Sample Application License

WHITEPAGES, INC. SAMPLE APPLICATION LICENSE

The following license (the "License") sets forth the standard terms pursuant to which the sample applications (the "Applications") are made available to you by WhitePages, Inc. (the "Company"). By downloading any of the Applications, you acknowledge that you have read, understood, and agree to be bound to, the terms of this License. If you do not agree to comply with this License, you have no right to download and use the Applications.

LICENSE GRANT. Under and subject to the terms of this License, the Company grants you a revocable, non-exclusive license to download, use, reproduce, modify, create derivative works based on, publish and distribute the Applications (or derivative works based on the Applications); provided that you maintain any copyright notices included in the Applications.

To the extent that the WhitePages Pro API (the "API") is incorporated into the Applications, the Company also grants you a revocable, non-exclusive license to use, reproduce, publish and distribute the unmodified API in connection with your use, reproduction, modification, creation of derivative works based on, publication and/or distribution of the Applications (or derivative works based on the Applications).

Also, under and subject to the terms of this License, the Company grants you a license to use the data provided by the Applications for your own personal use. You may not: (i) publish, offer, sell, license, transmit, distribute, reproduce, or modify the data in any manner; (ii) retain or store any data in bulk for any reason; (iii) aggregate retained or stored data for any reason; (iv) use the data for marketing purposes; (v) use the data in any manner related to credit granting, credit monitoring, account review, insurance underwriting, employment, or any other purpose covered by the Fair Credit Reporting Act; (vi) use the data as a derivative database to verify, confirm, enhance, audit, update, or development any files, products, or databases owned, licensed, or marketed by other companies; (vii) use the data for the routing of telephone calls; (viii) use the data as part of a CD-ROM disc or other stand-alone product; (ix) use the data in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person; (x) use the data in any manner that exposes the Company to any harm or liability of any nature; and (xi) use the data in violation of any federal, state, or local law, rule, or regulation, whether now existing or enacted in the future.

To the extent that you publish or distribute the Applications (or derivative works based on the Applications), you agree that such publication or distribution shall be conditioned on the recipient’s agreement to terms that protect the Applications, the API and/or the data (as applicable) at least as much as this License.

THIRD PARTY SOFTWARE. The Applications may utilize the software of third parties. In order to use an application that does utilize the software of a third party, you will have to: (i) download third party software and agree to the third-party’s terms of use, or (ii) if the software is included as part of the Application, agree to the third-party’s terms of use as a condition of this License. In particular, the Outlook Contact Finder application utilizes a Microsoft Merge Module, and users of the Outlook Contact Finder do hereby agree to comply with the terms of the Microsoft Visual Studio 2008 Professional Edition and Trial Edition license.

THIRD PARTY API. The Applications may utilize the API of third parties. In order to use an Application that utilizes a third party API, you may have to apply for a developer key for that API and agree to the third-party’s terms of use.

THIRD PARTY WEB SERVICE. The Applications may utilize the services of third parties as provided over the Internet. In order to use an Application that utilizes a third party web service, you must agree to comply with the terms of use for such service. In particular, the Map Integration application makes use of the GeoNames web service.

TERMINATION. The Company may terminate this License, or change, suspend, or discontinue provision of any of the Applications, the API, or the data at any time for any reason.

DISCLAIMER OF WARRANTIES. Your use of the any of the Applications is at your sole risk. The Company provides the Applications on an "as is" and "as available" basis. For purposes of clarification, the Company is under no obligation to make the Applications, the API, or any data available to you nor does it have any obligation to ensure the accuracy or quality of any data. The Company makes no representations and warranties of any kind, whether express, implied, statutory or otherwise, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose, or non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you.

LIMITATION OF LIABLITY. Except to the extent required by applicable law, in no event will the Company be liable to you under any legal theory for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages arising out of this License or the use of the Applications, even if the Company has been advised of the possibility of such damages.

INDEMNIFICATION. You shall indemnify, defend and hold harmless the Company and any of their officers, affiliates, directors, shareholders, employees and agents, from and against any and all loss, costs damage assessments, injuries, expenses (including but not limited to reasonable attorneys’ fees and costs), claims, and liabilities arising out of or incurred due to your use of any of the Applications. You shall not, without the prior written consent of the Company, settle, compromise or consent to the entry of any judgment that could impose any liability or obligation upon the Company. If the Company is threatened with suit or sued by a third party, the Company may seek written assurances from you concerning your promise to indemnify the Company; and failure to provide such assurances may be considered by the Company to be a material breach of this Agreement. The Company will have the right to participate in any defense by you of any indemnified claim, with counsel of the Company’s choice at your expense.

GOVERNING LAW. This License shall be governed and interpreted in accordance with the laws of the State of Washington without regard to its choice of law provisions.