5G Network Sites

For Individuals and Commercial Entities

Definitions. As used herein the following definitions shall apply:

“Agreement” means this Premises Website Services Agreement between 5G Network Sites and Premises End User. “5G Frequencies” means those frequencies licensed by the Federal Communications Commission to utilize 5G technology, including the High Band (28 GHz, 37 GHz, 39 GHz, and 47GHz), the Mid-Band (2.5GHz, 3.5GHz, and 3.7-4.2 GHz), the Low-Band (600 MHz, 800 MHz and 900 MHz) as well as certain “unlicensed” frequencies in the 6GHz and 95GHz bands.

“5G Mobile Network Carrier” means a mobile telephone and data telecommunications carrier licensed by the Federal Communications Commission to utilize 5G Frequencies.

“5G Mobile Network Carrier Agreement” means an agreement between a 5G Mobile Network Carrier and 5G Network Sites concerning use of the Website to access Premises End User Data and additional content provided by 5G Network Sites.

“5G Network Sites” means 5G Network Sites LLC, a North Carolina limited liability company whose address is 22 Glenwood Avenue, Suite 11B, Raleigh, NC 27603.

“5G Network Site Data” means any data stored on the Website and associated databases, including all analytic data and documentation.

“Force Majeure” means any event or happening beyond the reasonable control of 5G Network Sites, including, but not limited to, acts of God; acts of civil or military authority; acts of a public enemy; war; severe weather, earthquakes, or floods; fires or explosions; governmental action or regulation; epidemics, strikes, lockouts, or other work interruptions or labor shortages; supplier shortages; power failures, transmission failures in third party telecommunications networks utilized by 5G Network Sites; transportation and delivery delays; blocked access rights; or, damage to the Premises or Small Cell Antennas cause by Premises End User, it employees and agents.

“Premises” means real property owned by Premises End User.

“Premises Arrangements” means arrangements between a Premises End User and a 5G Mobile Carrier or its affiliate or agent for use of the Premises for placement of a Small Cell Antenna.

“Premises End User” means you, the individual or commercial owner of Premises identified by you pursuant to this Website Services Agreement.

“Premises End User Data” means the data concerning Premises End User and the Premises entered by Premises End User on the Website, which data will include at a minimum: property owner name, email address, phone number, date registered, property type, property address, vacancy status, height of structure, and distance from power source, as well as other data useful to 5G Mobile Network Carriers that may be requested from time to time.

“Premises Arrangements” means arrangements between a Premises End User and a 5G Mobile Carrier or its affiliate or agent for use of the Premises for placement of a Small Cell Antenna.

“Qualified 5G Mobile Network Carrier” means a 5G Mobile Network Carrier which has entered into a 5G Mobile Network Carrier Agreement.

“Services” or “Software as a Service” or “SaaS” means the online data base and related services provided to Premises End User by 5G Network Sites via the Website including: (i) providing a repository of Premises End User Data that may be accessed by 5G Mobile Network Carriers seeking potential locations for Small Cell Antennas; (ii) providing background information to Premises End Users about the potential of establishing arrangements with 5G Network Carriers pursuant to which Network Carriers may place small cell antennas on Premises End User premises; and (iii) facilitating direct communications between 5G Mobile Network Carriers concerning Premise Arrangements by initiating an email to Premises End User on behalf of the 5G Mobile Network Carrier. The Software as a Service does not include any brokerage or negotiation services.

“Services Fee” shall mean an amount equal to thirty percent (30%) of the amount paid to Premises End User pursuant to each Premises End User Premise Arrangement or any renewal or extension thereof, including without limitation any renewal or extension with a 5G Mobile Network Carrier who was previously a Qualified 5G Mobile Network Carrier which occurs within one-year after the termination of this Agreement or within one year after termination of the agreement between 5G Network Services and a Qualified 5G Mobile Carrier with whom Premises End User entered into a Premises Arrangement.

“Small Cell” means indoor and outdoor telecommunications network design which has a cell size of approximately one mile and may utilize 3G, Wi-fie, 4G and 5G frequencies.

