Terms and Conditions

Effective Date: December, 2016
Last Updated Date: February 5, 2018

Hello, and welcome to smallcellsite.com! SmallCellSite.com LLC ("SCS") is excited to have You access the Website (as defined below) and use the Services (as defined below). Through the Website (as defined below), SCS allows individuals managing and/or owning certain property sites, locations and assets ("Assets") provided that You have the full legal authority to enter into and execute leases for such Assets (individually an "Owner" and collectively the "Owners"), to list their Assets on the Website for free, in exchange for: (a) giving SCS an option to lease such Assets ("Lease Agreement"); and/or (b) allowing SCS tosublease or sublicense ("Operator Agreement") these Assets to providers, carriers, and operators of telecommunications, WiFi, ISP, and IoT services (individually an "Operator" and collectively "Operators") through the Website. (Operators and Owners may collectively be referred to herein as a "You" or as "User" or "Users".) Operators are able to view a comprehensive database of all Assets listed on the Website (the "Database") to map out areas where Operators may want to lease and/or sublease/sublicense certain Assets in order to attach antennas, telecommunications, Wi-Fi, ISP, and IoT equipment and the like. Owners who list their Assets on the Website agree that while an Asset is listed on the Website and thus included in the Database made available to Operators, SCS shall have the right to lease that Asset for a minimum of at least ten (10) years or as otherwise set forth in the applicable Lease Agreement at the Use Fee (as defined below) requested, or upon seeking Owner"s permission if a lower Use Fee is requested or negotiated, as further set forth in Section 3 below. Owners who list their Assets on the Website: (a) further agree to execute (i) a Master Asset Marketing and Agency Agreement ("Marketing Agreement") and (ii) the Lease Agreement, if requested or required, for the installation and operation of facilities related to telecommunications, Wi-Fi, ISP, and IoT services on their Assets and (b) hereby authorize SCS to enter into Operator Agreements for such Assets.

PLEASE READ THESE TERMS OF USE (THESE "TERMS") CAREFULLY. BYACCESSING OR USING THIS WEBSITE (SMALLCELLSITE.COM) OR ANY OTHER WEBSITES OF SCS, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE "WEBSITE") IN ANYWAY, INCLUDING USING THE OPTIONS AND RESOURCES (AS DEFINED BELOW) AVAILABLE ORENABLED VIA THE WEBSITE, CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT WITH SCS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR AS AUTHORIZED AGENT OFTHE ASSET OWNER OR OPERATOR (AS THE CASE MAY BE) AND TO BIND THAT ASSET OWNEROR OPERATOR (AND THEIR HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS) TO THESE TERMS AS AMENDED FROM TIME TO TIME. THE TERM "YOU" REFERS TO THEINDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOUREGISTERED ON THE WEBSITE AS WELL AS THE ASSET OWNER OR OPERATOR ON WHOSEBENEFIT YOU ARE ACTING. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. As used herein, "Services" shall mean the Website, the Database, the Options and Resources currently offered and those offered in the future, and the information and content available on the Website and made available through the Services, including but not limited to the Database (as these terms are defined herein).

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIAL, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

In addition to access to the Website and Database, You will also have access to the offered "Options and Resources", including, but not limited to: (i) the right to use the Website in order to list Your Assets for Lease on the Database; (ii) SCS's marketing of Your Assets to Operators; (iii) the ability for You (as an Operator) to use the Website and the Database to identify and create projects to attach to Owners" Assets; (iv) Your ability (as an Owner) to enter into a Lease Agreement with SCS; and (v) Your ability (as an Operator) to enter into an Operator Agreement with SCS in order to install Your equipment on the Asset.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms"). Supplemental Terms will eitherbe listed in the Terms or will be presented to You for Your acceptance when You enroll to use a supplemental Service. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms, as amended, and any applicable Supplemental Terms, as may amended, are referred to collectively herein as these "Terms of Use."

PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY SCS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, SCS will endeavor to post the revised Terms of Use on the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. If SCS makes any material changes in SCS's sole discretion, and You are a Registered User (as defined below), SCS will also endeavor to send an e-mail to You at the last e-mail address You provided to SCS.

Any changes to these Terms of Use will be effective immediately for new Users of the Website and the Services, and will be effective thirty (30) days after posting notice of such changes on the Website for Registered Users. Provided, however, any material changes shall be effective for Registered Users upon the earlier of thirty (30) days after posting notice of such changes on the Website, or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. SCS may require You to provide consent to the updated Terms of Use in a specified manner before further use of the Website and/or the Services is permitted. If You do not agree to the change(s), You must immediately stop using the Services. Otherwise, Your continued use of the Services constitutes Your acceptance of such change(s). PLEASE BE SURE TO REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS OF USE.

