Version 1.0
Last Updated 11.05.2025
1. Supplier shall comply with the provisions of this Greenlane Infrastructure, LLC (“Greenlane”) Supplier Code of Conduct, all applicable federal, state and local law and regulations, and applicable codes and standards (“Applicable Laws”).
2. When used in this Supplier Code of Conduct, the following words shall have the meanings specified below:
a. A “Prohibited Payment” means (a) any offer, gift, payment, promise to pay, or authorization of the payment of any money or anything of value, including but not limited to charitable contributions, directly or indirectly, to a Government Official or to a third party for or on behalf of a Government Official, if one knows or has reasonable grounds for believing that all or a portion of the money or thing of value is paid, offered, promised, given or authorized for the purpose of: (i) influencing any act or decision of the Government Official in his or her official capacity; (ii) inducing the Government Official to do or omit to do any act in violation of his lawful duty; (iii) securing an improper advantage; or (iv) inducing a Government Official to use his or her influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining business, retaining business or directing business or (b) any offer, gift, payment, promise to pay, or authorization of the payment of any money or anything of value, that would result in the bribery of or violation of law or duty by any non-government person or organization.
b. A “Government Official” means any official, officer, employee, any government, department, agency, or instrumentality (including but not limited to any government-owned or controlled commercial enterprise) of any government, or any official or employee of a public international organization or political party, or candidate for political office of any government or any person or entity working for or on behalf of any of the above individuals or instrumentalities.
c. A “Facilitating or Expediting Payment” is a payment made to expedite or secure the performance of a routine governmental action ordinarily and commonly performed by a Government Official with non-discretionary authority.
d. “Sanctions” means any type of economic, trade, financial, transactional, or other type of sanction (or any other form of ban or prohibition pursuant to any laws or regulations) administered, imposed or enforced by a governmental authority, or any other applicable sanctions authority in any relevant jurisdiction, including but not limited to the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, the UK Government (including His Majesty’s Treasury), and the Canadian Government.
e. “Sanctioned Party” means any person or entity that is or is directly or indirectly owned or controlled (as such terms are interpreted in accordance with applicable Sanctions laws and regulations) by any person or entity that is (i) listed on any applicable sanctions list as from time to time amended, including but not limited to the United Nations Consolidated Sanctions List, the OFAC List of Specially Designated Nationals and Blocked Persons, the United Kingdom’s Consolidated List of Financial Sanctions Targets and UK Sanctions List, the European Union’s Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions, and the Consolidated Canadian Autonomous Sanctions List, or (ii) subject to Sanctions and/or that is located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (including, as of the date of this Agreement, Cuba, Iran, North Korea, the Russian Federation, Belarus, the non-Ukrainian-government controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts, Crimea and Sevastopol).
3. Supplier shall abide by the requirements of 41 CFR §§60-1.4(a), 60-300.5(a), 60-741.5(a), and 61-300.10. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, national origin, sexual orientation, or gender identity. Moreover, these regulations require that Supplier take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, sexual orientation, gender identity, protected veteran status or disability. Supplier shall comply with the notice provisions set forth in 29 C.F.R. Part 471, Appendix A to Subpart A.
4. Supplier represents and agrees that it shall not make any illegal or improper payments or Prohibited Payments of any kind to third parties. In addition, no Facilitating or Expediting Payments shall be made (whether directly or indirectly) by a Party to any Government Officials.
5. The Organization for Economic Co-Operation and Development adopted a convention on combating bribery of foreign public officials in international business transactions, effective from 15 February 1999 (“OECD Convention”) and the United Nations adopted a similar convention against corruption, effective 14 December 2005 (“UN Convention”) (collectively “the Conventions”). The Conventions require the state parties to have or to enact legislation prohibiting bribery of foreign public officials in international business transactions and to criminalize other corrupt conduct. Such legislation has been enacted in the United States as the Foreign Corrupt Practices Act, as amended (“the Legislation”) and existing United States laws prohibit the conduct proscribed by the UN Convention. The Legislation, in general, prohibits the promise, payment or giving of anything of value either directly or indirectly to any Government Official or political party, for the purpose of obtaining or retaining business or any improper advantage.
6. Supplier shall ensure that: (i) all of its officers and employees who are engaged in work with Greenlane know the purpose and provisions of the Legislation; (ii) such officers and employees will comply with the Legislation; and (iii) such officers and employees will not take any actions, or cause others to take any actions, which would cause either Supplier or Greenlane to be in violation of the Legislation.
7. Supplier agrees that they are familiar with the Legislation and its purposes and represents itself and its owners, officers, directors, and employees are not officials, officers, representatives or employees of any government or political party or candidates for political office. The Parties represent that they have fully disclosed to the other Party any potential conflicts of interest, including but not limited to, existing family relationships or current or former close business relationships between itself or any of its employees, associates, officers, directors or stockholders and any Government Official, party political officials or candidates for political office and agrees to notify the other Party of any such family relationship that may arise during the term of this Agreement.
8. The Parties agree and represent further that no part of the value received under this Agreement will be accepted or used for any purpose, nor take any action, which would constitute a violation of the Legislation. The Parties agree and represent that they do not desire and will not request any service or action or inaction by the other Party which would or might constitute any such violation.