“Small Cell Antenna” means a small device used as a Small Cell transceiver.

“Software” means the computer software which hosts and operates the Website and associated databases.

“Term” shall mean for three (3) years. At the end of each calendar year the term will automatically be extended for one additional year unless within ninety (90) days prior to the end of the current calendar year the Premises End User or 5G Network Sites gives written notice to the other that no extension shall occur, in which case this agreement will terminate upon the termination of the unexpired term.

“Website” means the5G Network Sites internet portal utilizing the following Uniform Resource Locator (“URL”): https://www.5gnetworksites.com.
Undertakings by 5G Network Sites. During the Term, 5G Network Sites will undertake the following:
a. Provide the Services;
b. Make the Website available to participating 5G Mobile Network Carries which sign 5G Mobile Network Carrier Agreements, and which agree to pay the Services Fee;
c. Make the Website available to Premises End User so that Premises End User can enter Premises End User Data;
d. Maintain 99% website uptime as determined on an annual basis except for scheduled maintenance and Force Majeure events, and,
e. Based on Premises End User Data, provide elevation, coordinates and satellite image.
Undertakings by Premises End Users. Premises End User represents, warrants and covenants that:
a. It will enter complete and accurate Premises End User Data on the Website within thirty (30) days after the acceptance of this Website Services Agreement and Premises End User hereby grants the right to 5G Network Sites and 5G Mobile Network Carriers the right to use the Premises End User Data for the purposes of the Website Agreement and establishing a Premises End User Premise Agreement with Premises End User;
b. It will only enter into Premise Arrangements with Qualified 5G Mobile Network Carriers;
c. It will endeavor in good faith and with reasonable diligence and in a timely fashion to establish a mutually agreeable Premises End User Premise Arrangement with a Qualified 5G Mobile Network Carrier;
d. It will provide 5G Network Sites a copy of each Premises End User Premise Agreement entered into by Premises End User within two business days of having entered into such Agreement by attached a PDF copy of such agreement to an email addressed to: info@5GNetworksites.com;
f. It will protect its password to the Website and not provide it to third parties;
g. 5G Network Sites is a third party beneficiary of a Premises End User Premise Agreement solely with respect to the payment of the Services Fee to 5G Network Sites; and,
h. The individual whose email address is associated with the acceptance of this this Agreement has the authority to enter into this Agreement on behalf of the Premises End User.
Ownership. Premises End User agrees that 5G Network Sites retains full title to the Software and Website regardless of the form or media in which the original or copies may exist, that no interest of any kind in said Software or Website is conveyed to Premises End User, and that by accessing and using the Website Premises End User does not become the owner or licensee of the Software or Website. Premises End User further acknowledges that all patent, copyright, trade secret, proprietary and other intellectual property rights in the Software and Website and any modifications and/or derivative works thereof are the sole and exclusive property of 5G Network Sites. Premises End User further acknowledges that the Software and Website, including the code, logic and structure, constitute valuable trade secret rights that belong to 5G Network Sites.
Use Restrictions. Premises End User shall not use the Website or Services for any purposes beyond the scope of the access granted in this Agreement. Premises End User shall not at any time, directly or indirectly, and shall not permit any third party to: (i) copy, modify, or create derivative works of the 5G Network Site Data Services, Software or Website, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the 5G Network Site Data, Services, Software or Website; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the 5G Network Site Data, Services, Software or Website in whole or in part; (iv) remove any proprietary notices from the 5G Network Site Data, Services, Software or Website; or (v) use the Services, Software or Website in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Warranties. 5G NETWORK SITES DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR BE FREE OF HARMFUL COMPONENTS, OR THAT THE DATA STORED WITHIN THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. 5G NETWORK SITES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, INTERNET OUTAGES OR MALFUNCTIONS, VIRUS OR MALWARE ATTACKS, SYSTEM FAILURES OR OTHER INTERRUPTIONS. 5G NETWORK SITES MAKES NO WARRANTY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,PREMISES END USER SHALL NOT RECEIVE ANY WARRANTY, IN EITHER CASE, EXPRESS OR IMPLIED, CONCERNING THE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGMENT, COURSE OF DEALING OR USAGE OF TRADE, ARE EXPRESSLY EXCLUDED.
Limitation Of Liability. ALL LIABILITY OF 5G NETWORK SITES TO PREMISES END USER RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE TERMS OF THIS AGREEMENT. IN NO EVENT SHALL 5G NETWORK SITES BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF 5G NETWORK SITES HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION, DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF SERVICES, LOSS OF DATA, LOSS OF AMOUNTS PAID TO PREMISES END USER PURSUANT TO A PREMISES END USER PREMISE ARRANGEMENT, COST OF RECREATING LOST DATA, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY.
Assignment. Neither this agreement nor any part of shall be assigned, transferred, or sublet by Premises End User without the prior written approval of 5G Network Sites.
Term and Termination. Unless otherwise terminated sooner as provided in this Agreement, and unless email notice of termination is otherwise given by 5G Network Sites to Premises End User, this by 5Gthis Agreement shall continue for the Term. The provisions of Sections 1, 3.d., 3.e., 4, 5, 6, 7, 9 and 10 shall survive termination of this Agreement.
Miscellaneous.
a.Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events of Force Majeure.
b. Governing Law. This Agreement will be governed and construed under the laws of the State of North Carolina without giving effect to the principles of conflicts of law.
c. Severability. If any provisions of this Agreement are deemed to be invalid or unenforceable, the remaining provisions will nevertheless continue in full force and effect.
d. Dispute Resolution. Any controversy, claim or dispute arising out of, in connection with or relating to this Agreement shall be first submitted to mediation, which mediation shall take place in Raleigh, North Carolina, unless another location shall be agreed upon by the Parties. In the event mediation is not successful, then the dispute may be resolved by binding arbitration, to be held in Raleigh, North Carolina by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect as of the day the arbitration demand is made. For the avoidance of confusion, if both Parties wish to submit the arbitration to AAA this is permitted, but not required, and an arbitration tribunal may be used.
e. Collection Action. Notwithstanding subsection (d) immediately above, (A) ) with respect to any uncollected amount due to 5G Network Sites pursuant to Section 3 (e), 5G Network Sites may bring a collection suit in a court resident in Wake County, North Carolina and Premises End User consents to the exclusive jurisdiction of such courts in such matter; and (B) if damages for a breach are not likely to be an adequate remedy, then either Party may bring an injunction proceeding before any court with jurisdiction.