PLEASE BE AWARE THAT SECTION 18 OF THESE TERMS OF USE CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND SCS HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST SCS TO BINDING AND FINAL ARBITRATION." YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST SCS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. Use of the Services and Website.

The Services are protected by copyright laws throughout the world. Subject to these Terms of Use, SCS grants You a limited license to reproduce portions of the Services for the sole purpose of using the Services for Your personal or internal business purposes. Unless otherwise specified by SCS in a separate license, Your right to use the Services is subject to these Terms of Use.

1.1 Updates.
You understand that the Services are evolving. As a result, SCS may require You to accept updates to the Services that You have installed on Your computer and/or mobile device. You acknowledge and agree that SCS may update the Services with or without notifying You. You may need to update third-party software from time to time in order to use the Website or the Database (e.g., Your browser).

1.2 Certain Restrictions.
The rights granted to You in these Terms of Use are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, convey, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of thereof; (b) You shall not frame or utilize framing techniques to enclose any trademark, logo, or the like (including images, text, page layout or form) of the Services; (c) You shall not use any metatags or other "hidden text" using SCS's name or trademarks; (d) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) You shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Website (except that SCS grants the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) You shall not access the Services in order to build a similar or competitive website, application, or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (h) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to these Terms of Use. SCS reserves all rights not granted in these Terms of Use. Any unauthorized use of the Services terminates the licenses granted by SCS pursuant to these Terms of Use, as may be amended from time to time.

2. Registration.

2.1 Registering Your Account.
In order to access certain features of the Website and/or the Database You may be required to become a Registered User. For purposes of these Terms of Use, a "Registered User" is a User who has registered an account on the Website ("Account"). You agree to notify SCS immediately if You are no longer authorized to bind the legal owner of the Asset or Operator of which You listed or previously acted on behalf.

2.2 Registration Data.
In registering for the Services, You agree to (a) provide true, accurate, current and complete information about Yourself and Your listed Assets, as applicable, as prompted by the Website registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, Your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under Your Account. You may not share Your Account or password with anyone, and You agree to (1) notify SCS immediately of any unauthorized use of Your password or any other breach of security; and (2) exit from Your Account at the end of each session. If You provide any information that is untrue, inaccurate, not current or incomplete, or SCS has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, SCS maintains the right to suspend or terminate Your Account and refuse any and all current or future use of the Services (or any portion thereof), including Your ability to list or view Assets on the Database, as applicable. You agree not to create an Account using a false identity or information, or on behalf of someone other than Yourself (unless You have valid written authorization from that person or entity). You agree that You shall not have more than one Account at any given time. SCS, in its sole discretion, reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party"s rights. You agree not to create an Account or use the Services if You have been previously removed by SCS, or if Youhave been previously banned from any of the Services offered by SCS.

2.3 Your Account.
Notwithstanding anything to the contrary herein, You acknowledge and agree that You shall have no ownership or other property interest in Your Account, and You further acknowledge and agree that all rights in and to Your Account are and shall forever be owned by and inure to the exclusive benefit of SCS, and its successors and assigns.

3. Listing on and Accessing the Database; Responsibility for Content Submitted.

3.1 Listing on the Database.
You (as an Owner) may use the Services to list the Assets that You own and/or manage on the Database made available through the Website. The listing may include but not be limited to the latitude and longitude of the Asset, photos of the Asset, the requested fee to lease/license of the Asset ("Use Fee"), the proposed minimum term of the Lease Agreement, and other unique features about the Asset and the Lease Agreement that could be appealing to Operators (e.g., access to power). You (as an Owner) may remove the Assets that You Make Available (as defined below) on the Database at any time so long as the removal occurs before a Lease Agreement is executed with SCS. You (as an Owner) hereby grant SCS the option to lease such Asset at the Use Fee set forth in the Database listing.

3.2 Responsibility for Content on Database.
You acknowledge that all content is the sole responsibility of the party from whomsuch content originated. This means that You, and not SCS, are entirely responsible for the content that You upload, post, e-mail, transmit, or otherwise make available ("Make Available" or "Made Available") through the Services, including but not limited to the Asset listings included within the Database ("Your Content").

