Sometimes conflicts of interest arise when an employee takes some action or has some outside interest, duty, responsibility or obligation that conflicts with an interest of the Company or his or her duty to the Company. Conflicts of interest can also arise when an employee or relative (including a family member of an employee) receives improper personal benefits as a result of a Company position.

In evaluating whether an actual or contemplated activity may involve a conflict of interest, you should consider:

• Whether the activity would appear improper to an outsider;
• Whether the activity could interfere with your job performance or morale or that of another Company employee;
• Whether you have access to confidential Company information or influence over significant Company resources or decisions;
• The potential impact of the activity on the Company’s business relationships, including relationships with customers, suppliers and service providers; and
• The extent to which the activity could benefit you or your relatives, directly or indirectly.

A few examples of activities that could involve conflicts of interests include:

• Aiding our competitors. This could take the form of service as a member of the board of directors of or passing confidential Company information to a competitor, or accepting payments or other benefits from a competitor. In which case, competition and bribery concerns also are raised. If you are concerned about whether an interaction with a competitor constitutes a conflict of interest you should consult with your supervisor and our General Counsel.
• Involvement with any business that does business with us or seeks to do business with us. Employment by or service on the board of directors of a customer, supplier or service provider is generally discouraged and you must seek authorization in advance from your local supervisor and the Legal Department or General Counsel, if you plan to have such a relationship.
• Owning a significant financial interest in a competitor or a business that does business with us or seeks to do business with us. In evaluating such interests for conflicts, both direct and indirect interests that you or a relative may have should be considered, along with factors such as the following:
  • The size and nature of the interest; oThe nature of our relationship with the other business; oWhether you have access to confidential Company information; and
  • Whether you have an ability to influence Company decisions that would affect the other business.

  If you have or wish to acquire a significant financial interest in a competitor, or in a customer, supplier or service provider with which you have direct business dealings (or approval responsibilities), you must consult with our General Counsel. Ownership of less than one-percent (1%) of a public company’s outstanding shares is generally not considered to be a significant financial interest and, therefore, need not be disclosed unless it influences your judgment and decisions. Similarly, if you experience a change of position or seniority that results in your having direct business dealings with a customer, supplier or service provider in which you already have a significant financial interest, you must consult with our General Counsel.

• Soliciting or accepting payments, gifts, loans, favors or preferential treatment from any person or entity that does or seeks to do business with us. See Section 9 (Gifts and Entertainment/Prohibition on Commercial Bribery) for further discussion of the issues involved in this type of conflict.
• Taking personal advantage of corporate opportunities. See Section 6 (Corporate Opportunities) for further discussion of the issues involved in this type of conflict.
• Having authority on behalf of the Company over a co-worker who is also a family member, or transacting business on behalf of the Company with a family member. If you may be involved in such a situation, you should consult with your supervisor and our General Counsel to assess the situation and an appropriate resolution.

You must avoid these situations (and others like them), where your loyalty to the Company could be compromised. If you believe that you are involved in a potential conflict of interest, you are expected to discuss it with our General Counsel.

Special Note Regarding Employee Loans

Loans to employees or their family members by the Company, or guarantees of their loan obligations, could constitute an improper personal benefit to the recipients of these loans or guarantees. Accordingly, Company loans and guarantees for executive officers are expressly prohibited. Provided it is permitted by all applicable laws, Company loans of $5,000 or less to non-executive officer employees are only permitted upon written approval of Company management, and Company loans of greater than $5,000 to non-executive officer employees are permitted only upon written approval of the Compensation Committee.

6. Corporate Opportunities

You may not compete with the Company or take personal advantage of business opportunities that the Company might want to pursue, unless the opportunity is disclosed fully in writing to the Board of Directors, and the Board declines to pursue such opportunity, and then authorizes you to pursue the opportunity. Even opportunities that are acquired through independent sources may be questionable if they are related to the Company’s existing or proposed lines of business. You owe a duty to the Company to advance the Company’s legitimate business interests when opportunities arise. Accordingly, participation by employees in an outside business opportunity that is related to our existing or proposed lines of business is prohibited without prior written authorization. Employees should consult with our General Counsel to determine an appropriate course of action if interested in pursuing an opportunity that you discovered through your Company position or use of Company property or information.

7. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public Reporting

Our records are important to investors and creditors. They serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others with whom we do business. We depend on our books, records and accounts accurately and fairly reflecting, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities.

To help ensure the integrity of our records and public disclosure, we require that:

• No entry be made in our books and records that is intentionally false or misleading;
• 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 be held accountable for their entries;
• Any off-balance sheet arrangements of the Company are clearly and appropriately disclosed;
• Employees work cooperatively with the Company’s independent auditors in their review of the Company’s financial statements and disclosure documents;
• No cash or other assets be maintained for any purpose in any unrecorded or “off-thebooks” fund; and
• Records be retained or destroyed according to the Company’s document retention policies or procedures then in effect.

Our disclosure controls and procedures are designed to help ensure that the Company’s reports and documents filed with or submitted to the United States Securities and Exchange Commission (the “SEC”) and other public disclosures are complete, fair and accurate, fairly present our financial condition and results of operations and are timely and understandable. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports must adhere to all disclosure controls and procedures and generally assist the Company in producing financial disclosures that contain all of the information about the Company that is required by law and would be important to enable investors to understand our business and its attendant risks. In particular:

• No employee may take or authorize any action that would cause the Company’s financial 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 department, as well as our independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that the Company’s books and records, as well as its reports filed with the SEC, are accurate and complete; and
• No employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of the Company’s 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 such reports accurate in all material respects.

If you become aware that our public disclosures are not timely, complete, fair and accurate, or if you become aware of a transaction or development that you believe may require disclosure, you should report the matter immediately according to the reporting procedures in Section 18.

8. Conduct of Senior Financial Personnel

The Company’s Finance Department has a special responsibility to promote integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. As such, the Board requires that the Chief Executive Officer and senior Finance Department personnel adhere to the following ethical principles and accept the obligation to foster a culture throughout the Company as a whole that ensures the accurate and timely reporting of the Company’s financial results and condition.

Because of this special role, we require that the Chief Executive Officer, Chief Financial Officer, Corporate Controller and any other persons performing similar functions (“Senior Financial Employees”):

• Act with honesty and integrity and use due care and diligence in performing his/her responsibilities to the Company.
• Avoid situations that represent actual or apparent conflicts of interest with his/her responsibilities to Company, and disclose promptly to the Nominating and Corporate Governance Committee, any transaction or personal or professional relationship that reasonably could be expected to give rise to such an actual or apparent conflict. Without limiting the foregoing, and for the sake of avoiding an implication of impropriety, Senior Financial Employees shall not:
• Accept any material gift or other gratuitous benefit from a supplier or vendor of products or services, including professional services, to the

  Company (this prohibition is not intended to preclude ordinary and proper entertainment or similar social events with third parties, as explained in Section 9);

• Except with the approval of the disinterested members of the Board, directly invest in any privately-held company that is a customer, partner or vendor of the Company where the Senior Financial Employee, either directly or through people in his/her chain of command, has responsibility or ability to affect or implement the Company’s relationship with the other company; or
• Maintain more than a passive investment of greater that 1% of the outstanding shares of a public company that is a customer, partner or vendor of the Company.
• Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable, including information for inclusion in the Company’s submissions to governmental agencies or in public statements.
• Comply with applicable laws, rules, and regulations of national, state and local governments, and of any applicable public or private regulatory and listing authorities.
• Achieve responsible use of and control over all assets and resources entrusted to each Senior Financial Employee.

9. Gifts and Entertainment

We understand that extending appropriate business courtesies to third parties is an important part of building and maintain business relationships. However, all employees must be careful to avoid even the appearance of impropriety in giving or receiving gifts and entertainment whether in a commercial context or with government officials. In general, you cannot offer, provide, accept, solicit (or attempt to offer, provide, accept or solicit) any gifts, entertainment, or thing of value, in connection with your service to the Company except in a manner consistent with applicable law, Company policy and customary business practices, such as customary and reasonable meals and entertainment. Gifts and entertainment must not be excessive in value, in cash, susceptible of being construed as a bribe or kickback, or in violation of any laws. A “kickback” is any money, fee, commission, gift, benefit or the like which is given with the intent of attempting to influence the behavior of another.