For Municipalities and Governmental Entities

Definitions. As used herein the following definitions shall apply:

“Agreement” means this Premises Website Services Agreement between Municipality End User and 5G Network Sites.

“5G Frequencies” means those frequencies licensed by the Federal Communications Commission to utilize 5G technology, including the High Band (28 GHz, 37 GHz, 39 GHz, and 47GHz), the Mid-Band (2.5GHz, 3.5GHz, and 3.7-4.2 GHz), the Low-Band (600 MHz, 800 MHz and 900 MHz) as well as certain “unlicensed” frequencies in the 6GHz and 95GHz bands.

“5G Mobile Network Carrier” means a mobile telephone and data telecommunications carrier licensed by the Federal Communications Commission to utilize 5G Frequencies.

“5G Mobile Network Carrier Agreement” means an agreement between a 5G Mobile Network Carrier and 5G Network Sites concerning use of the Website to access Municipality End User Data provided Municipality End User and additional content provided by 5G Network Sites.

“5G Network Sites” means 5G Network Sites LLC, a North Carolina limited liability company whose address is 22 Glenwood Avenue, Suite 11B, Raleigh, NC 27603.

“5G Network Site Data” means any data stored on the Website and associated databases, including all analytic data and documentation.

“Force Majeure” means any event or happening beyond the reasonable control of 5G Network Sites, including, but not limited to, acts of God; acts of civil or military authority; acts of a public enemy; war; severe weather, earthquakes, or floods; fires or explosions; governmental action or regulation; epidemics, strikes, lockouts, or other work interruptions or labor shortages; supplier shortages; power failures, transmission failures in third party telecommunications networks utilized by 5G Network Sites; transportation and delivery delays; blocked access rights; or, damage to the Premises or Small Cell Antennas cause Municipality End User , it employees and agents.