3.3 No Obligation to Pre-Screen Content.
You acknowledge that SCS has no obligation to pre-screen content (including, but not limited to, Your Content, the content of other Registered Users, and Asset listings included on the Database), although SCS reserves the right in its sole discretion to pre-screen, refuses or remove any content. By agreeing to these Terms of Use, You hereby provide Your irrevocable consent to such monitoring. You acknowledge and agree that You have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, email, or voice communications. In the event that SCS pre-screens, refuses or removes any content, You acknowledge that SCS will do so for SCS's benefit, not Yours. Without limiting the foregoing, SCS shall have the right to remove any content that violates these Terms of Use, or is otherwise objectionable in SCS's solediscretion.

3.4 Non-Circumvention.
In consideration of the benefits arising under these Services provided herein, You (as an Owner) agree that, during the period that Your Asset is listed on the Database and for twelve (12) months after the listing for such Asset is removed or deleted from the Database, or while still listed, You shall not, during such periods, circumvent SCS or its rights to lease and/or sublease the listed Assets in any manner, including but not limited to, leasing, subleasing, licensing, or granting any interest in any portion of any listed or previously listed Assets to a third-party (including but not limited to an Operator) for uses related to cellular wireless services, telecommunication operators, mobile carriers, or internet Operators. In the event You (as an Owner) violate this provision, any income or other consideration received by You under any lease, "sublease, or other arrangement entered into in contravention of this Section shall be payable to SCS and SCS shall be entitled to reimbursement of its attorneys" fees and expenses incurred in connectionwith the enforcement of this provision.

4. Option Exercise and Lease.

4.1 Option Exercise.
Once the Asset is listed on and Made Available within the Database, if You (as an Operator) are interested in any such Asset then You will initiate the process for SCS to lease the Asset and SCS will notify the Owner that SCS is exercising its option to lease the listed Asset. If the option notice transmitted by SCS is for the Use Fee listed on the Database, no additional consent from You (as the Owner) shall be necessary and You agree to execute the Marketing Agreement and accompanying Lease Agreement within five (5) business days of transmission of the documents from SCS. If the option notice transmitted by SCS for the listed Asset is for an amount less than the Use Fee listed on the Database, SCS will seek Your (Owner"s) consent for such negotiated Use Fee, prior to transmitting the Marketing Agreement and accompanying Lease Agreement for Your execution. You (as an Owner) shall not be required to accept an amount less than the Use Fee listed on the Database. Notwithstanding anything to the contrary herein, You (as an Owner) may reject SCS's option to lease an Asset in the event You determines you are unable to move forward with the leasing of the Asset due to circumstances beyond Your control. You (as an Owner) shall promptly notify SCS in writing of such circumstances upon their discovery.

4.2 Operator Terms.
Upon receipt of Your executed Lease Agreement, SCS shall then endeavor to execute an Operator Agreement with the interested Operator. If You are an Owner, You understand and acknowledge that You may be required to agree and comply with additional terms required by the Operator (the "Operator Terms"). By executing a Lease Agreement, You agree to be bound by all Operator Terms specific to any Operator who may choose to enter into an Operator Agreement for Your Assets. The Operator Terms (if any) shall be provided as an addendum to the executed Lease Agreement

4.3 Disputes.
In the event that a dispute occurs relating to the execution of any Lease Agreement or Operator Agreement between an Owner and an Operator, You agree to promptly complete the dispute form provided by SCS. You agree that SCS shall review any dispute forms submitted pursuant to this Section 4.3 and in its sole discretion make any decisions regarding the outcome of such dispute.

5. Ownership.

5.1 The Services.
Except with respect to Your Content, You agree that SCS and/or its suppliers own all rights, title and interest in and to the Services (including but not limited to, any titles, computer code, themes, objects, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, profile information, and server software). You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

5.2 Trademarks.
SCS and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of SCS and may not be used without advance written permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.3 Other Content.
Except with respect to Your Content, You agree that You have no right or title in or to any content that appears on or in the Website and/or the Database.

5.4 Your Content.
SCS does not claim ownership of Your Content. However, when You as a Registered User post or publish Your Content on or in the Website and/or the Database, You represent and warrant that You own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights), and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.5 License to Your Content.
Subject to any applicable account settings that You select, You grant SCS a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, adapt, perform, display, modify, and reformat Your Content (in whole or in part) for the purposes of operating and providing the Services to You and to SCS's other Users. Please remember that other Users may search for, see, use, modify, and reproduce any of Your Content that You submit to any "public" area of the Website and/or the Database. You agree that You, not SCS, are responsible for all of Your Content that You Make Available on or in the Services.