These principles apply to our transactions everywhere in the world, even if it conflicts with local custom. No employee is permitted to do through a third party that which he or she is prohibited from doing directly. It is also imperative that if you have responsibility for the engagement of any third party acting on the Company’s behalf that you inform them of these requirements and assist them in complying fully. Many countries have laws such as the UK Bribery Act that prohibit both commercial bribery and bribery to government officials. In addition, many countries have laws, such as the United States Foreign Corrupt Practices Act, that make giving anything of value to a government official to obtain or retain business or favorable treatment a criminal act subject to prosecution and conviction. Discuss with your supervisor or our General Counsel any proposed entertainment or gifts if you are uncertain about their appropriateness. For additional information, please see the Company’s Anti-Corruption Policy.

10. Prohibition on Bribery of Government Officials

The offer or payment of a bribe to any government official (including but not limited to any officer, employee or consultant of a government, or government department or agency, officer or employee of a state-owned enterprise, political party or official, candidate for political office, officer or employee of a public international organization, such as the World Health Organization or World Bank, or the spouse or immediate family member of any of the persons mentioned above) (“government official”) is strictly prohibited under the United States Foreign Corrupt Practices Act, the UK Bribery Act of 2010, any many other anticorruption laws.

A "bribe" is an offer of anything of value, even a token gift, that is made to a government official, specifically in exchange for an official act (i.e., any decision or action on any matter before a government official). Subject to certain minor and limited exceptions, government officials are prohibited from soliciting or accepting any favor, discount, entertainment, hospitality, loan, forbearance, or other item having monetary value. Do not engage in any transaction that makes you uncomfortable, or that you think could possibly be construed as improper.

Bribery of a government official is a serious crime, subject to fines and imprisonment. as with gifts and entertainment, no employee may do indirectly through a third party what he or she is prohibited from doing directly. Employees are expected to assist third parties acting on the Company’s behalf in understanding and complying with these laws and policies.

In addition, the Company does not make, directly or indirectly, contributions or payments that could be considered a contribution to a political party or candidate, or to intermediary organizations such as political action committees. However, you are free to exercise your right to make personal political contributions using your own personal funds, within legal limits. You should not make these contributions in a way that might appear to be an endorsement or contribution by the Company. The Company will not reimburse you for any political contribution.

TREAT OTHERS INSIDE AND OUTSIDE OF THE COMPANY FAIRLY AND HONESTLY

11. Antitrust and Competition Laws

We strive to compete vigorously and to gain advantages over our competitors through superior business performance, not through unethical or illegal business practices. Therefore, we strictly comply with the anti-trust and competition laws enacted in all jurisdictions where we operate.

While anti-competition laws are complex, they generally forbid formal or informal arrangements that may restrain trade.

Special Note regarding Antitrust Laws

Antitrust laws are designed to protect customers and the competitive process. These laws generally prohibit the Company from establishing:

• Price fixing arrangements with competitors or resellers;
• Arrangements with competitors to share pricing information or other competitive marketing information, or to allocate markets or customers;
• Agreements with competitors or customers to boycott particular suppliers, customers or competitors; or
• A monopoly or attempted monopoly through anticompetitive conduct.

Some kinds of information, such as pricing, production and inventory, should never be exchanged with competitors, regardless of how innocent or casual the exchange may be, because even where no formal arrangement exists, merely exchanging information can create the appearance of an improper arrangement.

Noncompliance with the antitrust and competition laws can have severe consequences for you and the Company, including long and costly investigations and lawsuits, substantial fines or damages, and negative publicity. Understanding the requirements of antitrust and unfair competition laws of the jurisdictions where we do business can be difficult, and you are urged to seek assistance from your supervisor or our General Counsel whenever you have a question relating to these laws.