“Municipality End User” means the governmental owner of Premises identified Municipality End User pursuant to this Website Services Agreement.

“Municipality End User Data” means the data concerning Municipality End User and one or more Premises entered Municipality End User on the Website, which data will include at a minimum: property owner name, email address, phone number, date registered, property type, property address, vacancy status, height of structure, and distance from power source, as well as other data useful to 5G Mobile Network Carriers that may be requested from time to time.

“Municipality End User Premises Arrangements” means arrangements between a Municipality End User and a 5G Mobile Carrier or its affiliate or agent for use of one or more Premises for placement of a Small Cell Antenna.

“Premises” means real property owned Municipality End User as identified Municipality End User in the Municipality End User Data.

“Qualified 5G Mobile Network Carrier” means a 5G Mobile Network Carrier which has entered into a 5G Mobile Network Carrier Agreement.

“Services” or “Software as a Service” or “SaaS” means the online data base and related services provided to Municipality End User by 5G Network Sites via the Website including: (i) providing a repository of Municipality End User Data that may be accessed by 5G Mobile Network Carriers seeking potential locations for Small Cell Antennas; (ii) providing background information to Municipality End User about the potential of establishing arrangements with 5G Network Carriers pursuant to which Network Carriers may place small cell antennas on Municipality End User premises; and (iii) facilitating direct communications between 5G Mobile Network Carriers concerning Municipality End User Premise Arrangements by initiating an email to Municipality End User on behalf of the 5G Mobile Network Carrier. The Software as a Service does not include any brokerage or negotiation services.

“Services Fee” shall mean an amount equal to twenty percent (20%) of the amount paid to Municipality End User pursuant to an Municipality End User Premise Arrangement or any renewal or extension thereof, including without limitation any renewal or extension with a 5G Mobile Network Carrier who was previously a Qualified 5G Mobile Network Carrier which occurs within one-year after the termination of this Agreement or within one year after termination of the agreement between 5G Network Services and a Qualified 5G Mobile Carrier with whom Municipality entered into a Premises Arrangement.

“Small Cell” means indoor and outdoor telecommunications network design which has a cell size of approximately one mile and may utilize 3G, Wi-fie, 4G and 5G frequencies.

“Small Cell Antenna” means a small device used as a Small Cell transceiver.

“Software” means the computer software which hosts and operates the Website and associated databases.

“Term” shall mean for three (3) years. At the end of each calendar year the term will automatically be extended for one additional year unless within ninety (90) days prior to the end of the current calendar year the Municipality End User or 5G Network Sites gives written notice to the other that no extension shall occur, in which case this agreement will terminate upon the termination of the unexpired term.

