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Zappos.com, Inc. Code of Business Conduct and Ethics

As Revised May 1, 2010

Living Our Core Values

In one way or another, the concepts of integrity, honesty and commitment contained in this Code of Business Conduct and Ethics (the “Code of Conduct”) are already touched on in our Core Values and currently exist in our company culture. Our ten core values are:

  1. Deliver WOW Through Service
  2. Embrace and Drive Change
  3. Create Fun and A Little Weirdness
  4. Be Adventurous, Creative, and Open-Minded
  5. Pursue Growth and Learning
  6. Build Open and Honest Relationships With Communication
  7. Build a Positive Team and Family Spirit
  8. Do More With Less
  9. Be Passionate and Determined
  10. Be Humble

For more information about our core values, please refer to our core values document and our Employee Handbook. You will find our core values explicitly defined there.

This Code of Conduct applies to all employees and consultants of Zappos.com, Inc. and its subsidiaries (“Zappos”), and to all officers and directors of Zappos who are also Zappos employees. Officers and directors who are employees of our parent, Amazon.com, Inc., must comply with the Amazon.com, Inc. Code of Business Conduct and Ethics. The purpose of this Code of Conduct is to explain in a more detailed and clear way our high standards of conduct and our expectations of each and every Zappos employee and consultant. Please take this Code of Conduct seriously. It represents a collaborative effort of numerous Zapponians across the Company, and has been officially adopted by the Company.

While this Code of Conduct addresses a wide variety of topics, you need to use your good judgment and common sense as it cannot, and does not, address every possible situation. When in doubt, imagine that your conduct or the words you are using will be fully disclosed in the media with all details, including your name and picture. If you are uncomfortable with the idea that your conduct or words will be available for all to see, you should think again about your course of action or words. In any case where you are unsure about the propriety of an event or action, please seek out your supervisor, the director or Vice President of your department or business division, or the Zappos Legal Department for further guidance.

Please take the time to read this Code of Conduct, keeping in mind that over time as Zappos grows and evolves, this Code of Conduct will necessarily have to evolve as well. Please bear in mind that each of us has a personal responsibility to incorporate, and to encourage our colleagues to incorporate, these principles into our work. Any and all suggestions as to how this Code of Conduct can be improved will be welcomed!

Conducting Business With Integrity

In order to maintain our integrity and reputation, it is important that you obey the laws affecting our business, whether those laws are federal, state or local, and to the extent that foreign laws apply to what we do, you must also obey those laws. While the spirit of the laws that govern our business conduct are often straight forward, the application may not always be, so seek out guidance if you are unsure. In a very direct way, complying with applicable laws promotes our core value of building open and honest relationships, for how can you expect to have open and honest relationships if you are acting dishonestly?

Fair Dealing – Be Proud of Your Conduct

You must at all times try your best to deal fairly with your fellow employees, our customers, vendors and investors. Actions that may lead to you unfairly taking advantage of someone may include manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Remember Core Value #1 – Deliver WOW through Service. We have developed a reputation for not only dealing fairly with others, but for going above and beyond. Let’s not tarnish that reputation by dealing unfairly with anyone. We are a special company, and pride ourselves in doing the right thing. We can all take great pride in the many wonderful things that Zappos stands for, and as long as everyone remains committed to the values that make us special, Zappos will never be just another company.

Confidential Information.

Confidential information about Zappos and its operations belongs to Zappos. Confidential information includes all non-public information about Zappos, our operations, and that of our parent, Amazon.com, Inc. and its subsidiaries (“Amazon”) that, if disclosed, might be of use to competitors or harmful to us. Confidential information may include, for example, information about Zappos’ strategy, plans, customers, suppliers, financial statements, credit card information, contracts, capitalization, proposed acquisitions or divestitures, as well as confidential information about other companies with which we do business. You must maintain the confidentiality of information Zappos, Amazon, and our business partners (e.g., vendors, customers, service providers) entrust to you, except where disclosure is clearly authorized or legally mandated. You must not, without proper authority, give or release to anyone not employed by Zappos or Amazon, or to another employee who does not need to know, data or information of a confidential nature. Each supervisor is responsible for controlling the disclosure and use of confidential information by employees under his or her direction. Additional restrictions on use of confidential information are more fully set forth in the Confidentiality Agreement each of you signed upon accepting employment with Zappos. That Confidentiality Agreement remains in effect for as long as you are employed by Zappos and after you leave.