12. Fair Dealing

You are expected to deal fairly and honestly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your duties to the Company. The making of false or misleading statements about our competitors is prohibited by this Code, inconsistent with our reputation for integrity and harmful to our business. You may not take engage in unfair business practice toward our customers, partners, suppliers, competitors, the public or any third party. No employee may through improper means acquire proprietary information from others, possess trade secret information or induce disclosure of confidential information from past or present employees of other companies. If you have obtained information of this variety by mistake, or if you have any questions about the legality of future actions, consult your supervisor immediately.

Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on typical commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.

Employees involved in sales have a special responsibility to abide by all Company policies regarding selling activities, including Company policies relevant to revenue recognition.

13. Confidentiality

We depend upon our confidential information, and rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect it. Confidential information includes, but is not limited to, business, marketing, product and service plans, business and pricing strategies, financial information, forecasts, product architecture, source codes, engineering ideas, designs, databases, personnel information, and customer and supplier lists and data, all of which is more fully described in the employee invention assignment and confidentiality agreement or the employment agreement that you signed when you joined the Company, and similar types of information provided to us by our customers, suppliers, business partners or other third parties. We cannot protect our confidential information without your help. Anyone who has had access to confidential Company information must keep it confidential at all times, both while working for the Company and after employment ends.

You must not share confidential Company information, or any confidential information of a customer, supplier, service provider, business partner or other third parties, with anyone who has not been authorized to receive it, except when disclosure is authorized or legally mandated. Unauthorized use or distribution of this information is extremely serious; it would violate the terms and conditions of your employment and it could be illegal and result in civil liability or criminal penalties. It would also violate our trust in you, and our customers’ trust in us.

You must take precautions to prevent unauthorized disclosure of confidential information. Accordingly, you should also take steps to ensure that business-related paperwork and documents are produced, copied, faxed, filed, stored and discarded by means designed to minimize the risk that unauthorized persons might obtain access to confidential information. You should not discuss sensitive matters or confidential information in public places, and you should avoid discussing confidential information on cellular phones to the extent practicable.

You are required to observe the provisions of any other specific policy regarding data protection, privacy and confidential information that the Company may adopt from time to time, as well as any applicable laws relating to data protection and privacy. If you become aware of any instance of inappropriate handling of information or data or any security breach, please report it immediately, according to the process described in Section 18.

14. Protection and Proper Use of Company Assets

All employees and officers are expected to protect the Company’s assets and ensure their efficient use for legitimate business purposes. Theft, carelessness and waste have a direct impact on our profitability. Company property, such as computer equipment, buildings, furniture and furnishings, office supplies, products and inventories, should be used only for activities related to your employment. Any misuse or suspected misuse of our assets should be immediately reported, according to the procedures described in Section 18.

15. Media Contacts and Public Communications

It is our policy to disclose material information concerning the Company to the public only in accordance with our Corporate Communications Policy in order to avoid inappropriate publicity and to ensure that all such information is communicated in a way that is reasonably designed to provide broad, non-exclusionary distribution of information to the public. Only those individuals designated as official spokespersons in our Corporate Communications Policy may address questions regarding financial matters. Please see our Corporate Communications Policy for additional information.

16. Commitment to a Diverse Workforce

In keeping with our commitment to the communities in which we do business, the Company requires that all employees comply with all applicable discrimination, harassment and retaliation laws and regulations. The Company is committed to maintaining mutual respect and dignity in the workplace and expects that both employees and third parties providing services to the Company adhere to all applicable laws and ensuring a lawful and respectful environment.

ADMINISTRATIVE MATTERS

17. Amendment and Waiver

Any amendment or waiver of this Code must be in writing and must be authorized by our Board of Directors or a committee thereof. Any such amendment or waiver that applies to one of the Company’s executive officers may be publicly disclosed if required by applicable laws, rules and regulations.

