CODE OF BUSINESS CONDUCT SYNOPSIS

Rentrak Corporation (“Rentrak”) demands that its employees, officers and directors conduct business in accordance with the highest standards of integrity and personal and professional ethics. We believe maintenance of a strong sense of integrity is critical to maintaining trust and credibility with our customers, business partners, employees and investors. We further believe our continued emphasis on an ethical business culture will best position us to achieve our business goals.

Rentrak directors, employees and officers must:

Treat employees, customers, suppliers and competitors honestly, fairly and with respect at all times;
Avoid conflicts of interest where possible and disclose and handle ethically any conflicts that do arise;
Protect Rentrak's confidential and proprietary information and that of our customers and vendors;
Protect and only use for proper purposes all company assets;
Prepare and provide information as requested that is accurate, complete and timely to enable Rentrak to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that Rentrak files with, or submits to, the SEC and in other public communications;
Comply with laws, rules and regulations and all internal policies and procedures;
Disclose and seek guidance from appropriate sources inside and outside the company when confronted by difficult ethical issues; and
Report any unlawful or unethical behavior.

PUTTING THE CODE OF BUSINESS CONDUCT TO WORK

It is our belief that long-term, trusting business relationships are built by being honest, open and fair. We seek to uphold the highest professional standards in our business operations. We further believe that we must pay constant attention to all legal boundaries and comply with all applicable laws and regulations in all operations.

This Code helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. This Code has been organized to discuss:

Your responsibilities to the company and its stakeholders
Your responsibilities to our customers, suppliers and others with whom we do business,
Your responsibilities to each other as co-workers
Your responsibilities to assure that you, the Company and all of our employees comply with the laws, rules and regulations of the United States and every other country where we conduct business, some of which (but not all) are summarized in this Code.

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If you have questions, ask them; if you have ethical concerns, raise them. The COO and Vice President, Human Resources, who are responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code are available to answer your questions and provide guidance and for you to report suspected misconduct. Our conduct should reflect the Company's values, demonstrate ethical leadership, and promote a work environment that upholds the Company's reputation for integrity, ethical conduct and trust.

RESPONSIBILITY TO OUR ORGANIZATION

Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company using objective and independent standards.

Conflicts of Interest

In order to maintain the highest degree of integrity in the conduct of the Company's business and to maintain your independent judgment, you must avoid any activity or personal interest that creates or appears to create a conflict between your interests and the interests of the Company. A conflict of interest occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your Company work objectively and effectively. Your obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships. Although we cannot list every conceivable conflict, following are some common examples that illustrate actual, apparent or potential conflicts of interest:

Improper Personal Benefits from the Company
Conflicts of interest arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure.

Financial Interests in Other Businesses
Company employees may not have an ownership interest in any other enterprise if that interest compromises or appears to compromise the employee's loyalty to the Company. For example, you may not own an interest in a company that competes with the Company. You may not own an interest in a company that does business with the Company (such as a Company customer or supplier) without the prior written approval of the CEO or COO. However, it is not typically considered a conflict of interest (and therefore, prior approval is not required) to make investments with a total value of no more than five percent (5%) of your annual compensation in competitors, customers or suppliers that are listed on a national or international securities exchange. See, however, Insider Trading below.

Business Arrangements with the Company
Without prior written approval from the CEO or COO, you may not participate in a joint venture, partnership or other business arrangement with the Company. (Executive officers and members of the Board must obtain the prior written approval of the Audit Committee of the Board of Directors before participating in such an arrangement.) Directors must disclose to the Audit Committee any personal interest they may have in any transaction with Rentrak or any transaction to be considered by its Board of Directors. Directors must recuse themselves from participation in any decision in which there is a conflict between their personal interests and Rentrak's interests.

Arrangements with the Company's Consultants
Without the prior written approval from the CEO or COO, you may not retain the services of the Company's outside consultants, such as its auditors or legal advisors, for personal reasons.

Outside Employment or Activities with a Competitor
Simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor's interests. You may not market products in competition with the Company's current or potential business activities. It is your responsibility to consult with the CEO or COO to determine whether a planned activity will compete with any of the Company's business activities before you pursue the activity in question.

Outside Employment with a Customer or Supplier
Without prior written approval from the CEO or COO you may not be employed by, serve as a director of or represent a customer of the Company; you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company; and you may not accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with the Company.