Zappos also respects the intellectual property of third parties. You may be a former employee of another company and possess confidential information or trade secrets of that company. You must not reveal any information to Zappos or Amazon that would reasonably be considered confidential information or a trade secret of a former employer, unless that information is available in the public domain or you have written permission to use it. Please do the right thing by not violating the trust your prior employer placed in you.

Antitrust Laws.

It is our policy and your responsibility to comply with federal and state antitrust laws. Price fixing, customer and market allocations, bid rigging and other arrangements with competitors that are unlawful must be avoided, and you may never exchange sensitive business information with competitors. Unless information is publicly available, you should in general avoid discussing the following subjects with any competitor: prices, terms or conditions of sale; credit terms, discounts, profits, profit margins or costs; market segment shares; distribution practices; bids on contracts; sales territories; selections, rejections or terminations of customers; or any other matters where an agreement with a competitor would be inconsistent with the complete freedom of action of Zappos in the conduct of our business.

You must never engage in competitive conduct that cannot be justified by sound business considerations wholly apart from its effect on any injured competitor.

If you are unsure whether a contemplated action might violate any of the antitrust laws, you must review it with the Legal Department prior to implementation.

Use of Zappos Property; Theft

The proper use of Zappos property calls to mind Core Value #8 – Do More With Less. It is your responsibility to protect as best you can Zappos’ assets and ensure their efficient use. Theft, carelessness and waste have a direct effect on our profitability. If you use company funds, please make best efforts to ensure that Zappos has received proper value in return. Zappos equipment should not be used for non-company business, though incidental personal use may be permitted on a case-by-case basis in accordance with our other policies and procedures. Remember that you are a trusted member of the Zappos family – please do not violate that trust. Any suspected fraud or theft should be immediately reported to your supervisor, or the director or Vice President of your department or business division. If you are not comfortable contacting any of those people, please contact the Zappos Legal Department or raise your concern through one of the options set out in the Zappos Whistleblower Policy.

Conflicts of Interest.

It is critically important in maintaining our integrity that nobody at Zappos, whether an employee or consultant, be subject to influences, interests or relationships that conflict with Zappos’ best interests. A conflict of interest exists when your private interests interferes in any way or competes with Zappos’ interests. Conflicts of interest should be avoided.

A conflict of interest will exist if your decision may personally benefit you, a relative, or a significant other. Relatives include your spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in-laws. Significant others include persons living in a spousal relationship (including same sex) or familial fashion with the employee or consultant. Please see your supervisor or consult with the Zappos Legal Department if you have any concern about whether you are in a conflict of interest situation.

You must also avoid any investment, interest or association that interferes or might interfere with your independent exercise of judgment in Zappos’ best interests. Service to Zappos should never be subordinated to personal gain or advantage. To help avoid conflicts of interest, Zappos has adopted the following rules:

Employees or consultants who buy or sell goods or services or have responsibility connected to buying and selling for or on behalf of Zappos and members of their respective families are prohibited from having (i) any economic interest in private business concerns that transact business with Zappos or are in competition with Zappos, and (ii) any significant economic interest in such business concerns that are publicly held. A two percent or less equity interest in a company whose stock is publicly traded will not be deemed “significant” absent other complicating factors, such as circumstances that cause such investment to potentially influence the person’s judgment on Company matters or to amount to management participation in such other company.

