Directors, officers and employees (collectively and individually, our Representatives) of WorldGate Communications, Inc. (WorldGate or the Company) on a daily basis talk to and work with a variety of individuals and groups - customers, partners, competitors, co-workers, shareholders, vendors, government and regulatory agencies, and members of the communities in which we work. WorldGate Representatives are committed to treating each group in a respectful and ethical manner, and in compliance with the regulatory requirements that govern publicly - traded companies.

The Company's Code of Conduct specifies standards for our conduct, along with state and federal laws and regulations governing publicly - traded entities, and businesses involved in international trade. Regulations applicable to the Company include those enforced by the Federal Communications Commission, the Department of Labor, the European Union, the Federal Trade Commission, NASDAQ, the Occupational Safety and Health Administration, and the Securities and Exchange Commission.

Our Responsibilities:

• Representatives are expected to read and understand this Code of Conduct,
• To uphold these standards in daily activities,
• To take personal responsibility for compliance with all applicable Company policies and procedures, and
• To comply with the letter and the spirit of applicable federal and state laws and regulations governing WorldGate, whether or not specifically addressed within this Code.

A failure to read and/or acknowledge the Code of Conduct does not exempt any Representative from his/her responsibility to comply with the Code of Conduct, applicable laws, regulations, and Company policies and procedures related to his/her job or position with WorldGate.

I. Compliance with Laws and Regulations: Representatives must comply with all applicable laws, regulations, rules and regulatory orders applicable in the country, state and local jurisdictions where business is conducted, including employment laws, securities laws, antitrust laws and fair competition laws.

II. Foreign Corrupt Practices Act of 1977 ("FCPA"): Representatives are expected to comply fully with this federal act prohibiting corrupt payments or the giving of anything of value (including offering or promising such payments) to foreign officials, public international organization officials, foreign political party officials or candidates for such offices for the purpose of obtaining or keeping private or public business.

III. Environmental Laws: Representatives are expected to comply fully with the spirit as well as the letter of all-environmental laws and regulations that protect our natural resources.

IV Electronic Device Laws: WorldGate's products and technologies are developed and managed to meet the expectations of our customers and partners for high quality and exceptional service. The Company expects its Representatives to comply fully with all applicable federal, state and foreign electronic device laws and any regulations issued under those laws.

V. Prohibited Foreign Economic Boycotts: It is a policy of the Company to strictly comply with U.S. laws pertaining to activities associated with prohibited foreign economic boycotts.

VI Conflicts of Interest: Each representative has a responsibility to the Company, its shareholders and each other to perform his or her duties in pursuit of the Company's best interests and to refrain from letting personal interests influence, or appear to influence, business activities.

VII Corporate Opportunities: Representatives may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing, and such opportunity is explicitly declined by the Company's Chief Executive Officer to whom such opportunity is disclosed or by the Board of Directors, as applicable. The fact that a particular business opportunity is closely related to an existing line of business of the Company or represents a desirable avenue of expansion of Company activities is a strong indication that the Company might be interested in the opportunity. Representatives owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

VIII Confidential Information and Intellectual Property: Representatives are to comply with the laws and regulations that govern the rights to and protection of our own and others' copyrights, trademarks, patents, trade secrets, and other forms of intellectual property.

IX Financial Statements and Public Disclosures: The Company's Chief Executive Officer, Chief Financial Officer, and the Board of Directors are committed to fairly presenting its financial information in conformity with generally accepted accounting principles (GAAP). This financial information serves as the basis for managing the Company's business, measuring and fulfilling Company obligations, and complying with tax and financial reporting requirements. The Company endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public disclosures and communications made by the Company. Representatives, especially those involved within the Company's accounting department, are to comply with state and federal laws, regulations, and Company policies to ensure the Company provides full, fair, accurate, timely and understandable disclosure. All Representatives are expected to report what they believe in good faith to be a violation of law or Company policy, whether accidental or deliberate, to their immediate supervisor, department manager, Chief Legal Officer, the Chief Executive Officer, or the Board of Directors Audit Committee Chair. Representatives should also report any (1) concerns that they may have regarding deficiencies in the Company's internal controls which could adversely affect the Company's ability to record, process, summarize, and report financial data, or (2) any fraud, whether or not material, that involves any Representative that has a significant role in the Company's financial reporting, disclosures or internal controls. Representatives may make a report anonymously and confidentially through the Company Hotline, a dedicated, toll-free phone line operated by an external third party that is available 24 hours a day, 7 days a week, 365 days a year.

