ZOOM VIDEO COMMUNICATIONS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS(Adopted as of February 28, 2019; Effective as of July 20, 2020)
1.

Policy Overview

This Code of Business Conduct and Ethics (this “​Code​”) flows directly from our commitment toour mission and core values. We consistently aim for excellence and to provide value for both ourcustomers and stockholders, and it is critical that we do so with integrity and high ethical standards. It is
unacceptable to cut legal or ethical corners for the benefit of Zoom Video Communications, Inc.
(“​Zoom​”) or for personal benefit.
The purpose of this Code is to promote ethical conduct and to deter wrongdoing as well as theappearance of wrongdoing. Doing the right thing is more important than winning while risking our
reputation or the trust of our customers, partners and stockholders.
This Code is designed to ensure:2.

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operating our business ethically and with integrity;●

avoiding actual or apparent conflicts of interest;●

compliance with the letter and spirit of all laws and Zoom policies, including full, fair,accurate, timely and understandable disclosure in reports and documents we file with the
U.S. Securities and Exchange Commission (the “​SEC​”) and in our other public
communications; and●the prompt internal reporting of suspected violations of this Code.
To whom does the Code apply?

The Code applies to all of us: the directors, executives, employees and independent contractorsof Zoom and its subsidiaries. In addition to our own compliance, all of us must ensure that those wemanage, and those that we hire to work on our behalf, comply with this Code.
3.

Promoting Diversity and Respect

At Zoom, we believe everyone can do their best work when they can be their authentic selves inan environment that fosters diversity, inclusion and belonging. This commitment to diversity, inclusion
and belonging has been a keystone of our cultural values since our founding. Every person plays a rolein creating and maintaining a welcoming and respectful working environment where everyone, no matter
their background or individual characteristics, can truly thrive. We do not tolerate discrimination against
any individual on the basis of any non-performance-related characteristics, including race, religion,
gender, age, marital status, national origin, sexual orientation, citizenship status, disability, and otherprotected characteristics. We do not consider these factors when making decisions regarding recruiting,hiring, compensation, benefits, training, termination, promotions, or any other condition of employment
or career development. This policy of non-discrimination is not limited to employees and potential
employees, but extends to how we treat our partners, investors, customers, and other constituencies.
We treat each individual with respect and strive to create a work environment where all feel
welcome to contribute. Together, as one diverse team, we solve real customer issues and fulfill our1mission of connecting teams to real-time opportunities and elevate diversity, inclusion and belonging theirwork to the outcomes that matter.
4.

Conflicts of Interest

We have a duty to act in the best interests of Zoom and its stockholders, employees and otherconstituencies and not in our individual self-interest. A conflict of interest may exist where the interests or
benefits of one person or entity conflict or appear to conflict with the interests or benefits of Zoom. Yourdecisions and actions related to Zoom should be based on the best interests of Zoom and not based on
personal relationships or benefits, either for yourself or for others. Zoom personnel must never use or
attempt to use their position with Zoom to obtain improper personal benefits.
A conflict of interest may arise in many situations. While we cannot list them all in this Code,some examples include:●

serving as a director, employee or contractor for a company that has a business
relationship with Zoom or is a competitor of Zoom;●

having a financial interest in a competitor, supplier or customer of Zoom, other thanholding direct interest of less than a 1% in the stock of a publicly traded company;●

receiving something of material value from a competitor, supplier or customer of Zoom
beyond entertainment or nominal gifts in the ordinary course of business, such as a mealor logo wear;●

being asked to present at a conference where the conference sponsor has a real or
potential business relationship with Zoom (as a vendor, customer or investor, forexample), and the sponsor offers travel or accommodation arrangements or otherbenefits materially in excess of our standard benefits;●developing a personal relationship with a subordinate employee of Zoom, or with an
employee of a competitor or customer that might interfere with the exercise of impartial
judgment and decisions affecting Zoom or any of its employees;●

directly or indirectly using for personal gain, rather than for the benefit of Zoom, an
opportunity that you discovered through your role with Zoom.