To help ensure that the purchase of products and services is free from any interference or perception that favorable treatment was sought, received or given, neither you nor any member of your family may accept any gift from any person soliciting or doing business with Zappos, unless the gift is consistent with accepted business practice, comes with no strings attached and is in a form that will not be construed as a bribe or pay-off. It is never appropriate to receive or give cash. “Gifts” include not just material objects, but also favors that go beyond common courtesies usually associated with accepted business practices and that potentially place the recipient under some obligation to any person soliciting or doing business with Zappos. It is quite common in this industry for vendors to provide sample products for you to keep which is permissible as long as there is no side agreement, such as where prices to Zappos will be increased to cover the cost of the samples provided to you. It is also quite common for companies to pay for seminars that they are hosting, golf tournaments, or other professional sporting events. Attending such events with your vendors to enhance your relationships is permitted. If you have any question about whether you can accept a gift, please check with your supervisor. As alluded to at the beginning of this Code of Conduct, ask yourself if you would be embarrassed or uncomfortable if your supervisor found out about the gift in question. If so, you should probably decline it. For example, there is nothing improper about having dinner with a vendor when the vendor is in town, even if the vendor visits regularly because there is a legitimate business purpose served—you are developing a strong relationship with the vendor. However, if the vendor tells you to have a night out without the vendor present and submit your receipt for payment, you should decline as that arrangement is akin to a cash gift. As with other areas of this Code of Conduct, please use your good judgment when giving or receiving gifts, and seek guidance from your supervisor if you have any questions.

In addition, you must remain alert to the many other ways in which outside business relationships, other professional or consulting activities for compensation, including directorships, and other activities might give rise to other conflicts of interest. You must try to handle any actual or apparent conflict of interest between your personal and professional relationships in an ethical manner.

Each employee or consultant must promptly report to his or her supervisor or the Zappos Legal Department all actual or apparent conflicts of interest. The Zappos Legal Department is responsible for the interpretation and application of this Code of Conduct to particular situations and will recommend an appropriate resolution of the conflict. Zappos recognizes that there can be borderline cases, and they will be considered carefully.

Corporate Opportunities.

You owe a duty to Zappos to advance our legitimate interests whenever the opportunity to do so arises. Accordingly, you may not take for yourself opportunities in Zappos’ area of business that you discover through the use of Zappos’ property, information or position. You are also prohibited from using Zappos’ property, information or position for personal gain, or competing with Zappos or Amazon. It is our policy to employ only persons who do not engage in other business activities that compete with or sell to or buy from Zappos or Amazon. If you think you may be pursuing such an opportunity, you should discuss the matter with the director or Vice President of your department or business division or the Zappos Legal Department.

Record Keeping and Accounting Practices.

Honest and accurate recording and reporting of information is critical to making responsible business decisions. Accordingly, our financial books, records and accounts must reflect transactions and events appropriately and conform to applicable legal requirements and to Zappos’ system of internal controls. If you find or suspect an error in any financial records you come across, you should notify your supervisor or director or Vice President of your department or business division or the Zappos Legal Department. You may also raise your concern through one of the options set out in the Zappos Whistleblower Policy.

All Zappos payments and other transactions must be properly authorized by management and be accurately and completely recorded on our books and records in accordance with generally accepted accounting principles and established corporate accounting policies. You must not provide any false or incomplete information to the accounting department. You must not create any false, incomplete or misleading entry or record. No undisclosed or unrecorded corporate funds shall be established for any purpose. All corporate assets must be properly protected and asset records regularly compared with actual assets. Proper and prompt action must be taken to reconcile any variances.

Bribery / Gifts to Government Employees.

You may not pay or accept bribes of any type. A bribe is defined as giving anything of value, directly or indirectly, to influence an act or someone’s decision, or inducing such person to use his or her influence. It does not matter whether the person works for the US government, a foreign government or is in the private sector. Bribery, like fraud, is one of the things you can do that could land you in jail because it is illegal. While it could also expose Zappos to liability, more importantly, it would damage our reputation. Please do not do it.

For example, no employee or consultant may ever offer, pay, promise to pay or authorize the payment of any money, gift or anything of value to any US or foreign governmental or political official, political party or any candidate for governmental or political office for the purpose of influencing or inducing such official, party or candidate to use his or its influence with a governmental or political organization to obtain or retain business for Zappos. This policy does not prohibit lawful contributions to political candidates, parties, action committees, sponsors of initiatives and for other lawful purposes, so long as such contributions are made in compliance with all applicable laws and Section I that follows. Before making any payments to any foreign government officials or employees, please obtain approval from the Zappos Legal Department.

While you may think that there would not be a problem with taking a government employee out to dinner or paying for a round of golf, there may be. The giving of gifts to government employees, even gifts of low value, is highly regulated and in many cases prohibited. Please consult with the Zappos Legal Department before providing or paying for any meals, refreshments, travel or lodging expenses, or giving anything of value to a government employee, whether US federal, state, local or foreign.