5.6 Username.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or through the Website and/or the Database, You hereby expressly permit SCS to identify You by Your username (which may be a pseudonym, or Your email address without the domain listed) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

5.7 Feedback.
You agree that submission of any ideas, suggestions, documents, and/or proposals to SCS through its suggestion, feedback, wiki, forum, or similar pages ("Feedback") is at Your own risk and that SCS has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that You possess any and all rights necessary to submit the Feedback. You hereby grant to SCS a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, license, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.

6. User Conduct.

6.1 Hacking.
You agree that You will not, under any circumstances:

(a) Use automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any of the Services;

(b) Interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;

(c) Modify or cause to be modified any files that are a part of the Services;

(d) Institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Services, or other attempts to disrupt the Services or any other person"s use or enjoyment of the Services ;

(e) Attempt to gain unauthorized access to the Services, accounts registered to others, or to the computers, servers, or networks connected to the Services by any means other than the User interface provided by SCS, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Services; or

(f) Attempt to probe, scan, or test the vulnerability of any SCS system or network, or breach any security or authentication measures.

6.2 Unauthorized Use or Access.
You agree that You will not, under any circumstances:

(a) Interfere or attempt to interfere with the proper functioning of the Services or connect to or use the Services in any way not expressly permitted by these Terms of Use, as may be amended;

(b) Systematically retrieve data or other content from the Services "to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;

(c) Use, display, mirror, or frame the Services , or any individual element within the Services, SCS's name, any SCS trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without SCS's express written consent;

(d) Use any unauthorized software that accesses, intercepts, "mines", or otherwise collects information from or through the Services or that is in transit from or to the Services, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Services;

(e)Make any automated use of the Services, or take any action that imposes or may impose (in SCS's sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Services;

(f) Bypass any robot exclusion headers or other measures SCS takes to restrict access to the Services, or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Services, or harvest or manipulate data;

(g) Use, facilitate, create, or maintain any unauthorized connection to the Services , including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Services; or (ii) any connection using programs, tools or software not expressly approved by SCS;

(h) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services; or

(i) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "pcms").

6.3 General.
In connection with Your use of the Services, You shall not:

(a) Make Available any content that (i) is unlawful, tortious, defamatory, vulgar, knowingly false, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;

(b) Impersonate any person or entity, including, but not limited to, SCS personnel, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

(c) Make Available any content that You do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(d) Make Available any content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; or

(e) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court.

7. Investigations.

SCS may, but is not obligated to, monitor or review the Website, the Database, and their content at any time. Without limiting the foregoing, SCS shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such content violates these Terms of Use or any applicable law. Although SCS does not generally monitor User activity occurring in connection with the Website, the Database, or their content, if SCS becomes aware of any possible violations by You of any provision of these Terms of Use, SCS reserves the right to investigate such violations, and SCS may, at its sole discretion, immediately terminate Your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to You.

8. Interactions with Other Users.

The Website and Database will contain content provided by other Users. SCS is not responsible for and does not control such content. SCS has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the content posted by other Users and/or Registered Users. You use all content and interact with other Users and/or Registered Users at Your own risk.

9. Third-Party Services; Advertising Revenue.

9.1 Third-Party Services.
The Website and Database may contain links to third-party websites ("Third-Party Websites") and applications ("Third-Party Applications") and advertisements for third-parties ("Third-Party Ads"). When You click on a link to a Third-Party Website, Third-Party Application, or Third-Party Ad, SCS will not warn You that You have left the Website or the Database and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of SCS. SCS is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads. SCS provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications, Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at Your own risk. When You leave the Website, these Terms of Use and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Ads, or Third-Party Applications, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third-party.

9.2 Advertising Revenue.
SCS reserves the right to display Third-Party Ads before, after, or in conjunction with content posted on the Website and the Database, and You acknowledge and agree that SCS has no obligation to You in connection therewith (including, without limitation, any obligation to share revenue received by SCS as a result of such advertising).

10. Fees and Taxes.

10.1 General Purpose of Terms: Sale of Service.
The purpose of these Terms of Use is for You to secure access to the Services. All fees set forth within and paid by You under these Terms of Use shall be considered solely in furtherance of this purpose.

10.2 Use Fee.
If You are an Owner, You agree and acknowledge that SCS will list the Asset that You Make Available on the Database and will receive thirty percent (30%) of any Use Fee for that Asset." In the event that You enter into a Lease Agreement, any terms relating to the Use Fee shall be governed exclusively by the terms of the Marketing Agreement and Lease Agreement and shall supersede this Section 10.2. SCS will collect the Use Fee upon remittance of payment by the Operator, and subsequently remit the remainder of the Use Fee collected to You (as the Owner) as the fees payable under the Lease Agreement. If You are an Operator, You agree and acknowledge that the Use Fee as set forth in the Database includes the portion of the fees payable to SCS and You agree to pay the full amount due upon execution of the Operator Agreement, unless otherwise expressly provided otherwise in the Operator Agreement between You and SCS.