X Securities Laws and Insider Trading: It is against Company policy for any individual to profit from material undisclosed information relating to the Company or any company with which the Company does business. Material inside information is defined as facts that have not been disclosed to the public that would influence a reasonable investor's decision to buy or sell a company's stock or other securities. Also, if a Representative has inside or unpublished knowledge about any of the Company's public-company suppliers, customers or any other public company that the Company does business with, he or she may not purchase or sell securities of those companies or tip others to do so.

XI Antitrust Laws: The Company is committed to obeying both the letter and the spirit of the many laws designed to encourage and protect free and fair competition. These laws require that decisions be made and activities undertaken without any agreement or coordination with competitors. Accordingly, Representatives must take great care to avoid any communications with the Company's competitors with respect to these types of matters.

XII Political Activity: It is the Company's policy to comply with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company's funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Company's Executive Management and, if required, the Board of Directors. If Representatives engage in personal political activity on their own time, they must take particular care not to imply that they are acting on behalf of the Company. The Company reserves the right to communicate its position on important issues to elected representatives and other government officials.

XIII Discrimination and Sexual Harassment: The Company believes fair and equitable treatment of people is critical in its recruitment, hiring, training, promotion, and discipline of Representatives. It is the policy of the Company to treat it employees, suppliers and customers without regard to the gender, race, ethnicity, sexual orientation, physical or mental disability, age, marital status, religion, veteran status or national origin of such person, or any other classification prohibited by law. No form of harassment or unlawful discrimination against anyone on the basis of gender, race, ethnicity, sexual orientation, marital status, physical or mental disability, age, pregnancy, religion, veteran status, national origin or any other legally protected status will be tolerated. This includes any demeaning, insulting, embarrassing or intimidating behavior directed at an individual on the basis of any of the foregoing. We take allegations of unlawful discrimination seriously and address all such concerns that are raised regarding this policy.

XIV Safety and Health: A safe and clean work environment is important to the well-being of all WorldGate Representatives. All Representatives are to comply with applicable safety and health regulations and appropriate practices; as well as monitor each other to ensure safe procedures are employed in the workplace at all times.

XV Unauthorized Commissions and Similar Payments: It is Company policy to obtain business only by use of sales and marketing programs that have been formally approved in full accordance with Company procedures. The making of unauthorized concessions or the giving of unauthorized commissions, rebates, bribes, bonuses or other payments to obtain or retain a private or governmental customer's business or for any other purpose is strictly against Company policy.

XVI Advertising Standards: It is Company policy to advertise, promote and label its products in a factual and informative manner. In addition, all such communications must be consistent with the requirements of the appropriate federal and state agencies, including the Federal Trade Commission. The Company's publicly disseminated material must not be false, misleading or deceptive.

XVII False Reporting and the Submission of False Claims to Government Agencies: The Company's policy is to assure that information it provides to government agencies, whether orally or in writing, is truthful, accurate and complete, and that no false claims are submitted to any federal or state agency. The Company and its Representatives must adhere to this policy.

XVIII No Contractual Rights: All statements contained in this Code are intended to reflect general policies, principles, and procedures, do not represent contractual commitments on the part of the Company and may be changed at any time. Without limiting the generality of the foregoing, nothing in this Code should be construed as providing any additional employment rights, employment contracts or terms of employment to any person.

