Last Updated: 10/23/2025
This Greenlane OnRampTM API License Agreement (“Agreement”) is a binding agreement between Greenlane Infrastructure, LLC (“Greenlane,” “Licensor,” “we,” “us,” or “our”) and you or the entity you represent (“you,” “your,” or “Licensee”). This Agreement takes effect when you use any of the API endpoints exposed by Greenlane (the “Effective Date”), which will be recorded or retained as evidence of consent. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
BY USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.
1. Definitions
1.1. “API”
“API” means the Greenlane OnRampTM API, including any related application programming interfaces, documentation, and other materials made available by Licensor to Licensee, whether through its website or other means, and any updates or modifications thereto.
1.2. API Documentation
“API Documentation” means the API documentation made available to Licensee by Licensor from time to time, including, without limitation, through its Website.
1.3. API Key
“API Key” means the security key Licensor makes available for Licensee to access the API.
1.4. Applications
“Applications” means any applications developed by Licensee to interact with the API.
1.5. Licensor Marks
“Licensor Marks” means Licensor’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
1.6. Licensor Offering
“Licensor Offering” means Licensor’s API software described on the Website.
1.7. Updates
“Updates” means any updates, bug fixes, patches, or other error corrections to the API that Licensor generally makes available free of charge to all licensees of the API.
1.8. Website
“Website” shall mean the Greenlane website at www.drivegreenlane.com.
1.9. Your Applications
“Your Applications” means any applications developed by you to interact with the API.
2. License
Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key from a cognizant Greenlane employee to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
3. No Guarantee; Reservation of Rights
Greenlane may offer API integrations from time to time at its discretion. We don’t guarantee that any API integration will be available, operate continuously, or function the same way as the Greenlane Fleet Portal™ or Greenlane Driver™ App. Availability and features may change or be discontinued without notice.Greenlane retains the right to rate limit our API including but not limited to defining, monitoring, and enforcing API usage limits (e.g., requests per second, concurrent sessions, data volume, etc.). Greenlane reserves the right to throttle or suspend access to the API if limits are exceeded. Greenlane reserves the right to change or deprecate APO endpoints at any time or for any reason.
4. Use Restrictions
Except as expressly authorized under this Agreement, you may not:
a. copy, modify, or create derivative works of the API, in whole or in part;
b. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
c. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
d. remove any proprietary notices from the API;
e. use the API 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;
f. combine or integrate the API with any software, technology, services, or materials not authorized by Greenlane;
g. design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
h. use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or
i. attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.drivegreenlane.com/legal/api-terms from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
5. Your Applications
You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
6. No Support; Updates
This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update“), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
7. No Fees
You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement unless otherwise agreed to in a written agreement with Greenlane. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.
8. Data Collection and Use of Your Information
8.1. Collection
We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://www.drivegreenlane.com/privacy-policy/. Greenlane reserves the right to monitor API traffic for compliance and, if necessary, audit usage for security or policy violations.
8.2. Data Ownership and Use
As between Licensee and Greenlane, any data, content, or information transmitted to or through the API by Licensee or its systems (“Customer Data”) remains Licensee’s property. Licensee grants Greenlane a worldwide, royalty-free, non-exclusive license to collect, store, use, process, transmit, and display Customer Data as necessary to provide, operate, maintain, secure, and improve the Greenlane services and APIs, and to comply with applicable laws.
8.3 Aggregated Data
Greenlane may generate de-identified or aggregated data derived from Customer Data or API usage (“Aggregated Data”) and will own such Aggregated Data. Aggregated Data will not identify Licensee or its end users and may be used for analytics, benchmarking, reporting, and product improvement.
8.4. Compliance
Licensee represents and warrants it has all rights and consents to transmit Customer Data via the API and that such transmission and use complies with applicable law and Licensee’s privacy notices.
8.5. AI/ML Data Use
Greenlane may use Customer Data and Aggregated Data—including any de-identified or anonymized information derived therefrom—to develop, train, operate, and improve artificial intelligence (“AI”) and machine learning (“ML”) models or agents, for any lawful business purpose. Such purposes may include, without limitation, supporting Greenlane’s operations, customer support, data management, reservations and charging, and network operations center (“NOC”) activities. All use of Customer Data for these purposes shall be consistent with applicable law, the terms of this Agreement, and Greenlane’s then-current privacy policy. Aggregated Data and any insights or models derived from such data will be owned by Greenlane and will not identify Licensee or its end users.
9. Intellectual Property Ownership; Feedback
You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, the Company Offering, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API [and Company Marks] (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Company Offering, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
10. Intellectual Property Ownership; Feedback
THE API AND COMPANY MARKS ARE PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API [OR COMPANY MARKS], OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
12. Term and Termination
The term of this Agreement commences when you access the API and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Company Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the API and Company Marks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company’s rights or remedies at law or in equity.
13. Export Regulation
The Portal may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Portal to, or make the Portal accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Portal available outside the US.
14. US Government Rights
Each of the Documentation and the Portal is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors
15. Indemnification
15.1. Licensor Indemnification
Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses“) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Portal, or any use of the Portal in accordance with this Agreement, infringes or misappropriates such third party’s, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor’s sole discretion, to (A) modify or replace the Portal, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. This Section will not apply to the extent that the alleged infringement arises from: (A) use of the Portal in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Portal not made by Licensor; or (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee; or (D) Third-Party Products.
15.2. Licensee Indemnification
Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee’s, or any Authorized User’s: (i) negligence or willful misconduct; (ii) use of the Portal in a manner not authorized or contemplated by this Agreement; (iii) use of the Portal in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee], provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
16. General Terms
16.1. Entire Agreement
This Agreement, including and together with any related statements of work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
16.2. Notice
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice“) must be in writing and addressed to (i) Greenlane at 3101 Ocean Park Blvd., Suite 100, Santa Monica, CA 90405, legal@drivegreenlane.com; and (ii) you at your address set forth in the Fee Schedule. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or email (with sender’s receipt of confirmation generated by the recipient’s email system that the notice has been received by the recipient’s email system). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt; and (b) if the Party giving the Notice has complied with the requirements of this Section.
16.3. Arbitration
At our sole discretion, we may require you to submit any disputes arising under this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
16.4. Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
16.5. Amendment and Modification; Waiver.
No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of 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 will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16.6. Assignment
You shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Greenlane. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve you of any of your obligations under this Agreement. Greenlane may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Greenlane’s assets without your consent.
16.7. Successors and Assigns
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
16.8. Relationship of the Parties
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 whatsoever.
16.9. No Third-Party Beneficiaries
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
16.10. Governing Law; Submission to Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts in the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
16.11. Waiver of Jury Trial
Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
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