Additional examples of conflicts of interest can be found in our employee handbook. Evaluating
whether a conflict of interest exists can be difficult and may involve a number of considerations. We
encourage you to seek guidance from your manager, our Human Resources Department or Legal teamwhen you have any questions in this regard.
If you are aware of an actual or potential conflict of interest, or are concerned that a conflictmight develop, please discuss with your manager and then obtain approval from our General Counsel,
Aparna Bawa (the “​Compliance Officer​”), before engaging in that activity or accepting something ofvalue. For potential conflicts of interest created by personal relationships with subordinate employees, or
employees of customer or competitors described above, employees are required to disclose these
relationships in writing to the Human Resources department. Failure to adhere to this requirement may
result in discipline up to and including termination.
We will abide by the securities laws that govern conflicts of interest by our executive officers anddirectors. As a result, the actions or relationships that will be considered conflicts with respect to our
executive officers and directors are only those that meet the requirement for disclosure in our periodic

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filings with the SEC pursuant to Item 404 of Regulation S-K, referred to as related party transactions.
Such related party transactions must be approved by Zoom’s Board of Directors (the “​Board​”) or the
Audit Committee of the Board (the “​Audit Committee​”) as required by applicable laws and regulations,and provided such approval is obtained in advance and such transactions are publicly disclosed, suchapproval shall not be deemed a waiver of this Code.
5.

Compliance

Zoom strives to comply with all applicable laws and regulations. It is your personal responsibility
to adhere to the standards and restrictions imposed by those laws and regulations, including thoserelating to financial and accounting matters. The same applies to policies we adopt, such as this one.
Even if conduct complies with the letter of the law or our policies, we must avoid conduct that will havean adverse effect on the trust and confidence of our customers, partners or investors.
Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules andregulations may subject an individual, as well as Zoom, to civil and/or criminal penalties.
Anti-Corruption Laws​. Regardless of local practices or actions by competitors,
you must never directly or indirectly make a payment (cash or any other items of value)
to a foreign official or government employee to obtain or retain business for Zoom, or toacquire any improper advantage. You must fully comply with all anti-corruption laws of
the countries in which we do business, including the U.S. Foreign Corrupt Practices Act,
which applies globally. For more information about the rules governing gifts to foreign
officials, please refer to our Anti-Corruption Policy.
Insider Trading​. Employees who have access to confidential (or “inside”)
information are not permitted to use or share that information for stock trading purposesor for any other purpose except to conduct our business. All nonpublic information about
Zoom or about companies with which we do business is considered confidential
information. To use material nonpublic information in connection with buying or sellingsecurities, including “tipping” others who might make an investment decision on the basisof this information, is not only unethical, it is illegal. Employees must exercise the utmost
care when handling material inside information. Please refer to our Insider Trading Policy
for more detailed information.
Antitrust​. Antitrust laws are designed to protect the competitive process. Theselaws are based on the premise that the public interest is best served by vigorouscompetition and will suffer from illegal agreements or collusion among competitors.
Antitrust laws generally prohibit:●

agreements, formal or informal, with competitors that harm competition or customers,
including price fixing and allocations of customers, territories or contracts;●

agreements, formal or informal, that establish or fix the price at which a customer may
resell a product; and●the acquisition or maintenance of a monopoly or attempted monopoly throughanti-competitive conduct.

Certain kinds of information, such as pricing, production and inventory, should not be exchanged
with competitors, regardless of how innocent or casual the exchange may be and regardless of thesetting, whether business or social.

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Antitrust laws impose severe penalties for certain types of violations, including criminal penalties
and potential fines and damages of millions of dollars, which may be tripled under certain circumstances.
Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions
where we do business can be difficult, and you are urged to seek assistance from your supervisor or ourCompliance Officer whenever you have a question relating to these laws.
6.

Fair Dealing

We strive to outperform our competition fairly and honestly. Advantages over our competitors areto be obtained through superior performance of our products and services, not through unethical or
illegal business practices. Acquiring proprietary information from others through improper means,possessing trade secret information that was improperly obtained, or inducing improper disclosure ofconfidential information from past or present employees of other companies is prohibited, even if
motivated by an intention to advance our interests. If information is obtained by mistake that may
constitute a trade secret or other confidential information of another business, or if you have any
questions about the legality of proposed information gathering, you must consult your supervisor or theCompliance Officer.
You are expected to deal fairly with our customers, employees and anyone else with whom you
have contact in the course of performing your job. Employees involved in procurement have a special
responsibility to adhere to principles of fair competition in the purchase of products and services byselecting suppliers based exclusively on normal commercial considerations, such as quality, cost,
availability, service and reputation, and not on the receipt of special favors.
7.