Freelance Activities
The Company has no desire to inhibit your personal life or life after working hours. To that end, you may wish to consult or freelance from time-to-time for yourself or with other companies. Often, freelancing can contribute to an employee's creative or professional development. However, all freelancing activities must be undertaken in a manner that avoids conflict, or the appearance of conflict, with the employee's obligations to the Company. Employees who freelance may not use Company time, resources, supplies or property to conduct freelance activity. If you have questions concerning any freelance activity, please discuss them with your supervisor or the Human Resources Department.

Corporate Opportunities
Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If you learn of a business or investment opportunity through the use of corporate property or information or your position at the Company, such as from a competitor or actual or potential customer, vendor or business associate of the Company, you may not participate in the opportunity or make the investment without the prior written approval of the CEO or COO. Such an opportunity should be considered an investment opportunity for the Company in the first instance. (Directors' duties to present corporate opportunities to the Company are more extensive and may require the prior approval by the disinterested members of the Board.)

Family Members Working In the Industry
You may find yourself in a situation where your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a familial relationship is a competitor or supplier of the Company or is employed by one. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest.

Such a situation, however harmless it may appear to you, could arouse suspicions among your employees that might affect your working relationships. The very appearance of a conflict of interest can create problems, regardless of the propriety of your behavior.

To remove any such doubts or suspicions, you must disclose your specific situation to your supervisor or the VP of Human Resources to assess the nature and extent of any concern and how it can be resolved.

Entertainment, Gifts and Gratuities

Receipt of Gifts and Entertainment
When you are involved in making business decisions on behalf of the Company, your decisions must be based on uncompromised, objective judgment. Employees interacting with any person who has business dealings with the Company (including suppliers, major customers, competitors, contractors and consultants) must conduct such activities in the best interest of the Company, using consistent and unbiased standards. We must never request or accept gifts or other benefits if our business judgment or decisions could be affected or if the acceptance of such gifts or other benefits would cause the perception that our business judgment or decisions could be affected.

Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift. Gifts that are extravagant in value or unusual in nature should not be accepted without the prior written approval of the CEO or COO.

Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount are prohibited and must be returned promptly to the donor.

Offering Gifts and Entertainment
When you are providing a gift, entertainment or other accommodation in connection with Company business, you must do so in a manner that is in good taste and without excessive expense. You may not furnish or offer to furnish any gift that is of more than token value or that goes beyond the common courtesies associated with accepted business practices. You should follow the above guidelines for receiving gifts in determining when it is appropriate to give gifts and when it is appropriate to obtain prior written approval from the CEO or COO.

Our suppliers and customers likely have gift and entertainment policies of their own. You must be careful never to provide a gift or entertainment that violates the other company's gift and entertainment policy.

What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. There are strict laws that govern providing gifts, including meals, entertainment, transportation and lodging, to government officials and employees. You are prohibited from providing gifts or anything of value to government officials or employees or members of their families in connection with Company business without prior written approval from the CEO or COO. For more information, see the section of this Code regarding Unlawful Payments.

Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.

If you encounter an actual or potential conflict of interest, face a situation where declining the acceptance of a gift may jeopardize a Company relationship, are requested to pay a bribe or provide a kickback, or encounter a suspected violation of this policy, you must report the situation to the CEO or COO immediately.

Protection and Proper Use of Company Assets

We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to and theft or misuse of Company property. When you leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for legitimate business purposes only.

Company Books and Records

All Company documents must be completed accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. All Company financial activities must be recorded in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

In addition to the foregoing, as a public company, it is of critical importance that Rentrak's filings with the Securities and Exchange Commission ("SEC") and other public disclosures, both in the United States and in the foreign locations in which we operate, are accurate and timely. Depending on his or her position, an employee may be called upon to provide information to assure that Rentrak's public reports are complete, fair and understandable. Rentrak expects all of its personnel to take this responsibility very seriously and to provide prompt, accurate and complete answers to inquiries related to our public disclosure requirements.

All employees are required to read and certify their understanding of the contents of the Financial Integrity and Non-retaliation Policy. This policy provides further detail of Rentrak's commitment to the integrity of financial information, effective internal controls and compliance to financial laws and regulations and provides process and procedures for the report and investigation of violations.

Record Retention

In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company's policy is to identify, maintain, safeguard and either destroy or retain all records in the Company's possession on a systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities.

If you learn of a subpoena or a pending or contemplated litigation or government investigation, you should immediately contact the CEO or COO. You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the CEO or COO as to how to proceed. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company.

If you have any questions regarding whether a particular record pertains to a pending, imminent or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, you should preserve the records in question and ask your supervisor for advice.