“Website” means the 5G Network Sites internet portal utilizing the following Uniform Resource Locator (“URL”): https://www.5gnetworksites.com.
Undertakings by 5G Network Sites. During the Term, 5G Network Sites will undertake the following:
a. Provide the Services;
b. Make the Website available to participating 5G Mobile Network Carries which sign 5G Mobile Network Carrier Agreements, and which agree to pay the Services Fee;
c. Make the Website available to Municipality End User so that Municipality End User can enter Municipality End User Data;
d. Maintain 99% website uptime except for scheduled maintenance and Force Majeure, and,
e. Based on Municipality End User Data, provide elevation, coordinates and satellite image.
Undertakings by Municipality End User. Municipality End User represents, warrants and covenants that:
a. It will enter complete and accurate Municipality End User Data on the Website within thirty (30) days after the acceptance of this Website Services Agreement and Municipality End User hereby grants the right to 5G Network Sites and 5G Mobile Network Carriers the right to use the Municipality End User Data for the purposes of the Website Agreement and establishing an Municipality End User Premise Agreement with Municipality End User;
b. It will enter into Municipality End User Premise Arrangements with Qualified 5G Mobile Network Carriers;
c. It will endeavor in good faith and with reasonable diligence and in a timely fashion to establish a mutually agreeable Municipality End User Premise Arrangement with a Qualified 5G Mobile Network Carrier;
d. It will provide 5G Network Sites a copy of each Municipality End User Premise Agreement entered into Municipality End User within two business days of having entered into such Agreement by attaching a PDF copy of such agreement to an email addressed to: info@5GNetworksites.com;
f. It will protect its password to the Website and not provide it to third parties;
g. 5G Network Sites is a third party beneficiary of an Municipality End User Premise Agreement solely with respect to the payment of the Services Fee to 5G Network Sites; and
h. The individual whose email address is associated with the acceptance of this this Agreement has the authority to enter into this Agreement on behalf of the Municipality End User.
Ownership. Municipality End User agrees that 5G Network Sites retains full title to the Software and Website regardless of the form or media in which the original or copies may exist, that no interest of any kind in said Software or Website is conveyed to Municipality End User, and that by accessing and using the Website Municipality End User does not become the owner or licensee of the Software or Website. Municipality End User further acknowledges that all patent, copyright, trade secret, proprietary and other intellectual property rights in the Software and Website and any modifications and/or derivative works thereof are the sole and exclusive property of 5G Network Sites. Municipality End User further acknowledges that the Software and Website, including the code, logic and structure, constitute valuable trade secret rights that belong to 5G Network Sites.
Use Restrictions. Municipality End User shall not use the Website or Services for any purposes beyond the scope of the access granted in this Agreement. Municipality End User shall not at any time, directly or indirectly, and shall not permit any third party to: (i) copy, modify, or create derivative works of the 5G Network Site Data Services, Software or Website, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the 5G Network Site Data, Services, Software or Website; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the 5G Network Site Data, Services, Software or Website in whole or in part; (iv) remove any proprietary notices from the 5G Network Site Data, Services, Software or Website; or (v) use the Services, Software or Website in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Warranties. 5G NETWORK SITES DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR BE FREE OF HARMFUL COMPONENTS, OR THAT THE DATA STORED WITHIN THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. 5G NETWORK SITES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, INTERNET OUTAGES OR MALFUNCTIONS, VIRUS OR MALWARE ATTACKS, SYSTEM FAILURES OR OTHER INTERRUPTIONS. 5G NETWORK SITES MAKES NO WARRANTY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,MUNICIPALITY END USERSHALL NOT RECEIVE ANY WARRANTY, IN EITHER CASE, EXPRESS OR IMPLIED, CONCERNING THE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGMENT, COURSE OF DEALING OR USAGE OF TRADE, ARE EXPRESSLY EXCLUDED.
Limitation Of Liability. ALL LIABILITY OF 5G NETWORK SITES TO MUNICIPALITY END USERRELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE TERMS OF THIS AGREEMENT. IN NO EVENT SHALL 5G NETWORK SITES BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF 5G NETWORK SITES HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION, DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF SERVICES, LOSS OF DATA, LOSS OF AMOUNTS PAID TO MUNICIPALITY END USERPURSUANT TO AN MUNICIPALITY END USERPREMISE ARRANGEMENT, COST OF RECREATING LOST DATA, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY.
Assignment. Neither this agreement nor any part of shall be assigned, transferred, or sublet Municipality End User without the prior written approval of 5G Network Sites.
Term and Termination. Unless otherwise terminated sooner as provided in this Agreement, and unless email notice of termination is otherwise given by 5G Network Sites to Municipality End User, this by 5Gthis Agreement shall continue for the Term. The provisions of Sections 1, 3.d., 3.e., 4, 5, 6, 7, 9 and 10 shall survive termination of this Agreement.
Miscellaneous. a. Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events of Force Majeure. b. Governing Law. This Agreement will be governed and construed under the laws of the State of North Carolina without giving effect to the principles of conflicts of law. c. Severability. If any provisions of this Agreement are deemed to be invalid or unenforceable, the remaining provisions will nevertheless continue in full force and effect. d. Dispute Resolution. Any controversy, claim or dispute arising out of, in connection with or relating to this Agreement shall be first submitted to mediation, which mediation shall take place in Durham, North Carolina, unless another location shall be agreed upon by the Parties. In the event mediation is not successful, then the dispute may be resolved by binding arbitration, to be held in Raleigh, North Carolina by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect as of the day the arbitration demand is made. For the avoidance of confusion, if both Parties wish to submit the arbitration to AAA this is permitted, but not required, and an arbitration tribunal may be used. e. Collection Action. Notwithstanding subsection (d) immediately above, (A) with respect to any uncollected amount due to 5G Network Sites pursuant to Section 3 (e), 5G Network Sites may bring a collection suit in a court resident in Wake County, North Carolina and Municipality End User consents to the exclusive jurisdiction of such courts in such matter; and (B) if damages for a breach are not likely to be an adequate remedy, then either Party may bring an injunction proceeding before any court with jurisdiction.