Political Contributions.

Business contributions to political campaigns are strictly regulated by U.S. federal, state and local law. Accordingly, all political contributions with Zappos funds are coordinated and approved by the Zappos Finance and Legal Departments. You may not, without the approval of the Finance and Legal Departments use any Zappos funds for political contributions of any kind to any political candidate or holder of any national, state or local government office. You may make legal personal contributions, but you may not represent that you’re making any such contribution on Zappos’ behalf. Similar restrictions on political contributions may apply in other countries. Please contact the Finance Department if you have any specific questions.

Insider Trading Policy

Federal and state laws prohibit trading in securities by persons who have material information that is not generally known or available to the public.

Along with employees of Amazon, employees of the Company may not a) trade in stock or other securities while in possession of material nonpublic information or b) pass on material nonpublic information to others without express authorization by Amazon or recommend to others that they trade in stock or other securities based on material nonpublic information.

Amazon has adopted guidelines designed to implement this policy. All employees of the Company are expected to review and follow the Insider Trading Guidelines. Certain employees must comply with trading windows and/or preclearance requirements when they trade Amazon.com securities.

Media and Public Disclosure

Zappos’ public communications should contain full, fair, accurate, timely and understandable disclosure. It is our policy to disclose information concerning Zappos to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in Zappos will have equal access to information. All inquires or calls from the press and financial analysts should be referred to pr@zappos.com. We have designated our CEO, COO, and CFO as our official spokespeople for all matters. Other Zappos employees are not allowed to communicate with the press on Zappos’ behalf or provide any information about us off the record, for background, confidentially or secretly.

Discrimination and Harassment

The diversity of Zappos’ employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment. Examples of such behavior include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Please refer to the applicable sections of the Employee Handbook for further guidance.

Health and Safety

Zappos takes great pride in providing a safe and healthy work environment. You bear some of the burden of helping to maintain a safe and healthy workplace for all by following safety and health rules, and by reporting accidents, injuries and unsafe equipment, practices or conditions. Please let your supervisor know of any safety or health concerns so that they can be addressed.

Violence and threatening behavior are not permitted. You should report to work in condition to perform your duties, free from intoxication due to drugs or alcohol. The use of illegal drugs in the work place will not be tolerated. Please refer to the applicable sections of the Employee Handbook for further guidance.

Reporting Violations of this Code of Conduct

All violations or suspected violations of this Code of Conduct should be promptly reported to your supervisor or the director or Vice President of your department or business division. If the violation or suspected violation involves any of those parties, or concerns accounting, internal controls or auditing matters you should make your report directly to the Zappos Legal Department or the Zappos’ Ethics Hotline at 800-348-1496 (Español: 800-216-1288). The ethics website is http://www.lighthouse-services.com/incidentlogin.asp (user name: Zappos, password: Zappos). More information is available in the Zappos Whistleblower Policy. Reports made on the Ethics Hotline may be made on a confidential and anonymous basis. If you make an anonymous report, please provide as much detail as possible, including copies of documents you believe relevant to the matter.

Zappos will promptly investigate all reports of alleged non-compliance with this Code of Conduct and other reported improprieties, and determine an appropriate course of action. It is Zappos’ policy not to allow retaliation for good faith reports of misconduct by others. Reprisals, threats, retribution, or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code of Conduct, or other Company policy, or any person who is assisting in good faith in any investigation or process with respect to such a violation, is prohibited.

Disciplinary Action

The matters covered in this Code of Conduct are of the utmost importance to Zappos, Amazon and Zappos’ business partners, and are essential to our ability to conduct its business in accordance with our stated values. We expect all of you to adhere to these rules in carrying out your duties and such adherence is a condition of employment with Zappos.

Zappos will take appropriate action against any employee whose actions are found to violate this Code of Conduct. Disciplinary actions may include the immediate termination of employment. Where Zappos has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, Zappos will cooperate fully with the appropriate authorities. Employees performing services in the United States or other countries governed by at will employment rules should be aware that this Code of Conduct does not alter an employee’s at-will relationship with Zappos.

Waivers

Waivers of this Code of Conduct may be made only in a manner permitted by law.

Zappos Family Core Value:

10. Be Humble