10.3 Payment.
You agree to pay all fees due or charges to Your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, as specified in a Lease Agreement or Operator Agreement. SCS reserves the right at any time to change its prices and billing methods, either at the time of posting on the Website, the Database, or by e-mail sent to You.

10.4 Taxes.
SCS's fees are net of any applicable Sales Tax (as defined herein). If any Services, or payments for any Services, under these Terms of Use are subject to Sales Tax in any jurisdiction and You have not remitted the applicable Sales Tax to SCS, You will be responsible for the payment of such Sales Tax and any related penalties or interest to the appropriate tax authority, and You will indemnify SCS and the Operators, their parents, subsidiaries, affiliates, members, officers, directors, employees, shareholders, and agents for any liability or expense SCS or the Operators may incur in connection with such Sales Taxes. Upon SCS's request, You will provide SCS with official receipts issued by the appropriate taxing authority, or other such evidence that You have paid all applicable taxes. For purposes of this Section 10.4, "Sales Tax" shall mean any sales or use tax, and any other tax measured by sales proceeds, that SCS is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

10.5 Withholding or Other Local Taxes.
You agree to make all payments of fees to SCS free and clear of, and without reduction for, any withholding or local taxes. Any such taxes imposed on payments of fees to SCS will be Your sole responsibility, and You will provide SCS with official receipts issued by the appropriate taxing authority, or such other evidence as SCS may reasonably request, to establish that such taxes have been paid.

11. Indemnification.

You agree to indemnify and hold SCS, its parents, subsidiaries, affiliates, members, shareholders, officers, directors, employees, and agents (collectively, the "SCS Parties") harmless from any and all losses, costs, liabilities, and expenses (including attorneys" and other professional fees and expenses) relating to or arising out of: (a) Your Content, including but not limited to any Assets You list on the Database as applicable; (b) Your use of, or inability to use, the Services; (c) Your violation of these Terms of Use; (d) Your violation of any rights of another party, including any other Users and/or Registered Users; (e) Your violation of any applicable laws, rules, or regulations; (f) Your interaction with other Users and/or Registered Users, including but not limited to any interactions between any Owners and/or Operators; (g) any property damage and/or bodily injury (including) death or any consequential or incidental damages that may result from the use of the listed Asset; and (h) if You are an Owner, any inaccuracies or misrepresentations regarding the Asset listing Made Available on or through the Services. SCS reserves the right, at the indemnifier"s sole cost and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with SCS in asserting any available defenses. You agree that the provisions in this Section 11 will survive any termination of Your Account, these Terms of Use or Your access to the Services. This Section 11 does not require You to indemnify the SCS Parties for any judicially determined: (a) unconscionable commercial practice by such party or (b) for such party"s fraud, deception, false promises, misrepresentation, or concealment, suppression, or omission of any material fact in connection with THE Services provided hereunder.

12. Disclaimer of Warranties and Conditions; Owner Warranty.

12.1 As Is.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK, AND "THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY, WITH ALL FAULTS. THE SCS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(a) THE SCS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED OR (5) THAT THE ASSET INFORMATION PROVIDED IS ACCURATE OR THAT THE LEASE AGREEMENT, OPERATOR AGREEMENT, AND/OR RECORDED MEMORANDUM OF LEASE, SUBLEASE, LICENSE, OR SUBLICENSE FOR SUCH ASSET IS BINDING AND ENFORCEABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR ASSET OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. SUBJECT TO ANY LIMITATIONS LISTED IN THE LEASE AGREEMENT OR THE OPERATOR AGREEMENT, YOU AGREE TO PERFORM ANY AND ALL NECESSARY DILIGENCE RELATED TO THE ASSET TO ENSURE THAT THE ASSET WILL MEET YOUR REQUIREMENTS. YOU FURTHER AGREE THAT THE LEASE AGREEMENT AND OPERATOR AGREEMENT IS BINDING AND ENFORCEABLE IN THE LOCATION OF THE ASSET. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR ANY LOSS THAT RESULTS FROM THE LEASING OR SUBLEASING OF THE ASSET OR THE USE OF THE CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SCS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SCS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, SCS MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SCS's SOLE DISCRETION. THE PROVISIONS OF THIS SECTION 12 APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

