Single Workstation or Personal Computer License Agreement Pro CD, Inc. Compact Disc License / Directory Listing License Please read this license carefully before using the software or accessing the listings contained on the discs. By using the discs and the listings licensed to you, you agree to be bound by the terms of this license. If you do not agree to the terms of this License, promptly return all copies of the software, listings that may have been exported, and the discs to the place where you obtained it. 1 Grant of License. Pro CD, Inc. ("Pro CD") grants you a non-exclusive, non-transferable license to use (I) the application and directory listings contained on the original and any additional discs delivered to you by Pro CD in the future (the "Listings"), and (ii) the User Guide and software originally delivered to you and any further such materials delivered to you by Pro CD in the future (collectively, the "Software"), in each case in compliance with the terms of this License (the Listings and the Software are sometimes collectively referred to in this License as the "Product"), including the right to install and use one copy of the Product on a single personal computer or other single microprocessor-based computer having a CD-ROM drive connected directly to such computer owned or controlled by you. Listings may not be accessed over a network. You may make a single back-up or archival copy of the Product, as long as you restrict use to those purposes and as long as each copy bears the following copyright notice: "Copyright 1992-1996 Pro CD, Inc." You may transfer the Product from one PC to another, as long as you erase the software from the old PC before loading it into the new one. You may not copy the Software or all or any portion of the Listings or reverse-engineer, disassemble, or decompile the Product. 2 Ownership. The Software and the Listings are proprietary products of Pro CD, and are protected under U.S. copyright law and international treaty provisions. All copies of the Software and Listings made by you in accordance with this License shall contain Pro CD's copyright notices. All intellectual property rights in and to the Software and Listings are retained by Pro CD. Without limiting the foregoing, you acknowledge that (a) neither the Software and the Listings nor your rights and obligations under this License may at any time be sublicensed, assigned or transferred, in whole or in part, to any third party, (b) you may not distribute, rent, sublicense, or lease the Software or the Listings in whole or in part to any third party, and (c) you will not make the Software or Listings available in whole or in part to any other user in any networked or time-sharing environment, or transfer the Listings in whole or in part to any computer other than the PC used to access the Listings. You further agree that you will not make any copy of the Software or Listings or any portion or derivative work thereof and sell, license, rent, loan, lease, or distribute the same to any third party. 3 Term. This License is effective upon receipt by you of the Product and shall continue until terminated. You may terminate this License at any time by returning all copies of the Product, and any portions thereof, to Pro CD. Pro CD may terminate this License immediately and without prior notice if you breach any term of this License. You will erase all memory resident copies of the Product and return all existing copies of the Software and the Listings, and any portions thereof, to Pro CD on termination of this License, or destroy the same and certify in writing to Pro CD that you have done so. 4 Limited Warranty. Pro CD warrants that the disc(s) on which the Product is furnished shall, for a period of 90 days from delivery (the "Warranty Period") be free, in normal use, from defects in material and workmanship. Pro CD will have no responsibility to replace any disc(s) that have been damaged by accident, abuse or misapplication. If, during the Warranty Period, a defect in the disc(s) appears, you may return the disc(s) and User Guide to Pro CD for either replacement or, if so elected by Pro CD, refund of your purchase price. Pro CD does not warrant the completeness or accuracy of any information contained in the Listings, or that the use of the Software will meet your needs or that its use will be uninterrupted or error free. The foregoing constitutes your sole and exclusive remedy for breach by Pro CD of any warranties (express or implied) made under this License. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PRODUCT IS LICENSED "AS IS," AND PRO CD DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO PRO CD DEALER, DISTRIBUTOR, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE FOREGOING WARRANTY. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations and exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights, which vary from state to state. Pro CD may, from time to time, revise or update the Software including user documentation, and in so doing, incurs no obligation to furnish such revisions or updates to the customer. To the extent that any of the Software and Listings require current data to operate according to the user documentation, if the customer does not obtain and install any necessary current data, Pro CD shall have no further obligation. 5 Limitation of Liability. Pro CD's cumulative liability to you and all other parties for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this License shall not exceed the license fee paid by you for the use of the Product. Pro CD shall not be liable for (a) any loss of use of your computer or loss or corruption of data or the costs of system or data recovery, (b) any third party claims, or (c) for any indirect, special, punitive, exemplary, incidental or consequential damages or lost profits, whether based on contract, negligence, strict liability or otherwise, even if Pro CD has been advised of the possibility of such damages. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. 6 U.S. Government Licenses. The Product and the Listings are provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in Subparagraph 252.227-7013(c)(1)(ii) (Rights in Technical Data and Computer Software) of the Department of Defense Federal Acquisition Regulations Supplement or Subparagraphs 52.227-19(c)(1) and (c)(2) (Commercial Computer Software - Restricted Rights) of Title 48 of the Code of Federal Regulations, as applicable. Contractor/manufacturer is Pro CD, Inc., 222 Rosewood Drive, Danvers, MA 01923. 7 Governing Law. This License shall be governed by the internal laws of the Commonwealth of Massachusetts, as applied to agreements entered into and to be performed entirely within Massachusetts between Massachusetts residents. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect. 8 Use of the Product. You agree to use the Product, including the Listings, in accordance with local, state, and federal laws, which may limit your use of the Product, including the Listings, for certain applications such as direct marketing, telemarketing and other uses. 9 FEDERAL AND STATE LAW MAY IMPOSE RESTRICTIONS ON THE ABILITY TO SOLICIT BY TELEPHONE OR FACSIMILE. LAWS VARY FROM JURISDICTION TO JURISDICTION. A VIOLATION OF SUCH LAWS MAY RESULT IN SIGNIFICANT PENALTIES AND OTHER SANCTIONS. ANY PERSON INTENDING TO USE PRO CD PRODUCTS FOR SOLICITATION PURPOSES SHOULD CONSULT WITH THEIR OWN COUNSEL TO DETERMINE THE EXTENT, IF ANY, OF PERMISSIBLE SOLICITATION ACTIVITIES. 10 Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Product, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in documented writing and signed by a duly authorized representative of Pro CD. Copyright © 1992-1996 Pro CD Inc. All rights reserved. Pro CD, Pro CD Internet Directory, Select Phone, Select Phone Deluxe, Select Phone for Networks, Canada Phone, Home and Business Phone, Pro CD Fax Book, Home Phone, Business Phone, Free Phone, Canada Home Phone, Canada Business Phone, Select Street Atlas, ZIPFix, List Match, Web Phone, Direct Phone, Net Phone, the Pro CD logo, and the ProPhone logo are trademarks of Pro CD, Inc. ProPhone, ProCD, The National Telephone Directory on CD-ROM, and The New Media Telephone Book are registered trademarks of Pro CD, Inc. All other product names are trademarks of their respective companies. Use of the listings contained in this product are subject to the terms and conditions of the enclosed license agreement. Trademark Notices: ZIP Code and ZIP+4 are registered trademarks of the U.S. Postal Service.