Gifts and Entertainment

Business gifts and entertainment are meant to create goodwill and sound working relationships
and not to gain improper advantage with customers or facilitate approvals from government officials. The
exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or thetheatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. Unlessexpress permission is received from a supervisor, the Compliance Officer or the Audit Committee, gifts
and entertainment cannot be offered, provided or accepted by any employee unless consistent withcustomary business practices and not (a) of more than token or nominal monetary value, (b) in cash, (c)susceptible of being construed as a bribe or kickback, (d) made or received on a regular or frequent basisor (e) in violation of any laws. This principle applies to our transactions everywhere in the world, even
where the practice is widely considered “a way of doing business.” Employees should not accept gifts orentertainment that may reasonably be deemed to affect their judgment or actions in the performance of
their duties. Our customers, suppliers and the public at large should know that our employees’ judgment
is not for sale.
Under some statutes, such as the Foreign Corrupt Practices Act, giving anything of value to agovernment official to obtain or retain business or favorable treatment is a criminal act subject toprosecution and conviction. The Foreign Corrupt Practices Act specifically prohibits directly or indirectly
giving anything of value to a government official to obtain or retain business or favorable treatment andrequires the maintenance of accurate books of account, with all company transactions being properly
recorded.
Discuss with your manager or the Compliance Officer any proposed entertainment or gifts if you
are uncertain about their appropriateness.

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8.

Protection and Proper Use of Company Assets

All employees are expected to protect Zoom’s assets and ensure their efficient use. Theft,carelessness and waste have a direct impact on our profitability. Our property, such as office supplies,
computer equipment, products and buildings, are expected to be used only for legitimate businesspurposes, although incidental personal use may be permitted. You may not, however, use our corporate
name, any brand name or trademark owned or associated with Zoom or any letterhead stationery for any
personal purpose.
You may not, while acting on behalf of Zoom or while using our computing or communications
equipment or facilities, either:●access the internal computer system (also known as “hacking”) or other resource ofanother entity without express written authorization from the entity responsible for
operating that resource; or●commit any unlawful or illegal act, including harassment, libel, fraud, sending of
unsolicited bulk email (also known as “spam”) or material of objectionable content inviolation of applicable law, trafficking in contraband of any kind or espionage of any kind.

If you receive authorization to access another entity’s internal computer system or otherresource, you must make a permanent record of that authorization so that it may be retrieved for futurereference, and you may not exceed the scope of that authorization.
Any misuse or suspected misuse of our assets must be immediately reported to your supervisor
or our Compliance Officer.
9.

Confidentiality

One of our most important assets is our confidential information. As an employee of Zoom, you
may learn of information about Zoom that is confidential and proprietary. You also may learn of
information before that information is released to the general public. Employees who have received orhave access to confidential information should take care to keep this information confidential. Confidential
information includes non-public information that might be of use to competitors or harmful to us or ourcustomers if disclosed, such as business, marketing and service plans, financial information, productideas, source and object Codes, engineering ideas, designs and techniques, databases, customer andsupplier lists, pricing strategies, inventions, mask works, personnel data, personally identifiable
information pertaining to our employees, customers or other individuals (including, for example, names,
addresses, telephone numbers and social security numbers), and similar types of information provided to
us by our customers, suppliers and partners. This information may be protected by patent, trademark,copyright and trade secret laws.
In addition, because we interact with other companies and organizations, there may be times
when you learn confidential information about other companies before that information has been madeavailable to the public. You must treat this information in the same manner as you are required to treat
our confidential and proprietary information. There may even be times when you must treat asconfidential the fact that we have an interest in, or are involved with, another company.
You are expected to keep confidential and proprietary information confidential unless and untilthat information is released to the public through approved channels (usually through a press release, afiling with the SEC or a formal communication from a member of senior management). Every employee
has a duty to refrain from disclosing to any person confidential or proprietary information about us or any
other company learned in the course of employment here, until that information is disclosed to the public

