SERVICE PROVIDER AGREEMENT

Service Provider shall be responsible for the provision of Services to Good Sam Customers for any specific request for Services received from Good Sam (each, a "Service Request"). Each Service Request accepted by Service Provider shall be performed in accordance with this Agreement.

Unless specified otherwise, Service Provider is responsible for reasonably determining the proper equipment and methods for providing the Services within the specific requirements of any Service Request. If Service Provider determines it is unable to perform the Services or a Service Request for any reason, it must promptly inform Good Sam.

For each Service Request satisfactorily performed by Service Provider, Good Sam will pay Service Provider in accordance with the rate schedule in effect at the time the Service was performed ("Service Fee"). If the Service performed is not identified in the rate schedule, the Service Fee will be an amount pre-authorized in advance by Good Sam.

Good Sam will pay Service Provider the Service Fee or any other pre-authorized amounts within 30 days of the date of service. Any expenses or costs Service Provider incurs beyond the Service Fee or pre-authorized amounts are Service Provider's sole responsibility. If Service Provider disputes any amounts paid to it for Services performed, it must raise any such disputes in writing to Good Sam within 90 days of the date of service or Service Provider has waived any such dispute. In the event Service Provider submits an invoice to Good Sam for any reason, Good Sam will review such invoice in good faith but in no event will Good Sam be responsible for invoices received more than 90 days after the date of service.

Good Sam's Service Fee only covers Services performed in response to a specific Service Request. If Service Provider performs additional service beyond the scope of Good Sam's Service Request, the Customer will be responsible for any such additional charges. Any such additional charges to Customers will be at a commercially reasonable and customary rate.

Service Provider shall solely be responsible for any income or other taxes due under applicable laws or regulations arising from any payments received by Service Provider hereunder.

Service Provider shall maintain complete and accurate books and records regarding its business operations relevant to the calculation of fees and expenses, and any other information relevant to the Services conducted pursuant to this Agreement. Service Provider shall make such books and records, and appropriate personnel, available during normal business hours for audit by Company or its authorized representative. Company shall provide Service Provider with reasonable advance notice of such audit.

Service Provider acknowledges and agrees that Service Provider's communications with Good Sam, including phone calls, texting, or chat features, may be monitored and recorded by Good Sam and its agents. Service Provider itself and on behalf of its personnel, hereby consents to its communications with Good Sam being monitored and recorded.

Service Provider acknowledges and agrees that if it provides mobile phone numbers to Good Sam for use in the Services, Service Provider (a) consents to receiving communications at the provided phone number, including through automated messages or telephone calls, and (b) represents that it has authority to provide authorization on behalf of any of its personnel.

Service Provider shall not subcontract all or any portion of the Services without Good Sam's express written consent.

The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue until terminated as set forth herein (the "Term"). Either party may terminate this Agreement (a) at any time upon 30 days prior written notice, or (b) immediately upon notice if the other party is in material breach of this Agreement and such breach is not curable or is not cured within 30 days.

Upon termination of this Agreement, Service Provider shall (a) cease identifying itself as a member of the Good Sam Network, (b) cease use of any use of Good Sam's trademarks, service marks, trade names, or logos for any purpose, and (c) return or destroy any and all of Good Sam's Confidential Information in Service Provider's custody or control.

The provisions set forth in Sections 3 and 7-9 shall survive termination of this Agreement.

Each party represents and warrants that (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into this Agreement, to grant the rights granted hereunder and to perform its obligations hereunder; (c) and when executed by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party.

Service Provider further represents and warrants to Good Sam that Service Provider (a) has the necessary skill, expertise, and equipment to perform the Services; (b) will perform the Services using personnel of required skill, experience, and qualifications and in a professional and safe manner in accordance with industry best practices for similar services; and (c) will comply with all applicable laws and regulations in its performance of the Services and has all applicable permits or licenses necessary in order to perform the Services. Service Provider agrees to provide Good Sam with copies of any applicable permits or licenses upon request.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT.

Service Provider shall procure and maintain the insurance described in Addendum A, attached hereto.

Each party (the "Indemnifying Party") hereby agrees to defend, indemnify, and hold the other party, and the officers, directors, employees, agents and affiliates of the other (collectively, the "Indemnified Party") harmless from and against any and all costs and expenses (including reasonable attorneys' fees) arising out of any third party claim arising out any negligent act or omission, willful misconduct, or violation of law of the Indemnifying Party, or any breach of any representation or warranty or other term of this Agreement by the Indemnifying Party.

Additionally, Service Provider expressly agrees to indemnify Good Sam for any claims relating to damage or injury in connection with Service Provider's provision of Services to a Customer. If Service provider causes damage or injury in the course of providing Services, Service Provider agrees to promptly notify Good Sam and cooperate in good faith with Good Sam and its agents in resolving the matter, which cooperation will include but not be limited to making any of Service Provider's involved personnel or vehicles available to Good Sam or its agents.

The party seeking an indemnity hereunder will promptly notify the Indemnifying Party in writing of any claim for which it is entitled to be indemnified and cooperate with the Indemnifying Party at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such claim and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall not settle any claim in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed.

OTHER THAN A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER OR LIABILITY ARISING FROM DAMAGE OR INJURY CAUSED BY SERVICE PROVIDER TO A CUSTOMER, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

The parties acknowledge that each party (the "Receiving Party") will receive in connection with this Agreement confidential information relating to the other party's (the "Disclosing Party") business, including but not limited to, information regarding the Disclosing Party's business, customers, products, pricing, services, and other information that should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure (collectively, "Confidential Information"). Customer Information is expressly considered Good Sam Confidential Information.

Service Provider acknowledges that all data and information identifying or relating to any Customer provided to Service Provider by or on behalf of Good Sam ("Customer Information") is expressly made available to Service Provider for the sole purpose of providing Service in response to a Service Request. As applicable, Service Provider agrees to comply with Addendum B – Privacy.

Each party agrees to protect and maintain the secrecy of the Disclosing Party's Confidential Information by, among other things: (a) not accessing or using Confidential Information other than as strictly necessary to perform its obligations under and in accordance with this Agreement; (b) maintaining all Confidential Information in strict confidence and not disclosing or permitting access to Confidential Information; and (c) safeguarding the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care. If Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, Receiving Party shall notify Disclosing Party of such requirement so that Disclosing Party can seek a protective order or other appropriate remedy and provide reasonable assistance to Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.

This Agreement, together with any exhibits or addenda hereto or referenced herein, constitutes the entire agreement of the parties with respect to the subject matter, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

Service Provider shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the Good Sam's prior written consent. Any purported assignment, delegation, or transfer in violation of this section is void.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement 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. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

Other than as indicated herein, no amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

This Agreement shall be construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Chicago, Illinois before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures or any subsequent versions. Judgment on the award may be entered in any federal or state court sitting in Illinois. The parties expressly waive their right to a trial in a court of law (including small claims court) or to participate in a class action, whether in a court or law or through arbitration.

All notices under this Agreement shall be in writing and addressed to a party at the address identified in the signature page below or such other address as such party may designate from time to time. Notices will be deemed effectively given when received or on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

This Agreement may be executed in electronic counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.