PROPERTY MEMBER ADDENDUM

This Property Member Addendum is entered between Property Members and Truckparkingclub.com, LLC (“Company,” “we,” or “us”), and governs Property Members’ provision of certain parking areas via the Service, and is subject to the Terms of Use available at https://truckparkingclub.com/terms-of-service. Any terms not defined in this Property Member Addendum will have the meaning set forth in the Terms of Use. Subject to this Property Member Addendum and the Terms of Use, Company shall provide to Property Member the services set forth on Schedule 1, attached hereto and made a part hereof (the “Listing Services”). Company and Property Member may be individually referred to as a “Party” or collectively referred to as the “Parties” throughout this Addendum.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, PROPERTY MEMBER AGREES THAT IT HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO USING THE SERVICE, PROPERTY MEMBER AGREES TO BE BOUND BY, THIS ADDENDUM AND THE TERMS OF SERVICE. IF PROPERTY MEMBER IS INELIGIBLE, OR DOES NOT AGREE TO THESE TERMS, THEN PROPERTY MEMBER DOES NOT HAVE COMPANY’S PERMISSION TO USE THE SERVICE. PROPERTY MEMBER’S USE OF THE SERVICE, AND COMPANY’S PROVISION OF THE SERVICE TO PROPERTY MEMBER, CONSTITUTES AN AGREEMENT BY COMPANY AND BY PROPERTY MEMBER TO BE BOUND BY THESE TERMS.

1. Company Obligations. Property Member understands and acknowledges that in performing the Listing Services Company will process reservations on behalf of the Parties and collect fees on behalf of the Parties as contemplated by the listing for the Parking Area on the Service and as further provided on Schedule 2.

2. Property Member Obligations.

(a) Authorization. Property Member represents, warrants, and covenants that Property Member owns or is otherwise authorized to use for the purposes contemplated in this Property Member Addendum those certain real properties that Property Member registered via the Service (the “Parking Area”).

(b) Access. Property Member shall designate one of its employees to serve as its primary contact with respect to this Property Member Addendum and to act as its authorized representative with respect to matters pertaining hereto (the “Property Member Contract Manager”), with such designation to remain in force unless and until a successor Property Member Contract Manager is appointed and notice of such change is provided in writing to Company. Property Member shall ensure that the Property Member Contract Manager responds promptly to any reasonable requests from Company for information or approvals required by Company to provide the Listing Services. Property Member shall cooperate with Company in its performance of the Listing Services and provide access to the Parking Area for all purposes contemplated herein.

(c) Advertisement. During the Term, Property Member authorizes Company to advertise the Parking Area on or through the Service and/or anywhere that Company sees fit via the internet or other advertising methods, for purposes of third parties renting or intending to rent one or more spaces in the Parking Area (each, a “Trucker Member” and collectively, “Trucker Members”). In connection with any reservation by a Trucker Member within the Parking Area (each, a “Parking Space”), Property Member shall honor each reservation and provide each Parking Space in accordance with the details and information set forth in the listing for the Parking Area on the Service.

(d) Inspection. Company has the right to conduct visual inspections of the Parking Area and should Company determine following any such inspection that the Parking Area does not conform to the information previously provided by Property Member or that the Parking Area is in a condition such that the Parking Area cannot be provided to Company’s standard, Company shall inform the Property Member Contract Manager of the deficiencies or concerns and give Property Member such time as is reasonable under the circumstances to remedy the deficiency or concern. If Property Member fails to address the deficiency or concern adequately, in Company’s sole discretion, then Company may remove the Company listings for the Parking Area from the Service or may terminate this Property Member Addendum with immediate effect upon written notice to Property Member.

3. Confidentiality. From time to time during the Term, either Party (as “Disclosing Party”) may disclose or make available to the other Party (as “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party, whether in writing or orally and whether or not labeled as “confidential” (collectively, “Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 3; (b) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) can be demonstrated by Receiving Party that it was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) can be demonstrated by Receiving Party that it was independently developed by Receiving Party without using any Confidential Information. Receiving Party shall: (x) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Property Member Addendum; and (z) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s employees or representatives who need to know the Confidential Information to assist Receiving Party to exercise its rights or perform its obligations under this Property Member Addendum. If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