5through approved channels. This policy requires you to refrain from discussing confidential or proprietary
information with outsiders and even with other employees of Zoom, unless those fellow employees havea legitimate need to know the information in order to perform their job duties. Unauthorized use or
distribution of this information could also be illegal and result in civil liability and/or criminal penalties.
You should also take care not to inadvertently disclose confidential information. Materials that
contain confidential information, such as memos, notebooks, computer disks, mobile devices, memory
sticks and laptop computers, should be stored securely. Unauthorized posting or discussion of any
information concerning our business, information or prospects on the Internet is prohibited. You may notdiscuss our business, information or prospects in any “chat room,” regardless of whether you use yourown name or a pseudonym. Be cautious when discussing sensitive information in public places likeelevators, airports, restaurants and “quasi-public” areas in and around our place of business. All Zoom
emails, voicemails and other communications are presumed confidential and should not be forwarded orotherwise disseminated outside of Zoom except where required for legitimate business purposes.
In addition to the above responsibilities, if you are handling information protected by any privacy
policy published by us, such as our website privacy policy, then you must handle that information inaccordance with the applicable policy.
10.

Corporate Opportunities

You may not take personal advantage of opportunities for Zoom that are presented to you or
discovered by you as a result of your position with us or through your use of corporate property or
information. Even opportunities that are acquired privately by you may be questionable if they are related
to our existing or proposed lines of business. Significant participation in an investment or outsidebusiness opportunity that is directly related to our lines of business must be pre-approved. You may notuse your position with us or corporate property or information for improper personal gain, nor should you
compete with us in any way.
In the interest of clarifying above, if any member of the Board of Directors who is also a partner
or employee of an entity that is a holder of Zoom capital stock, or an employee of an entity that manages
such an entity (each, a “​Fund​”), acquires knowledge of a potential transaction (investment transaction orotherwise) or other matter other than in connection with such individual’s service as a member of theBoard (including, if applicable, in such individual’s capacity as a partner or employee of the Fund or the
manager or general partner of a Fund) that may be an opportunity of interest for both Zoom and such
Fund, then, provided that such director has acted reasonably and in good faith with respect to the bestinterests of Zoom, such an event shall be deemed not to be a violation this Code.
11.

Maintenance of Corporate Books, Records, Documents and Accounts; Financial
Integrity; Public Reporting; Accurate Financial and Accounting Disclosures

Our principal Chief Executive Officer, Chief Financial Officer and people who perform similarfunctions are our “senior financial officers” and are responsible for ensuring that disclosures in ourperiodic reports and other public communications are full, fair, accurate, timely and understandable.
The integrity of our records and public disclosure depends upon the validity, accuracy andcompleteness of the information supporting the entries to our books of account. Therefore, our corporate
and business records should be completed accurately and honestly. The making of false or misleading
entries, whether they relate to financial results or test results, is strictly prohibited. Our records serve as abasis for managing our business and are important in meeting our obligations to customers, suppliers,
creditors, employees and others with whom we do business. As a result, it is important that our books,

6records and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues,
costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:●no entry be made in our books and records that intentionally hides or disguises thenature of any transaction or of any of our liabilities or misclassifies any transactions as toaccounts or accounting periods;●

transactions be supported by appropriate documentation;●

the terms of sales and other commercial transactions be reflected accurately in the
documentation for those transactions and all such documentation be reflected accurately
in our books and records;●

employees comply with our system of internal controls; and●no cash or other assets be maintained for any purpose in any unrecorded or“off-the-books” fund.