Confidential Information/Privacy

Proprietary information is defined as information that was developed, created, or discovered by, or on behalf of, Rentrak or that became known by, or was conveyed to, the company that has not been publicly disclosed. It includes but is not limited to trade secrets, copyrights, ideas, techniques, know-how, inventions (whether patentable or not) and any information of any type relating to marketing, pricing, customers, salaries and terms of compensation, and financial condition or results or other financial data.

Each employee has the duty to respect and protect the confidentiality of all such information, whether belonging to Rentrak or others with which Rentrak does business, and not to use that information for personal advantage. Disclosure or use of confidential and proprietary information—whether Rentrak's or a third party's—should be covered by a written agreement. In addition to the obligations imposed by that agreement, all employees should comply with the following requirements:

Confidential information of Rentrak and of third parties should be disclosed only to Rentrak employees who need to access it to perform their jobs;
Confidential information of a third party should not be used or copied, except as permitted by the third-party owner;
If third-party confidential information is inadvertently presented to Rentrak outside a normal business relationship it should be refused and/or returned; and
Employees must refrain from using any confidential information belonging to any former employers (unless acquired by Rentrak as part of a business transaction) in the course of employment with Rentrak.

Confidentiality Agreements are commonly used when the Company needs to disclose confidential information to suppliers, consultants, joint venture participants, or others. A Confidentiality Agreement puts the person receiving confidential information on notice that he or she must maintain the secrecy of such information. If, in doing business with persons not employed by the Company, you foresee that you may need to disclose confidential information, you should call the CEO or COO and discuss the utility of entering into a Confidentiality Agreement.

Rentrak has established guidelines for the collection, use and disclosure of personal data. All Rentrak operations, activities and functions that collect, use, receive, or distribute personal data must adhere to this policy. Moreover, all electronic and physical resources, whether owned or leased by Rentrak, and the messages, files, data, software or other information stored or transmitted on them are, and remain at all times, the property of Rentrak.

Employees should be careful to avoid discussing sensitive information regarding Rentrak or third parties except for business purposes and any business-related discussions that do occur should not take place in public forums, such as elevators, restrooms, lobbies, or similar areas where others may hear such information.

Trademarks, Copyrights and Other Intellectual Property

Trademarks
Our trademarks, which are renewable periodically, can be renewed indefinitely. You must always properly use our trademarks and advise your supervisor or the CEO or COO of infringements by others. Similarly, the trademarks of third parties must be used properly.

Copyright Compliance
Works of authorship such as magazines, videos, films, catalogs, programming and content, photographs, books, articles, drawings, domain names, web site look and feel and content, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of the Company's policies to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

The Company licenses the use of computer software. The Company's computer software is protected by copyright. You may not make, acquire or use unauthorized copies of any computer software. Any questions concerning copyright laws should be directed to the CIO, CEO or COO.

Intellectual Property Rights of Others
It is Company policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another company, including any such uses on the Company's websites, you must do so properly and in accordance with applicable law.

Insider Trading

You are prohibited by Company policy and the law from buying or selling securities of the Company at a time when in possession of “material nonpublic information.” This conduct is known as “insider trading.” Passing such information on to someone who may buy or sell securities - known as “tipping” - is also illegal. The prohibition applies to Company securities and to securities of other companies if you learn material nonpublic information about other companies, such as the Company's customers, in the course of your duties for the Company.

Information is “material” if (a) there is a substantial likelihood that a reasonable investor would find the information “important” in determining whether to trade in a security; or (b) the information, if made public, likely would affect the market price of a company's securities. Examples of types of material information include unannounced dividends, earnings, financial results, new or lost contracts or products, sales results, new products or services which are in development, important personnel changes, business plans, possible mergers, acquisitions, divestitures or joint ventures, important litigation developments, and important regulatory, judicial or legislative actions. Information may be material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information. Information or knowledge on specific movies or other performance results for a publicly traded client may be material information.

Do not disclose material nonpublic information to anyone, including co-workers, unless the person receiving the information has a legitimate need to know the information for purposes of carrying out the Company's business. If you leave the Company, you must maintain the confidentiality of such information until the Company has adequately disclosed it to the public. If there is any question as to whether information regarding the Company or another company with which we have dealings is material or has been adequately disclosed to the public, contact Human Resources.

Responding to Inquiries from the Press and Others

Company employees who are not official Company spokespersons may not speak with the press, securities analysts, other members of the financial community, stockholders or groups or organizations as a Company representative or about Company business unless specifically authorized to do so by the CEO, COO or Corporate Communications Department. Requests for financial or other information about the Company from the media, the press, the financial community, stockholders or the public should be referred to the Corporate Communications Department. Requests for information from regulators or the government should be referred to the CEO or COO.