4. Responsibility for Parking Area. Property Member acknowledges that with any reservation in the Parking Area with a Trucker Member, Property Member is voluntarily granting each Trucker Member with access to the Parking Area. Property Member hereby acknowledges and agrees that Company is not responsible for any damage or loss to property or person that may occur in the Parking Area or otherwise on any premises owned or controlled by Property Member. If Property Member’s property is damaged by a Trucker Member, Property Member agrees to first attempt to resolve the matter directly with such Trucker Member. If the matter cannot be resolved through direct contact with the Trucker Member, Company shall review the matter and offer such recourse as Company, in its sole discretion, deems necessary. Company does not and shall not be required to provide any insurance coverage to or for the benefit of Property Member at any time. Property Member is solely responsible for obtaining insurance coverage necessary or appropriate in connection with the rental of property for use by others. Property Member agrees that Company shall not be liable to Property Member in any manner whatsoever for any loss suffered by Property Member in any proceeding brought by any governmental or any other relevant public authority or the taking of any other action of any such authority against Property Member as a result of the listing of the Parking Area on the Service.

5. Coordination Regarding Repossession Actions. Property Member acknowledges that, from time to time, third parties holding an ownership, leasehold, security, or other interest in a vehicle or trailer of a Trucker Member may desire to access a Parking Area to recover and/or repossess the relevant vehicle or trailer. Property Member agrees to work directly with such third parties to facilitate such actions in a manner acceptable to the Property Member. The Company is authorized to provide information to and otherwise cooperate with such third parties in connection with such actions in its discretion, but shall have no liability whatsoever for any breach of the peace or damage resulting from any such recovery or repossession action. In addition to the general waiver of claims provided in paragraph 6 below, Property Member specifically waives and releases any right to sue, or otherwise pursue payment from, the Company for any claim arising from or relating to a recovery or repossession action by a third party.

6. WAIVER OF CLAIMS. PROPERTY MEMBER EXPRESSLY WAIVES, RELEASES, AND DISCHARGES COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS FROM ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO DAMAGE TO OR LOSS OF PROPERTY MEMBER’S PROPERTY, OR ANY PERSONAL INJURY OR DEATH THAT MAY OCCUR ON PROPERTY MEMBER’S PROPERTY. PROPERTY MEMBER FURTHER AGREES AND ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR AND SHALL NOT BE HELD LIABLE FOR ANY ACT OR OMISSION OF THIRD PARTIES, INCLUDING TRUCKER MEMBERS, LIENHOLDERS, TOWING COMPANIES, OR ENFORCEMENT AUTHORITIES ON PROPERTY MEMBER’S PROPERTY.

7. Relationship of the Parties. The relationship between the Parties is that of independent contractors and nothing contained in this Property Member Addendum shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever except as expressly provided herein.

Schedule 1 (Listing Services)

Company will provide services via the Service for advertising and selling Property Member’s identified Parking Spaces in the Parking Area. Company will also provide the initial setup services as detailed below under “Setup Services” and the ongoing services as listed in “Ongoing Services.” Company is not responsible for the Parking Area, including, without limitation, maintenance and upkeep of same, as well as safety, security and compliance with local governmental regulations.

Setup Services

● Paying for the design and procurement of physical signage for Parking Spaces.

● Paying for and managing signage installation in coordination with Property Member.

● Creation of listing for the Parking Spaces on the Service.

Ongoing Services

● Advertise Parking Spaces.

● Provide an online dashboard for Property Member to track utilization.

● Provide Technical Support to Property Member and/or Trucker Members via phone and email 24/7/365 days/year; during non-business hours, Company will respond within twelve (12) hours of any request; and Company also shall use commercially reasonable efforts to maintain a full time customer care team for Trucker Members to call for assistance.

Schedule 2 (Company Payment)

Company shall charge Trucker Members utilizing Property Member’s Parking Spaces fees as provided from time to time on the Service (the “Parking Fees”). Company shall withhold up to 30% (thirty percent) (the “Company Payment”) of gross Parking Fees made by Trucker Members for Parking Spaces in Property Member’s Parking Area. The applicable payment processor will disburse the remaining portion of Parking Fees, less such amounts necessary to pay applicable taxes including sales taxes, collected by Company with respect to the Parking Fees to Property Member via ACH within thirty (30) days from the date the Parking Fees are collected by Company. Company Payment is inclusive of all fees, costs, reimbursements, and other charges due to Company relative to this Agreement and the use of the Parking Area for Trucker Member, other than as expressly provided above.