By clicking on this the “I Accept” button below the user (“Carrier”) agrees to the terms and conditions of the Website Services Agreement as is set forth in this document

For 5G Mobile Network Carriers

Definitions. As used herein the following definitions shall apply:

“Agreement” means this Website Services Agreement between 5G Mobile Network Carrier and 5G Network Sites.

“5G Frequencies” means those frequencies licensed by the Federal Communications Commission to utilize 5G technology, including the High Band (28 GHz, 37 GHz, 39 GHz, and 47GHz), the Mid-Band (2.5GHz, 3.5GHz, and 3.7-4.2 GHz), the Low-Band (600 MHz, 800 MHz and 900 MHz) as well as certain “unlicensed” frequencies in the 6GHz and 95GHz bands.

“5G Mobile Network Carrier” or “Carrier” or “Carrier End User” means the mobile telephone and data telecommunications carrier licensed by the Federal Communications Commission to utilize 5G Frequencies which has subscribed to this Agreement.

“5G Network Sites” means 5G Network Sites LLC, a North Carolina limited liability company whose address is 22 Glenwood Avenue, Suite 11B, Raleigh, NC 27603.

“5G Network Site Data” means any data stored on the Website and associated databases, including all Premises End User Data and including all analytic data and documentation.

“Commercial End User” means a commercial owner of Premises that has entered into a Premises Website Services Agreement.

“Force Majeure” means any event or happening beyond the reasonable control of 5G Network Sites, including, but not limited to, acts of God; acts of civil or military authority; acts of a public enemy; war; severe weather, earthquakes, or floods; fires or explosions; governmental action or regulation; epidemics, strikes, lockouts, or other work interruptions or labor shortages; supplier shortages; power failures, transmission failures in third party telecommunications networks utilized by 5G Network Sites; transportation and delivery delays; blocked access rights; or, damage to the Premises or Small Cell Antennas caused by Carrier, it's employees and agents.

“Individual End User” means an individual owner of Premises that has entered into a Premises Website Services Agreement.

“Gross Amount” means the total amount payable to a Premises End User under a Premises Arrangement by Carrier or its agents or affiliates inclusive of the Services Fee. For example, if the Carrier nets the Services Fee from the amount paid by Carrier to a Premises End User, the Gross Amount includes both the Services Fee and the net amount paid to the Premises End User.

“Premises End User Data” means the data concerning a respective Premises End User and its respected Premises entered by such Premises End User on the Website, which data will include at a minimum: property owner name, email address, phone number, date registered, property type, property address, vacancy status, height of structure, and distance from power source, as well as other data useful to 5G Mobile Network Carriers that may be requested from time to time.

“Premises Website Services Agreement” means a Website Services Agreement between a Premises End User and 5G Network Sites pursuant to which the respective Premises End User provides Premises End User Data to the Website.

“Municipality End User” means the governmental owner of Premises that has entered into a Premises Website Services Agreement.

“Premises” means real property owned by a Premises End User as identified by such Premises End User and in the Premises End User Data.

“Premise Arrangements” means arrangements between any Premises End Users and Carrier or its affiliate or agent for use of one or more Premises for placement of Small Cell Antennas.

“Premises End User” means any of a Commercial End User, and Individual End User or a Municipal End User.