12.2 No Liability for Conduct of Third-Parties.
YOU ACKNOWLEDGE AND AGREE THAT THE SCS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SCS PARTIES LIABLE, FOR THE CONDUCT OF ANY THIRD-PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY OR DAMAGE FROM SUCH THIRD-PARTIES RESTS ENTIRELY WITH YOU. If You are a California resident, You hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

12.3 No Liability for Conduct of Other Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT SCS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS AND/OR REGISTERED USERS OF THE SERVICES. FURTHER YOU UNDERSTAND AND ACKNOWLEDGE THAT SCS HAS NO RESPONSIBILITY OR CONTROL OVER THE ACCURACY OR QUALITY OF ANY LISTED ASSETS, VALIDITY OF LEASE AGREEMENTS OR OPERATOR AGREEMENTS EXECUTED THROUGH THE USE OF THE SERVICES, ANY INTERACTIONS BETWEEN OWNERS AND OPERATORS OR ANY PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY RELATED TO ANY LISTED ASSET.

12.4 Owner Warranty.
OWNER HEREBY REPRESENTS AND WARRANTS THAT: (A) OWNER IS NOT CURRENTLY BOUND BY ANY CONTRACT OR OTHER AGREEMENT, VERBAL OR WRITTEN, AND SHALL NOT ENTER INTO ANY CONTRACT OR OTHER AGREEMENT THAT PROHIBITS OR RESTRICTS OWNER FROM LEASING, SUBLEASING, OR LICENSING ANY ASSET TO SCS PURSUANT TO THESE TERMS OF USE AND/OR ANY SUBSEQUENT LEASE AGREEMENT EXECUTED FOR THE LISTED ASSET; (B) SCS IS PERMITTED TO ENTER INTO AN OPERATOR AGREEMENT WITH OPERATORS FOR THE LISTED ASSET; (C) THE TRANSACTIONS CONTEMPLATED HEREIN ARE NOT A VIOLATION OF ANY APPLICABLE LAW, REGULATION, OR THE LIKE; (D) OWNER HAS ALL NECESSARY AND REQUISITE RIGHTS, TITLES, CONSENTS AND HAS THE AUTHORITY TO ENTER INTO AND BE BOUND BY ANY LEASE AGREEMENT FOR ANY LISTED ASSET AND TO CONVEY ALL INTEREST IN ANY SUCH LISTED ASSET TO SCS; AND (E) OWNER SHALL NOT INTERFERE WITH OR CONTRAVENE SCS's ABILITY TO EXECUTE ANY OPERATOR AGREEMENTS WITH OPERATORS FOR ANY ASSET LISTING ON OR THROUGH THE DATABASE. OWNER HEREBY ACKNOWLEDGES AND AGREES THAT THESE TERMS OF USE ARE HEREBY A VALID, BINDING AND ENFORCEABLE CONVEYANCE OF RIGHTS TO REAL PROPERTY AND BY USING THE SERVICES, WEBSITE, DATABASE, AND THE LISTING OF YOUR ASSET, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE BOUND TO THE LEASING OF YOUR ASSET TO SCS.

13. Limitation of Liability.

13.1 Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THE SCS PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DEATH OR PERSONAL INJURY, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; OR (E) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY. IF REQUIRED BY APPLICABLE LAW, SCS DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY SCS's GROSS NEGLIGENCE OR FOR (B) ANY INJURY CAUSED BY SCS's FRAUD OR GROSS NEGLIGENCE.

13.2 Cap on Liability.
UNDER NO CIRCUMSTANCES WILL THE SCS PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY SCS AS A RESULT OF YOUR USE OF THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM. IF YOU HAVE NOT PAID SCS ANY MONIES, SCS's SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50). IF REQUIRED BY APPLICABLE LAW, THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SCS FOR (A) DEATH OR PERSONAL INJURY CAUSED BY SCS's GROSS NEGLIGENCE, OR FOR (B) ANY INJURY CAUSED BY SCS's FRAUD OR FRAUDULENT MISREPRESENTATION.

13.3 User Content.
THE SCS PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

13.4 Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SCS AND YOU.

14. Procedure for Making Claims of Copyright Infringement.

It is SCS's policy to terminate membership privileges of any User who infringes on any copyright after notification to SCS by the copyright owner or the copyright owner"s legal agent. Without limiting the foregoing, if a copyright owner believes that its work has been copied and posted on the Services in a way that constitutes copyright infringement, the copyright owner must provide SCS's Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that the copyright owner claims has been infringed and a copy of all government approvals of the alleged copyright; (c) a description of the location on the Services of the material that the copyright owner claims is infringing; (d) the copyright owner"s or the copyright owner"s legal agent"s address, telephone number and e-mail address; (e) an Affidavit executed by the copyright owner that the copyright owner has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and that the above information in the notice is accurate and that the person issuing the statement is the legal copyright owner or authorized to act on the copyright owner"s behalf. Such original, notarized Affidavit should be sent to Corporate Counsel, 43130 Amberwood Plaza, Suite 210, Chantilly, VA 20152.