RESPONSIBILITIES TO CUSTOMERS, SUPPLIERS & OTHERS

The Company depends on its reputation for quality, service and integrity. The way we deal with our customers, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. You should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair trade practice.

Antitrust Laws

The economy of the United States is based on the principle of a free competitive market. To ensure that this principle is respected, the United States (and most other countries) has broad and far-reaching laws prohibiting certain business practices that could inhibit effective competition. Rentrak seeks at all times to avoid conduct that may give even the appearance of being questionable under those laws. Employees should be cognizant of these laws when conducting business or discussing operations because the penalties for violations can be quite serious, including jail time and substantial criminal fines. If you encounter a situation in which you believe competition may be restrained—such as discussions at a trade show involving pricing or allocation of market opportunities, publication of pricing models, etc.—please contact the CEO or COO for guidance.

Gathering Information About the Company's Competitors

It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, you should abide by the following guidelines:

We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our customers, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the customer as a messenger, or (b) gather information in breach of a client's nondisclosure agreement with a competitor or through other wrongful means. You should be able to identify the source of any information about competitors.
We must never attempt to acquire a competitor's trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor's nondisclosure agreement.
If there is any indication that the party in possession did not lawfully receive information that you obtain, you should refuse to accept it. If you receive any competitive information anonymously or that is marked confidential, you should not review it and should contact the CEO or COO immediately.

The improper gathering or use of competitive information could subject you and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, you should contact the CEO or COO.

RESPONSIBILITY TO OUR PEOPLE

Respecting One Another

The way we treat each other and our work environment affects the way we do our jobs. All employees want and deserve a work place where they are respected and appreciated. Everyone who works for the Company must contribute to the creation and maintenance of such an environment, and supervisors and managers have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust.

Reporting Responsibilities and Procedures
If you believe that you have been subjected to harassment of any kind, you should promptly report the incident to your supervisor and/or VP of Human Resources. If you feel comfortable doing so, you may also wish to confront the offender and state that the conduct is unacceptable and must stop. Complaints of harassment, abuse or discrimination will be investigated promptly and thoroughly and will be kept confidential to the extent possible. The Company will not in any way retaliate against any employee for making a good faith complaint or report of harassment or participating in the investigation of such a complaint or report.

The Company encourages the prompt reporting of all incidents of harassment, regardless of who the offender may be, or the offender's relationship to the Company. This procedure should also be followed if you believe that a non-employee with whom you are required or expected to work has engaged in prohibited conduct. Supervisors must promptly report all complaints of harassment to the Vice President of Human Resources.

Any employee who is found to be responsible for harassment, or for retaliating against any individual for reporting a claim of harassment or cooperating in an investigation, will be subject to disciplinary action, up to and including termination.

Remember that, regardless of legal definitions, the Company expects employees to interact with each other in a professional and respectful manner.

LAWS, REGULATIONS AND GOVERNMENT-RELATED ACTIVITIES

We are subject to laws and regulations of the United States and of each local jurisdiction in which we conduct our business. Violation of governing laws and regulations is both unethical and subjects Rentrak to significant risks. It is expected that each employee will comply with all applicable laws, regulations and corporate policies. Specific areas with which employees are expected to comply include:

Privacy (see page 6)
Record Retention (see page 6)
Insider Trading (see page 8)
Using Third-Party Copyrighted Material (see page 7)
Antitrust (see page 9)
Government Business and Reports (described below)

• Political Contributions

• Lobbying Activities

• Unlawful payments

Government Business and Reports

Special requirements might apply when contracting with or reporting to any government body (including national, state, provincial, municipal, or other similar government divisions in local jurisdictions). Because government officials are obligated to follow specific codes of conduct and laws, special care must be taken in government procurement and reporting. When doing business with or reporting to government agencies, employees must take particular care to accurately and completely disclose all requested information, and not offer or accept gifts, gratuities or anything else of value. For more information, see the Foreign Corrupt Practices Act Policy.

Political Contributions and Activities
Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the CEO or COO.

The Company may consider your work time the equivalent of a contribution. Therefore, the Company will not pay you for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. Nor will the Company compensate or reimburse you, in any form, for a political contribution that you intend to make or have made. No one in the Company may require you to contribute to, support or oppose any political group or candidate.

Lobbying Activities
Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

So that the Company may comply with lobbying laws, you must notify the VP of Human Resources before engaging in any activity on behalf of the Company that might be considered “lobbying” as described above.