“Services” or “Software as a Service” or “SaaS” means the on-line data base and related services provided to Carrier by 5G Network Sites via the Website including:
(i) providing a repository of Premises End User Data that may be accessed by Carrier for identification of potential locations for Small Cell Antennas;
(ii) providing background information to Premises End Users about the potential of establishing arrangements with 5G Network Carriers pursuant to which Network Carriers may place small cell antennas on Premises of a Premises End User; and
(iii) facilitating direct communications between Carrier and Premises End Users, as applicable, concerning Premise Arrangements by providing Premises End User contact information to Carrier. The Software as a Service does not include any brokerage or negotiation services.

“Services Fee” shall mean an amount payable by Carrier to 5G Network Sites as follows:
(i) an amount equal thirty percent (30%) of the Gross Amount payable to Commercial End Users or Individual End Users pursuant to Premises Arrangements, or any renewal or extension thereof including without limitation, any renewal, extension, replacement or substitute Premises Arrangement which occurs within one-year after the termination of this Agreement or within one-year after termination of any website services agreement between such Commercial or Individual End User and 5G Network Sites, or
(ii) or twenty percent (20%) of the Gross Amount paid to Municipalities pursuant to a Premise Arrangements, including without limitation in either case, any renewal, extension, replacement or substituted agreement with a Municipality End User which occurs within one-year after the termination of this Agreement or within one-year after termination of any website services agreement between the Municipality and 5G Network Sites.
“Small Cell” means indoor and outdoor telecommunications network design which has a cell size of approximately one mile and may utilize 3G, WI-fi, 4G and 5G frequencies.

“Small Cell Antenna” means a small device used as a Small Cell transceiver.

“Software” means the computer software which hosts and operates the Website and associated databases.

“Term” shall mean for three (3) years. At the end of each calendar year the term will automatically be extended for one additional year unless within ninety (90) days prior to the end of the current calendar year Carrier gives written notice to the other that no extension shall occur, in which case this agreement will terminate upon the termination of the unexpired term.

