DEX DIRECTORY DOWNLOAD END USER LICENSE AGREEMENT

Last Updated February 23, 2010

THIS SOFTWARE IS LICENSED, NOT SOLD. BY INSTALLING, COPYING OR OTHERWISE USING THE PROGRAM (DEFINED BELOW), YOU (THE "END USER") AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL, COPY OR USE THE PROGRAM.

The Dex Directory Download software program, and all files that "patch," update, or otherwise modify the software program, as well as all printed materials and electronic documentation (the "Manual"), together with any and all copies and derivative works of such software program and Manual (collectively, the "Program") is the copyrighted work of Dex Media, Inc. and R.H. Donnelley Inc. (collectively, "Dex One" "we" or "us"). Any and all uses of the Program are governed by the terms of this End User License Agreement (the "License Agreement" or "Agreement"). The Program is distributed solely for use by authorized end users according to the terms of this License Agreement. Any use, reproduction, modification or distribution of the Program not expressly authorized by the terms of this License Agreement is expressly prohibited.

1. GRANT OF A LIMITED USE LICENSE. Subject to your agreement to and continuing compliance with this License Agreement, Dex One hereby grants, and you hereby accept, a limited, non-transferable, non-sublicensable, nonexclusive license to (a) install the Program on one or more computers owned by you or under your legitimate control, and (b) use the Program for non-commercial reference purposes only. The license granted to you is subject to the limitations set forth herein, including without limitation the following: you agree that you will not, under any circumstances:

a. In whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Program; provided, however, that you may make one (1) copy of the Program and the Manuals for archival purposes only;

b. Exploit the Program or any of its parts, for any commercial purpose;

c. Modify or cause to be modified any files that are a part of the Program in any way not expressly authorized by Dex One;

d. Attempt to sell, sublicense, rent, lease, grant a security interest in or otherwise transfer any copy of the Program or your rights to the Program to any other entity; or

e. Use the Program for direct-mail, telemarketing, or the provision of directory assistance services.

2. PROPERTY RIGHTS. End User acknowledges that the Program and the databases and graphics accessed and displayed by the Program (collectively, the "Directory Product") are and shall remain, the exclusive property of Dex One and its licensors, and that the End User has no rights in the Directory Product other than as set forth herein. The Directory Product may not be sold, duplicated, transferred or in any other manner commercially exploited. You acknowledge that the Program contains search and retrieval software owned by Innovectra Corporation and licensed to Dex One (the "Innovectra Software"), and you agree that the restrictions set forth herein apply to the whole Program, including without limitation the Innovectra Software. You also acknowledge the disclaimer of warranties, limitation of liability and indemnity provisions apply to Dex One's licensors including, but not limited to, Innovectra Corporation and its affiliates. You further acknowledge and agree that Innovectra Corporation may assert its rights in and to the Innovectra Software directly against you, the End User.

3. DISCLAIMER OF WARRANTIES. THE PROGRAM AND THE DIRECTORY PRODUCT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. DEX ONE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OR THE DIRECTORY PRODUCT IN TERMS OF THEIR ACCURACY, RELIABILITY OR CURRENTNESS. END USER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE DIRECTORY PRODUCT. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations may not apply to you.

4. LIMITATION OF LIABILITY, INDEMNITY. NEITHER DEX ONE NOR ITS PARENT, SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE PROGRAM OR ANY USE OF THE DIRECTORY PRODUCT, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL DEX ONE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. Without limiting the foregoing, in no event shall Dex One's liability, whether arising in contract, tort, strict liability or otherwise, exceed (in the aggregate) the total fees paid by you to Dex One during the six (6) months immediately prior to the time such claim arose. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD DEX ONE HARMLESS FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, INJURY, DAMAGE, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY DEX ONE ARISING OUT OF OR FROM YOUR USE OF THE DIRECTORY PRODUCT. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you

5. EQUITABLE REMEDIES. You hereby agree that Dex One would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore you agree that Dex One shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as Dex One may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

6. TERMINATION. This License Agreement is effective until terminated. You may terminate this License Agreement at any time by deleting all copies of the Program in your possession or control. Dex One may terminate this Agreement at any time for any reason or no reason. Upon termination, all licenses granted herein shall immediately terminate and you must promptly delete and/or destroy, as applicable, all copies of the Program in your possession or control.

7. MISCELLANEOUS. This License Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements, provided, however, that this Agreement shall coexist with, and shall not supersede, the Terms of Use applicable to the Dex One website. To the extent that the provisions of this Agreement conflict with the provisions of the Terms of Use, the conflicting provisions in the Terms of Use shall govern. All provisions of this License Agreement which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability. If any provision of this Agreement is found to be unenforceable, that provision shall be severed and the remainder of the Agreement shall be given full force and effect.

I hereby acknowledge that I have read and understand the foregoing License Agreement and agree that by clicking "Accept" or installing the Program I am acknowledging my agreement to be bound by the terms and conditions of this License Agreement.

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