9. In the event of inconsistency in the application of, or in the imposition of penalties under, the Legislation, the Parties shall comply with the Legislation that prescribes the stricter standard with respect to conducting international business transactions or the greater penalty, as the case may be.
10. If a Party violates any paragraph of this Supplier Code of Conduct with respect to any activities undertaken relating to this Agreement, said violation shall constitute a material breach of this Agreement by such Party, and the other Party may (without limiting any other right it may have) immediately terminate this Agreement, in whole or in part, and may withdraw from the Agreement.
11. Supplier warrants that:
a. neither it, nor any person that (i) ultimately owns or controls (directly or indirectly) 25% of the shares or voting rights in Supplier, (ii) exercises ultimate control over the management of Supplier, or (iii) has the right to exercise, or actually exercises, significant influence or control over the activities of Supplier, nor any related company (including parent companies, subsidiaries, and affiliates) nor any subcontractors or third parties it engages in relation to this Agreement are a Sanctioned Party or otherwise subject to Sanctions;
b. it has complied and will continue to comply with all applicable trade restrictions and Sanctions and has not and will not knowingly employ or do business with anyone suspected of being connected with criminal orterrorist activities or who is the subject of Sanctions; and
c. Greenlane’s payment (if any) to Supplier of funds in relation to the services performed or goods delivered would not result in a violation of Sanctions by Greenlane, and any payment made by Supplier to Greenlane (if any) in relation to the services performed or goods delivered would not result in a violation of Sanctions by Supplier.
12. Health, Safety, Security, and Environmental (“HSSE”)
a. Compliance with HSSE Policies. The Supplier shall comply with all applicable HSSE policies, procedures, and standards as provided by Greenlane.
b. Reporting Requirements. The Supplier shall promptly report any incidents, accidents, or breaches of HSSE policies to Greenlane. Such reports must be made in writing and promptly submitted. The Supplier shall also provide regular updates on HSSE compliance as requested by Greenlane, including but not limited to, monthly compliance reports and any requested documentation demonstrating adherence to HSSE standards.
c. Consequences of Non-Compliance.
In the event of non-compliance with HSSE policies, Greenlane reserves the right to take appropriate action, which may include, but is not limited to, the following:
(i) Issuance of a written warning to the Supplier.
(ii) Requirement for the Supplier to implement corrective measures within a specified timeframe.
(iii) Suspension of the Supplier’s activities until compliance is achieved.
(iv) Termination of the contract for cause, without liability to Greenlane, if the Supplier fails to remedy the non-compliance within [number] days of receiving notice from Greenlane.
d. Indemnification. The Supplier agrees to indemnify, defend, and hold harmless Greenlane, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the Supplier’s failure to comply with HSSE policies.
e. Audit Rights. Greenlane reserves the right to audit the Supplier’s compliance with HSSE policies at any time during the term of any contract. The Supplier shall provide access to relevant records, personnel, and facilities as necessary to facilitate such audits.
f. Amendments. Greenlane may amend its HSSE policies from time to time. The Supplier shall be notified of any such amendments and shall comply with the updated policies upon receiving notice.
13. Sustainability and ESG Performance. Supplier acknowledges Greenlane’s commitment to sustainable development, responsible sourcing, and ethical business conduct. Supplier agrees to:
a. Operate in accordance with internationally recognized ESG frameworks, including the UN Global Compact Principles, the OECD Guidelines for Multinational Enterprises, and the ILO Core Labor Standards;
b. Maintain an environmental management system appropriate to the nature of its operations;
c. Reduce greenhouse gas emissions and support the transition to low-carbon practices;
d. Respect human rights and ensure fair labor conditions across its supply chain; and
e. Disclose material ESG metrics or targets, upon reasonable request from Greenlane. Greenlane may, at its discretion, conduct audits or request third-party certifications to verify Supplier’s ESG performance. Persistent non-compliance with these standards may be deemed a material breach of this Agreement.
14. Slavery and Human Trafficking
a. All labor must be voluntary. Supplier shall not support or engage in slavery or human trafficking in any part of its supply chain.
b. Without limiting Supplier’s obligations hereunder, Supplier shall not, and shall ensure that its partners do not, support or engage in, or require any:
(i) compelled, involuntary, or forced labor;
(ii) labor to be performed by children;
(iii) bonded labor;
(iv) indentured labor; and
(v) prison labor.
15. Artificial Intelligence
a. Supplier must adhere to the highest standards of responsible and ethical practices throughout the development and use of artificial intelligence (“AI”). Supplier must be accountable for AI systems throughout the AI systems’ lifecycle and ensure that any development or use of AI systems is in compliance with all applicable laws, regulations, and contracts.
b. Without limiting Supplier’s obligations hereunder, Supplier shall:
(i) ensure that any AI systems used or developed by Supplier are robust, secure, and safe throughout their entire lifecycle;
(ii) develop and use AI systems in a manner that respects human rights and human-centric values, including: fairness, privacy, and data protection; and avoiding discrimination and bias;
(iii) be transparent about AI systems;
(iv) ensure the explainability, auditability, and traceability of AI systems used or developed by Supplier; and
(v) establish and maintain appropriate governance, policies, and procedures that promote the responsible, accountable, and ethical use of AI systems.