“Website” means the 5G Network Sites Internet portal utilizing the following Uniform Resource Locator (“URL”): https://www.5gnetworksites.com.
Undertakings by 5G Network Sites. During the Term, 5G Network Sites will undertake the following:
a. Provide the Services; and,
b. Maintain 99% website uptime as determined on an annual basis except for scheduled maintenance and Force Majeure events.
Undertakings by Carrier. Carrier represents, warrants and covenants that:
a. Carrier will endeavor in good faith and with reasonable diligence and in a timely fashion to establish mutually agreeable Premise Arrangements as appropriate and it will not directly or indirectly circumvent this Agreement by viewing any Premises End User Data and then trying to separately identify and contact such Premises End User to establish a Premises Agreement and avoid paying the Services Fee;
b. Carrier will provide 5G Network Sites an electronic copy of each Premise Agreement entered into by Carrier within two (2) business days of having entered into such Agreement by attaching a PDF file of such Premises Arrangement to an email sent to the following address: info@5GNetworksites.com ;
c. Carrier will make payment of each respective Services Fee to 5G Network Sites at the same time as any other payments with respect to Premises are made by Carrier to the Premises End User, provided that unless otherwise agreed by Carrier and 5G Network Sites, such payment shall be made electronically to 5G Network Sites pursuant to payment details provided by 5G Network Sites to Carrier, it being understood that the Services Fee will be payable to 5G Network Sites if Carrier accesses Premises End User Data and subsequently enters into a Premises Arrangement with such Premises End User, even if Carrier does not request contact information pertaining to such Premises End User;
d. Carrier will protect its password to the Website and not provide it to third-parties;
e. 5G Network Sites is a third-party beneficiary of each Premise Agreement solely with respect to the payment of the Services Fee to 5G Network Sites; and
f. The individual whose email address is associated with the acceptance of this Agreement has the authority to enter into this Agreement on behalf of Carrier.
Ownership. Carrier agrees that 5G Network Sites retains full title to the Software, and Website 5G Network Site Data regardless of the form or media in which the original or copies may exist, that no interest of any kind in said Software, Website or 5G Network Site Data is conveyed to Carrier, and that, by accessing and using the Website, Carrier does not become the owner or licensee of the Software, Website or 5G Network Site Data. Carrier further acknowledges that all patent, copyright, trade secret, proprietary and other intellectual property rights in the Software and Website and any modifications and/or derivative works thereof are the sole and exclusive property of 5G Network Sites. Carrier further acknowledges that the Software and Website, including the code, logic and structure, constitute valuable trade secret rights that belong to 5G Network Sites.
Use Restrictions. Carrier shall not use the Website or Services for any purposes beyond the scope of the access granted in this Agreement. Carrier shall not at any time, directly or indirectly, and shall not permit any third party to,:
(i) copy, modify, or create derivative works of the 5G Network Site Data, Software or Website, in whole or in part;
(ii) rent, lease, lend, sell, license, sub-license, assign, distribute, publish, transfer, or otherwise make available the 5G Network Site Data, Services, Software or Website;
(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the 5G Network Site Data, Services, Software or Website in whole or in part;
(iv) remove any proprietary notices from the 5G Network Site Data, Services, Software or Website; or (v) use the 5G Network Site Data, Software or Website in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Warranties. 5G NETWORK SITES DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR BE FREE OF HARMFUL COMPONENTS, OR THAT THE DATA STORED WITHIN THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. 5G NETWORK SITES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, INTERNET OUTAGES OR MALFUNCTIONS, VIRUS OR MALWARE ATTACKS, SYSTEM FAILURES OR OTHER INTERRUPTIONS. 5G NETWORK SITES MAKES NO WARRANTY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CARRIER SHALL NOT RECEIVE ANY WARRANTY, IN EITHER CASE, EXPRESS OR IMPLIED, CONCERNING THE SERVICE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE, ARE EXPRESSLY EXCLUDED.
Limitation Of Liability. ALL LIABILITY OF 5G NETWORK SITES TO CARRIER RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE TERMS OF THIS AGREEMENT. IN NO EVENT SHALL 5G NETWORK SITES BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF 5G NETWORK SITES HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION, DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF SERVICES, LOSS OF DATA, LOSS OF ACCESS TO PREMISES, AMOUNTS PAID BY CARRIER TO PREMISES END USERS PURSUANT TO PREMISE ARRANGEMENTS, COST OF RECREATING LOST DATA, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY.
Assignment. Neither this agreement nor any part of shall be assigned, transferred, or sublet by Carrier without the prior written approval of 5G Network Sites, which approval shall not unreasonably withheld.
Term and Termination. Unless otherwise terminated sooner as provided in this Agreement, and unless email notice of termination is otherwise given by 5G Network Sites to Carrier, this Agreement shall continue for the Term. The provisions of Sections 1, 3.b., 3.c., 4, 5, 6, 7, 9 and 10 shall survive termination of this Agreement.
Miscellaneous. a. Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events of Force Majeure.
b. Governing Law. This Agreement will be governed and construed under the laws of the State of North Carolina without giving effect to the principles of conflicts of law.
c. Severability. If any provisions of this Agreement are deemed to be invalid or unenforceable, the remaining provisions will nevertheless continue in full force and effect.
d. Dispute Resolution. Any controversy, claim or dispute arising out of, in connection with or relating to this Agreement shall be first submitted to mediation, which mediation shall take place in Raleigh, North Carolina, unless another location shall be agreed upon by the Parties. In the event mediation is not successful, then the dispute may be resolved by binding arbitration, to be held in Raleigh, North Carolina by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect as of the day the arbitration demand is made. For the avoidance of confusion, if both Parties wish to submit the arbitration to AAA this is permitted, but not required, and an arbitration tribunal may be used.
e. Collection Action. Notwithstanding subsection (d) immediately above, (A) with respect to any uncollected amount due to 5G Network Sites pursuant to Section 3 (e), 5G Network Sites may bring a collection suit in a court resident in Wake County, North Carolina and Carrier consents to the exclusive jurisdiction of such courts in such matter; and (B) if damages for a breach are not likely to be an adequate remedy, then either Party may bring an injunction proceeding before any court with jurisdiction.

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