15. Remedies.

15.1 Violations.
If SCS becomes aware of any possible violations by You of these Terms of Use, SCS reserves the right to conduct any investigations of such violations as it determines in its sole discretion are appropriate. If, as a result of the investigation, SCS believes that criminal activity has occurred, SCS reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SCS is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Website and/or the Database, including Your Content, in SCS's possession in connection with Your use of the Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce these Terms of Use, (c) respond to any claims that Your Content violates the rights of third-parties, (d) respond to Your requests for customer service, or (e) protect the rights, property or personal safety of SCS, its affiliates, members, officers, directors, employees, agents, Users, Registered Users, or the Operators or the public, and all enforcement or other government officials, as SCS in its sole discretion believes to be necessary or appropriate.

15.2 Breach.
In the event that SCS determines, in its sole discretion, that You have breached any portion of these Terms of Use, or have otherwise demonstrated conduct inappropriate to SCS, SCS reserves the right to, but not the obligation to:

(a) Warn You via e-mail (to any e-mail address You have provided to SCS) that You have violated these Terms of Use;

(b) Delete any of Your Content provided by You or Your agent(s);

(c) Terminate Your Account(s);

(d) Discontinue Your subscription to any Services;

(e) Terminate any Lease Agreements and/or Operator Agreements entered into by You and SCS;

(e) Notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(f) Pursue any other action which SCS deems in its sole discretion to be appropriate.

16. Term and Termination.

16.1 Term.
These Terms of Use commence on the date when You accept them (as described in the preamble above) and remain in full force and effect while You use the Website and the Database, unless terminated earlier in accordance with these Terms of Use.

16.2 Prior Use.
Notwithstanding the foregoing, if You used the Services prior to the date You accepted these Terms of Use, You hereby acknowledge and agree that these Terms of Use commenced on the date You first used the Services (whichever is earlier) and will remain in full force and effect while You use the Services, unless earlier terminated in accordance with these Terms of Use.

16.3 Termination of Services by SCS.
If You fail to make any required timely payments, or if You have materially breached any provision of these Terms of Use, or if SCS is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), SCS has the right to, immediately and without notice, suspend, or terminate any Services provided to You. You agree that all terminations for cause shall be made in SCS's sole discretion and that SCS shall not be liable to You or any third-party for any termination of Your Account or any of the Services provided hereunder.

16.4 Termination of Services by You.
If You want to terminate the Services provided by SCS, You may do so by (a) notifying SCS at any time and (b) closing Your Account for all of the Services that You use. Your written notice should be sent in accordance with Section 18.9 hereof. Notwithstanding anything to the contrary herein, once You execute a Marketing Agreement, Lease Agreement, or Operator Agreement for a particular Asset (as the case may be), the terms of termination contained in the Marketing Agreement, Lease Agreement, or Operator Agreement (as the case may be) shall control with respect to that Asset.

16.5 Effect of Termination.
Termination of any Services includes removal of access to such Services and barring of further use of the Services. Termination of all Services also includes deletion of Your password and all related information, files and content associated with or inside Your Account (or any part thereof), including Your Content. Upon termination of any Service, Your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from SCS's Website and Databases. SCS will not have any liability whatsoever to You for any suspension or termination, including for deletion of Your Content.

16.6 No Subsequent Registration.
If Your Account(s) or ability to access the Services is discontinued by SCS due to Your violation of any portion of these Terms of Use or for conduct otherwise inappropriate for the Services (as determined in SCS's sole discretion), then You agree that You shall not attempt to re-register with or access the Services through use of a different username or otherwise, and You acknowledge that You will not be entitled to receive a refund for fees paid, if any. In the event SCS determines that You have violated the immediately preceding sentence, SCS reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to You.

17. International Users.

The Services can be accessed from countries around the world and may contain references to Services and content that are not available in Your country. These references do not imply that SCS intends to announce such Services or content in Your country. The Services are controlled and offered by SCS from its facilities in the United States of America. SCS makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

18. General Provisions.

18.1 Electronic Communications.
Except pursuant to Section 18.9 hereof, the communications between You and SCS will be through electronic means, whether You visit the Website, the Database, or send SCS e-mails, or whether SCS posts notices on the Website or the Database, or communicates with You via e-mail. You (a) consent to receive communications from SCS in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SCS provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights.

