawsand could result in your imprisonment, not to mentionsevere penalties for Zendesk. Examples of prohibitedconduct include: agreeing with competitors about prices (price-fixing); a greeing with competitors to rig bids or to allocatecustomers or markets; and a greeing with competitors to boycott a supplieror customer.Other activities can also be illegal or unfair or create theappearance of impropriety. Such activities include: s haring competitively sensitive information (e.g.,prices, costs, market distribution, etc.) withcompetitors; and e ntering into a business arrangement or pursuinga strategy with the sole purpose of harming acompetitor.We want to compete fairly. If you feel that any of our actionsmight violate the above or things just don’t seem right,immediately inform the Legal Department.

Zendesk Code of Business Conduct and EthicsImport-Export RegulationsTrading with different countries can get complicated.There are numerous and complex regulations that apply toproviding our services around the world, including exportand import restrictions to/from certain jurisdictions orinvolving certain people or organizations. In addition, theUnited States prohibits any cooperation with countriesunder embargo or against firms that may be “blacklisted”by certain groups or countries. You should review theCompany’s Global Anti-Corruption Policy and theCompany’s Export and Sanctions Compliance Guidelines,which provides an overview of the trade restrictions thatare applicable to the Company. You should ensure that thetransfer or availability of our service or the transfer of databetween countries complies with our Export and SanctionsCompliance Guidelines and stays within the confines ofapplicable laws. If you or your manager have questionsregarding export-import matters please contact theLegal Department.Securities TradingInsider trading can result in significant civil and penalties,including potential imprisonment. To reduce the risk ofinsider trading and the appearance of impropriety, theCompany maintains a Policy on Insider Trading andDisclosure (“Insider Trading Policy”) applicable to allofficers, directors, employees and certain designatedcontingent workers and consultants. Compliance with theCode requires compliance with the Insider Trading Policy,so be sure to familiarize yourself with the restrictions underthe Insider Trading Policy and abide by its provisions.Political Contributions and GiftsBusiness contributions to political campaigns are strictlyregulated by federal, state, provincial and local law in theUnited States, Canada and other jurisdictions. Accordingly,all political contributions proposed to be made withZendesk’s funds must be coordinated through and approvedby the Legal Department. Directors, officers, employeesZendesk Code of Business Conduct and Ethics14 of 19and contingent workers may not, without the approval of theLegal Department, use any of Zendesk’s funds for politicalcontributions of any kind to any political candidate or holderof any national, state, provincial or local government office.An individual may make personal contributions, but should notrepresent that he or she is making any such contribution onZendesk’s behalf. Similar restrictions on political contributionsmay apply in other countries.Public DisclosuresWe are committed to providing our stockholders withinformation about our financial condition and results ofoperations as required by the securities laws of the UnitedStates. It is our policy that the reports and documents we filewith or submit to the Securities and Exchange Commissioninclude full, fair, accurate, timely and understandabledisclosures. Zendesk has developed and maintains a set ofdisclosure controls and procedures to ensure that all of theinformation that Zendesk is required to disclose in thereports that it files or submits under the Securities ExchangeAct of 1934 is recorded, processed, summarized andreported within the time periods specified by the Securitiesand Exchange Commission’s rules and forms. Officers andemployees who are responsible for these filings anddisclosures, including Zendesk’s principal executive, financialand accounting officers, must use reasonable judgment andperform their responsibilities honestly, ethically andobjectively in order to ensure that this disclosure policy isfulfilled. Members of Zendesk’s Disclosure Committee areprimarily responsible for monitoring Zendesk’s publicdisclosures.

Zendesk Code of Business Conduct and EthicsCompliance ProceduresCommunication of CodeAll directors, officers, employees and contingent workerswill be supplied with a copy of the Code. Future directors,officers, employees and contingent workers will be supplieda copy of the Code when beginning service at Zendesk.Updates of the Code will be provided from time to time. Acopy of the Code is also available to all directors, officers,employees and contingent workers by requesting one fromthe Legal Department.Monitoring Compliance andDisciplinary ActionOur management, with the oversight of its Board or its AuditCommittee, will take reasonable steps from time to time tomonitor compliance with the Code and impose and enforceappropriate disciplinary measures for violations of the Code.Disciplinary measures for violations of the Code may include,but are not limited to, counseling, oral or written reprimands,warnings, probation or suspension with or without pay,demotions, reductions in salary, re-assignment, terminationof employment or service and restitution.Our management will periodically report to the Board or theAudit Committee, as applicable, on these compliance effortsincluding, without limitation, periodic reporting of allegedviolations of the Code and the actions taken with respect toany such violation.Zendesk Code of Business Conduct and Ethics15 of 19

Zendesk Code of Business Conduct and Ethics16 of 19Reporting Concerns andReceiving AdviceBe ProactiveCommunication AlternativesYou are encouraged to act proactively by asking questions,seeking guidance and reporting suspected violations of theCode and other policies and procedures of Zendesk, aswell as any violation or suspected violation of applicablelaw, rule or regulation arising in the conduct of Zendesk’sbusiness or occurring on our property. If you believe thatactions have taken place, may be taking place, or may beabout to take place that violate or would violate the Codeor any law, rule or regulation applicable to Zendesk, youare obligated

Zendesk Code of Business Conduct and Ethics Zendesk Code of Business Conduct and Ethics of Love (and Protect) Our Data Data protection is an essential element in maintaining the trust that our customers, candidates, and employees have in Zendesk. Additionally, a variety of increasingly stringent privacy laws, regulations and numerous