18. Compliance Standards and Procedures Compliance

Resources; Clarifying Questions

The Company has an obligation to promote ethical behavior. Accordingly, every employee must become familiar with this Code and applicable Company policies and regulations. However, you may encounter situations where you are unsure of the right course of action. When you have a question about this Code, Company policies or a specific situation, you are encouraged to talk to your supervisor, managers, the General Counsel or any other appropriate personnel. When in doubt about the application of any provision of this Code or anytime you have a question, your most immediate resource is your supervisor. He or she may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor with your question. In these instances, you should feel free to direct your question to our General Counsel at compliance@marinsoftware.com or by mail to the General Counsel at 123 Mission Street, 27th Floor, San Francisco, CA 94150.

Compliance Resources: Reporting Possible Violations

In contrast to a question, if you are aware of a suspected or actual violation of this Code, you should report it, according to the following reporting procedures:

1. Immediately bring it to the attention of your local supervisor, or another appropriate member of local management.
2. If you are not comfortable reporting to your local supervisor or local management, or you have already done so but are not satisfied with the response, depending on the nature of your concern, you may be able to report it through the compliance helpline using the following phone number or web address set forth below. The compliance helpline is a 24/7 hotline administered by a third-party agency, not the Company.
   
   

   · Hotline Phone Number: 855-214-1484

   · Web Intake Site: www.marinsoftware.ethicspoint.com

   The manner in which reports can be made varies from country to country. The compliance helpline will give you further instructions on how and to whom to report your particular concern. If it turns out that you are calling about a matter which should be handled locally in accordance with local legal requirements, the Compliance Helpline will direct you back to local management.

3. If your report is related to financial, accounting, auditing issues, or banking or financial crimes, you may send your report directly to the Chairperson of the Audit Committee, by email auditchair@marinsoftware.com or mailing to the Chairperson of the Audit Committee, care of Marin Software, at 123 Mission Street, 27th Floor, San Francisco, CA 94105, or the General Counsel, by emailing compliance@marinsoftware.com or mailing to the General Counsel, 123 Mission Street, 27th Floor, San Francisco, CA 94105.
4. If your report is related to prevention of bribery and corruption, antitrust and competition law issues, you may send your report directly to the Nominating and Corporate Governance Committee, by email nomcorpgovchair@marinsoftware.com or mailing to the Chairperson of the Nominating and Corporate Governance Committee, care of Marin Software, 123 Mission Street, 27th Floor, San Francisco, CA 94040, or the General Counsel, by emailing compliance@marinsoftware.com or mailing the General Counsel, 123 Mission Street, 27th Floor, San Francisco, CA 94105.

You are encouraged to share your identity when you report, rather than report anonymously. This will help the Company conduct the most thorough investigation possible. However, if you are uncomfortable identifying yourself, you may report anonymously. If concerns or complaints require confidentiality, including maintaining the anonymity of the reporter, then this confidentiality and anonymity will be protected to the extent practicable, subject to applicable law, regulation or legal proceedings. Failure to report noncompliance with the law, regulatory requirements or Company policies or procedures, could result in disciplinary action and/or potential legal action for both you and the Company.

You should raise questions or report potential violations of this Code in good faith without any fear of retaliation in any form – it is our policy not to retaliate in such circumstances and your local employer may take prompt disciplinary action consistent with applicable law, up to and including termination of employment for cause, against any employee who retaliates against you.

Supervisors should promptly report any complaints or observations of Code violations to our General Counsel, in accordance with local policies and the channels described above. Our General Counsel or his/her designee, where the matter should be reported and investigated locally, will investigate possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances.

If the investigation indicates that a violation of this Code has occurred, your local employer will take such action as it believes to be appropriate under the circumstances. If it is determined that an employee is responsible for a Code violation, he or she may be subject to disciplinary action up to, and including, termination of employment for cause and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

19. Fundamental Principles

This Code is a statement of fundamental principles, policies and procedures that govern the Company’s employees in the conduct of Company business.

20. Administration of this Code

Our Nominating and Corporate Governance Committee is responsible for reviewing this Code as set forth in such committee’s charter. It may request reports from our executive officers about the implementation of this Code and take any other steps in connection with that implementation as it deems necessary. Our Nominating and Corporate Governance Committee will have the authority to amend this Code and procedures associated with this Code at its discretion.