18.2 Assignment.
These Terms of Use, and Your rights and obligations hereunder, may not be assigned, subcontracted, licensed, conveyed, delegated or otherwise transferred by You without SCS’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Notwithstanding the foregoing, SCS and Operators may freely assign the right to lease Assets to any affiliate or subsidiary.

18.3 Force Majeure.
SCS shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of supplies or transportation facilities, fuel, energy, labor, or materials.

18.4 Questions or Complaints.
If You have any questions or complaints with respect to the Services, please contact SCS at contact@smallcellsite.com. SCS will do its best to address Your concerns. If You feel that Your concerns have been addressed incompletely, SCS invites You to let SCS know for further investigation.

18.5 Limitations Period.
YOU AND SCS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

18.6 Dispute Resolution.
Please read this Section 18.6 carefully. It is part of Your contract with SCS and affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability.
You agree that all claims and disputes (excluding claims set forth below) in connection with these Terms of Use or the use of any product or Service provided by SCS that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Section.

(b) Notice Requirement and Informal Dispute Resolution.
Before either party may seek arbitration, the party must first send to the other party an electronic Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, You and SCS may attempt to resolve the claim or dispute informally. If You and SCS do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules.
Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this Section 18.6. If JAMS is not available to arbitrate, SCS shall select an alternative ADR Provider who specializes in arbitration services. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms of Use. The arbitration shall be conducted by a single, neutral arbitrator. The arbitration shall be administered pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (“Rules”). Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000) or more, the right to a hearing will be determined by the Rules. Any hearing will be held in a JAMS Resolution Center closest to Your residence, unless You reside outside of the United States or if the parties agree otherwise. If You reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants You an award that is greater than the last settlement offer that SCS made to You prior to the initiation of arbitration, SCS will pay You the greater of the award or fifty dollars ($50). Each party shall pay an equal share of the fees and costs of the ADR Provider. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. All aspects of any arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.

(d) Prevailing Party.
The Prevailing Party shall be entitled to reimbursement of its attorney’s fees and professional expenses. “Prevailing Party” means the Party determined by the arbitrator or the Court, as applicable, to have most nearly prevailed even if such Party did not prevail in all matters.

(e) Additional Rules for Non-Appearance Based Arbitration.
If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by SCS. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(f) Waiver.
YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS OF A JUDGE OR JURY TRIAL, instead electing that all claims and disputes shall be resolved by arbitration (except as listed below). YOU AGREE THAT ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE PARTY MAY NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PARTIES.

(g) Claims Not Subject to Arbitration.
Notwithstanding the foregoing, You agree the following claims are not subject to the arbitration requirement: (i) emergency equitable relief in order to maintain the status quo pending arbitration; and (ii) claims of defamation, violation of the computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets.

(h) Courts.
In any circumstances where an arbitrator’s decision and award must be entered into a court of competent jurisdiction, You hereby agree to submit to the personal jurisdiction of the courts located within Loudoun County, Virginia, for such purpose.

18.7 Governing Law.
These Terms of Use and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.

18.8 Choice of Language.
It is the express wish of the parties that these Terms of Use and all related documents have been drafted in English. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

18.9 Notice.
Where SCS requires that You provide an e-mail address, You are responsible for providing SCS with Your most current e-mail address. In the event that the last e-mail address You provided to SCS is not valid, or for any reason is not capable of delivering to You any notices required/permitted by these Terms of Use, SCS’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may also give notice to SCS at the following address: 43130 Amberwood Plaza, Suite 210, Chantilly VA 20152. Such notice shall be deemed given when received by SCS by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

18.10 Waiver.
Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.11 Severability.
If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

18.12 Export Control.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which You obtained from SCS, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, Services or technology provided by SCS are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer SCS products, Services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

18.13 Consumer Complaints.
If applicable, in accordance with California Civil Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.14 Survival.
The rights and obligations of Sections 3.2, 3.3, 3.4, 5-12, 15, 16.6 and 18 shall survive the expiration and/or termination of these Terms of Use.

18.15 Entire Agreement; Construction.
These Terms of Use are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. The language of these Terms of Use shall not be interpreted in favor of or against any party as the drafter of these Terms of Use.

18.16 Conflict.
In the event You execute a Marketing Agreement, a Lease Agreement, or Operator Agreement with SCS, the terms of those agreements shall control for the Assets subject to those agreements in the event of any conflict between those Agreements and these Terms of Use. These Terms of Use shall continue to apply for the survival period listed in Section 18.14 above.