Unlawful Payments
Several laws within the USA and around the world, including the U.S. Foreign Corrupt Practices Act (FCPA), and the OECD Convention Against Corruption of Foreign Government Officials, specifically prohibit offering or giving anything of value, directly or indirectly, to government officials to influence official action or secure an improper advantage. These “anti-corruption” laws make it illegal to pay, offer to pay or authorize the payment of anything of value to any government official, government employee, political party or political candidate for these purposes. For more information, see the Foreign Corrupt Practices Act Policy.

IMPLEMENTATION OF THE CODE

Responsibilities

While each of us is individually responsible for putting the Code to work, we need not go it alone. The Company has a number of resources, people and processes in place to answer our questions and guide us through difficult decisions.

Copies of this Code are available from the Human Resources Department and on the Company's Intranet. All officers, directors and employees on an annual basis must sign a statement of compliance with the Code of Business Conduct.

Seeking Guidance

This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code, or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, the VP of Human Resources, CEO or COO.

Reporting Violations

If you know of or suspect a violation of applicable laws or regulations, the Code, or the Company's related policies, you must immediately report that information to your supervisor, the VP of Human Resources or the anonymous and confidential hotline, discussed below. No one will be subject to retaliation because of a good faith report of suspected misconduct. However, failure to report a suspected violation of the Code is itself a violation of the Code and could subject you to disciplinary action, up to and including termination.

The Whistle-blower Hotline

Employees are encouraged to report issues and concerns of the type covered by this Code of Business Conduct and related Policies to Rentrak's third party anonymous and confidential hotline:

by phone at (866) 384-4277 or
online at www.ethicspoint.com (the “Hotline”).

Inquiries and reports can also be made directly to the Compliance Officer c/o Audit Committee, Rentrak Corporation, Post Office Box 18888, Portland, Oregon 97218-0888. You may report suspected violations to or ask questions of the Hotline completely anonymously. However, providing your name may facilitate the Company's response to your concerns or complaints, and it also allows the Company to contact you if necessary during any investigation to obtain additional information. Either way, you should treat the information that you provide as confidential.

Investigations of Suspected Violations

All reported violations will be promptly investigated and treated confidentially to the maximum extent possible and consistent with legal requirements, given the need to conduct an investigation. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company. Further detail on investigation procedures can be found in the Financial Integrity and Non-retaliation Policy.

Discipline for Violations

The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Subject to applicable law and agreements, Company personnel who violate this Code and other Company policies and procedures may be subject to disciplinary action, up to and including termination. In addition, disciplinary measures, up to and including termination, may be taken against anyone who directs or approves infractions or has knowledge of them and does not promptly report and correct them in accordance with Company policies.

Waivers of the Code

The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code for directors and executive officers may be made only by the Board of Directors as a whole or the Audit Committee of the Board and must be promptly disclosed as required by law or regulation.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company's business. It is not intended to and does not create any obligations to or rights in any employee, client, supplier, competitor, stockholder or any other person or entity.

Remember

Ultimate responsibility to ensure that we as a Company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. You must become familiar with and conduct yourself strictly in compliance with those laws, regulations and standards and the Company's policies and guidelines pertaining to them.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

Our Senior Financial Officers are bound by the following Code of Ethics for Senior Financial Officers in addition to this Code of Business Conduct. Each Senior Financial Officer agrees that he or she will:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;
Prepare and provide information as requested that is accurate, complete and timely to enable Rentrak to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that Rentrak files with, or submits to, the SEC and in other public communications;
Comply with rules and regulations of federal, state, local and foreign governments and other appropriate private and public regulatory agencies;
Respect the confidentiality of, and not use for personal advantage, information acquired in the course of employment except when authorized or otherwise legally obligated to disclose such information;
Engage in responsible use of and control over all assets and resources of Rentrak employed by or entrusted to him or her; and
Promptly report any conduct that may, in his or her best judgment, constitute a violation of law or business ethics or of any provision of Rentrak's Code of Business Conduct.

Violations of this Code of Ethics for Senior Financial Officers, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. If you believe that a violation of this Code of Ethics has occurred, please contact the Chair of the Audit Committee of Rentrak's Board of Directors, c/o Audit Committee, Rentrak Corporation, Post Office Box 18888, Portland, Oregon 97218-0888, or use Rentrak's anonymous and confidential complaints hotline at (866) 384-4277 or www.ethicspoint.com.

It is against Rentrak's policy to retaliate against any employee for good faith reporting of violations of this Code of Ethics for Senior Financial Officers or the Code of Business Conduct.

Corporate Governance