Our accounting records are also relied upon to produce reports for our management,
stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our
accounting and other business and corporate records in preparing the periodic and current reports that
we file with the SEC. Securities laws require that these reports provide full, fair, accurate, timely andunderstandable disclosure and fairly present our financial condition and results of operations. Employees
who collect, provide or analyze information for or otherwise contribute in any way in preparing orverifying these reports should strive to ensure that our financial disclosure is accurate and transparent
and that our reports contain all of the information about Zoom that would be important to enable
stockholders and potential investors to assess the soundness and risks of our business and finances andthe quality and integrity of our accounting and disclosures. In addition:●

no employee may take or authorize any action that would intentionally cause ourfinancial records or financial disclosure to fail to comply with generally accepted
accounting principles, the rules and regulations of the SEC or other applicable laws, rules
and regulations;●

all employees must cooperate fully with our finance and accounting department, as wellas our independent public accountants and counsel, respond to their questions withcandor and provide them with complete and accurate information to help ensure that ourbooks and records, as well as our reports filed with the SEC, are accurate and complete;●

no employee, director or person acting under their direction, may coerce, manipulate,mislead or fraudulently influence our finance and accounting department, our
independent public accountants or counsel, if the employee, director or other person
knows or should know that the action, if successful, could result in rendering Zoom’s
financial statements materially misleading; and●no employee should knowingly make (or cause or encourage any other person to make)any false or misleading statement in any of our reports filed with the SEC or knowingly
omit (or cause or encourage any other person to omit) any information necessary to
make the disclosure in any of our reports accurate in all material respects.

Any employee who becomes aware of any departure from these standards has a responsibility toreport his or her knowledge promptly to their manager, the Compliance Officer, the Audit Committee or7one of the other compliance resources described in our Whistleblower Policy on reporting complaints
regarding accounting and auditing matters.
12.

Managing Compliance1.

Accountability

This Code is a statement of certain fundamental principles, policies and procedures that govern
Zoom personnel in the conduct of our business. Reported violations of this Code will be investigated andappropriate action taken. Any violation of this Code, including fraudulent reports, may result in
disciplinary action. That disciplinary action may include termination of employment and legal proceedings
if warranted.
2.

ReportingIf you have a concern regarding conduct that you believe to be a violation of a law, regulation or
Zoom policy, or you are aware of questionable legal, financial or accounting matters, or simply are unsure
whether a situation violates any applicable law, regulation or Zoom policy, please:●

discuss the situation with your manager;●

if your manager is involved in the situation or you are uncomfortable speaking with yourmanager, contact our Compliance Officer; or●if you don’t believe your concern is being adequately addressed, you are not comfortablespeaking with one of the above-noted contacts, or you believe you are the subject ofretaliation for good-faith reporting of a concern, please report your concern via ourthird-party hosted hotline online at ​https://speakup.zoom.us​, by phone at US Toll-free
1-800-918-6595, by SMS / Text to 408-741-9673 or by international toll free accessnumbers available through the online hotline URL above. You may choose to identify
yourself or remain anonymous. Our Compliance Officer, an audit or corporate
governance committee member or others, as appropriate, will review concerns submitted
through the hotline.

We expect our employees to do their best to comply with this policy. It is important that you stay
vigilant to ensure there are no violations of this policy by anyone. Do not stay silent in the face of apotential violation. If you have knowledge of a potential violation and fail to report it via the process set
forth above, you too may be subject to disciplinary action under this Code.
3.

No Retaliation

Zoom will not retaliate against any individual for filing a good-faith concern regarding
non-compliance with this Code. Zoom will not retaliate against any individual participating in theinvestigation of any such complaint either. Finally, Zoom will not permit any such retaliation by any
manager or executive officer, or by any company with which we contract.
13.

Waivers of this CodeAny amendment or waiver of any provision of this Code must be approved in writing by the
Board or, in the case of waivers pertaining to non-executive officers, by a committee comprising the CEO
and General Counsel, subject to preapproved guidelines established by the Nominating and Corporate
Governance Committee of the Board (“NCGC”). Such waiver shall be promptly disclosed pursuant toapplicable laws and regulations. Any waiver or modification of the Code for a director, executive officer or8senior financial officer will be promptly disclosed to stockholders if and as required by applicable law or
the rules of any stock exchange on which any of Zoom’s capital stock is listed. All waivers of this Code or
any of its provisions shall be reviewed with the NCGC at its regularly scheduled quarterly meetings.
14.

Amendments

We are committed to continuously reviewing and updating our policies. We therefore may amend
this Code at any time and for any reason. We welcome your comments about this policy as well. Contact
your manager or our Compliance Officer with any such comments.

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