XIX Dissemination and Compliance Certification: Current versions of the Code are distributed periodically to all Representatives of the Company. Failure to read and/or acknowledge the Code of Conduct does not exempt a Representative from his/her responsibility to comply with the Code of Conduct, applicable laws, regulations, and all Company policies and guidelines that are related to his/her job or positions with the Company.

XX Routine Monitoring: Compliance with the Code is, first and foremost, the individual responsibility of every Representative. The Company seeks to foster an environment in which ethical issues and concerns may be raised and discussed with supervisors or others without fear of retribution. Managers and supervisors have key roles in assuring employee compliance with the Code and remaining accessible and open to discuss employee ethical concerns. All management-level Representatives are expected to demonstrate their personal commitment to the Company's standards of conduct and to manage themselves and their Representatives accordingly.

XXI Certifications. The Company will require an annual Code of Conduct Certification from all Representatives and others who may be designated because of the nature of their work, stating that they have complied with the Code, brought it to the attention of everyone under their supervision whose acts or failures to act could contribute to a violation of policy, and know of no violations that have not been disclosed.

XXII Waivers: Any waiver of any provision of this Code for the Executive Management of the Company must be approved in writing by the Board of Directors and promptly disclosed to shareholders. Any waiver of any provision of this Code with respect to any other employee, agent or contractor must be approved in writing by the Company's Executive Management.

XXIII Penalties for Violations of the Code: The matters covered in this Code are important to the Company, its shareholders and its business partners. We expect all Representatives to adhere to these policies in carrying out their duties for the Company. Appropriate action will be taken against anyone whose actions are found to violate these policies. No improper or illegal behavior will be justified by a claim that it was ordered by someone of higher authority. No one, regardless of position, is authorized to direct another Representative to commit a wrongful act. Any Representative who directs, approves or condones infractions, or has knowledge of them and does not act promptly to report and correct them in accordance with this Code, will also be subject to disciplinary action. It is each Representative's responsibility to resolve with the Company's Executive Management and Board of Directors, as appropriate, any potential conflicts.

XXIV Reporting of Illegal and Unethical Behavior: Representatives are expected to report what they believe in good faith to be a violation of law or Company policy, whether accidental or deliberate, to their immediate supervisor. If the reporting individual is not satisfied with the supervisor's response or requires an alternative means of reporting a violation, he or she may report the matter directly to the Company's Executive Management or to the Audit Committee of the Board of Directors, through the Company's Hotline, by dialing 1-866-439-6806. The Company Hotline is a dedicated, toll-free phone line that is available 24 hours a day, 7 days a week, 365 days a year. It is operated by an external third-party vendor that is equipped to take the calls, in confidence, and report employee concerns to the Audit Committee of the Board of Director and the Company's Chief Legal Officer for appropriate action. Phone calls to the Hotline may be made anonymously.

XXV Vendors, suppliers, shareholders or other interested parties may also report what they believe in good faith to be a violation of law, regulation or Company policy to the company, in confidence, via the Company's Hotline; or may contact an Executive member of Management at hotline@wgate.com (using this email address does allow for autonomy nor confidentiality; if you want to remain anonymous please use the Company's Hotline for that purpose).

XXVI Allegations will be investigated promptly by the Company's Executive Management or Audit Committee representatives per its investigative policies and procedures, and, if appropriate, reported to authorities. In order to facilitate implementation of this Code, Representatives have a duty to cooperate with the investigation process and to maintain the confidentiality of investigative information unless specifically authorized to disclose such information.

XXVII Prohibition against Acts of Retaliation and Retribution: WorldGate does not tolerate any retribution or retaliation taken against any employee who has, in good faith, sought out advice or has reported questionable behavior and/or a possible violation of laws that govern the company. However, if any employee makes a knowingly false report of questionable behavior and/or a possible violation for the purpose of harming another individual, that employee will be subject to disciplinary action.