Last Updated: 10/23/2025
This Greenlane FleetTM Portal 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, the earlier of (1) when you sign the Subscription Agreement, (2) click an “I Accept” button or check box presented with these terms, or (3) when you use any of the Services (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 the legal authority to bind that THE GREENLANE FLEETTM PORTAL (the “PORTAL”) IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GREENLANE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PORTAL, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GREENLANE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE OR HARDWARE, PLATFORM, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.
1. License
1.1. License
Subject to compliance with the terms and conditions of this Agreement, Greenlane grants you a non-exclusive, non-sublicensable, non-transferable right to access and use the Portal during the Term for use by you for your own internal business use. You may provide access to the Portal to your employees, contractors, and other representatives you permit to access and use the Portal (“Authorized Users”), and you will be responsible for ensuring that each Authorized User complies with all terms and conditions of this Agreement. You expressly agree and assume responsibility for all acts and omissions of any Authorized User in connection with this Agreement as if such acts or omissions of the Authorized User, as applicable, were your own acts or omissions. This license does not include a license with respect to any source code owned by Greenlane. We will provide you with the necessary passwords and network links or connections to allow you to access the Application.
1.2. Use Restrictions
Except as may be expressly permitted by applicable law or expressly authorized by the Portal, you shall not use the Portal for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, correct, adapt, translate, enhance, or otherwise create derivative works of the Portal, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Portal; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Portal, in whole or in part; (iv) bypass or breach any security device or protection used for or contained in the Portal; (v) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the documentation, warranties, disclaimers, or intellectual property rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Portal or documentation (vi) use the Portal 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; (vii) use the Portal for purposes of (a) benchmarking or competitive analysis of the Portal; (b) developing, using, or providing a competitive software product or service; or (c) any other purpose that is to Greenlane’s detriment or commercial disadvantage; (viii) use the Portal in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems, or other safety-critical applications, or any other use or application in which the use or failure of the Portal could lead to personal injury or severe physical or property damage; or (ix) use the Portal or documentation other than for the permitted use or in any manner or for any purpose or application not expressly permitted by this Agreement or any open source components in any manner or for any purpose or applicable not expressly permitted by any applicable controlling open source license.
1.3. Reservation of Rights
We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property Rights or other right, title, or interest in or to the Portal and its related Intellectual Property Rights. You acknowledge that, as between you and Greenlane, Greenlane owns all right, title, and interest, including all Intellectual Property Rights, in and to the intellectual property. With respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
1.4. Updates
We may from time to time in our sole discretion develop and provide Portal updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features including modifications of or improvements or enhancements to the Portal (collectively, including related documentation, “Updates“). Updates may also modify or delete in their entirety certain features and functionality. Greenlane will solely own all right, title, and interest in and to any Updates and any Intellectual Property Rights therein. All Updates will be included in the Portal for all purposes under this Agreement, including the license granted in this section. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your access and any Authorized User’s access to any portion or all of the Portal if we reasonably determine that your use of the Portal is unlawful or in breach of this Agreement. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a service suspension.
2. Online Availability of Agreement; Updates
The then-current version of this Agreement will be made available for review on Greenlane’s both prior to your acceptance and at all times thereafter while this Agreement remains in effect. Greenlane will also make a copy of the version you accepted available to you upon written request to legal@drivegreenlane.com.
Greenlane may update, revise, or replace this Agreement from time to time to reflect changes in the Portal, applicable law, or Greenlane’s business practices. When material changes are made, Greenlane will provide notice by one or more of the following: (a) posting the updated Agreement on Greenlane’s website, (b) displaying an in-Portal notice or banner, and/or (c) sending an email to the address designated for Notices. Your continued access to or use of the Portal after the effective date of any updated Agreement constitutes your acceptance of the updated Agreement. If you do not agree to any update, you must stop using the Portal.
Unless otherwise stated in the notice, updates to this Agreement will be effective on the date posted to the website identified above. Greenlane’s record of the posting date will be determinative in the absence of manifest error.
In the event of any conflict between a version of this Agreement presented for acceptance in the Portal and the version concurrently posted at the URL identified above, the version presented for acceptance in the Portal will control as to the act of acceptance, and the posted version will control thereafter to the extent of any updates effective under this Section.
Greenlane will maintain an archive of prior versions of this Agreement and will provide reasonable access to prior versions upon written request for compliance or auditing purposes. Requests should be sent to legal@drivegreenlane.com pursuant to the Notice provisions.
3. Responsibility for Use of the Portal
You are responsible and liable for all uses of the Portal and any manuals, handbooks, and installation guides relating to the Portal provided by Greenlane to you either electronically or in hard copy form/end user documentation (“Documentation”) through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Portal and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Portal and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
4. Third-Party Materials
The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials“). You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
5. Data and Intellectual Property
5.1. Intellectual Property
Greenlane is and shall remain the sole and exclusive owner of all right, title, and interest throughout the world in and to the Portal, services, and Greenlane technology and any Updates (as defined in this Section), enhancement requests, feedback, recommendations, or other information you provide (collectively, the “Technology”) including the rights arising in the US or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and works of authorship (whether copyrightable or not), including computer programs, mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world (collectively the “Intellectual Property Rights“) therein. You expressly acknowledge that the Technology, including without limitation, (i) all know-how, technology, inventions, discoveries, ideas, processes, methods, designs, plans, instructions, specifications, formulas, testing and other protocols, settings, and procedures, vendor and supply chain contacts and information, and other confidential or proprietary technical, scientific, engineering, business, or financial information; and (ii) all documentation, materials, and other tangible embodiments of any of the foregoing, in any form or medium, including papers, invention disclosures, laboratory notebooks, notes, drawings, flowcharts, diagrams, descriptions, manuals, and prototypes. the know-how embodied therein, constitute the valuable trade secrets of Greenlane.
You acknowledge that when you download, install, or use the Platform, we may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device and about your use of the Portal and Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Platform or certain of its features or functionality, and the Platform may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with the Platform is subject to our Privacy Policy found on Greenlane’s website at https://www.drivegreenlane.com/privacy-policy/.
By downloading, installing, using, and providing information to or through the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
5.2. Opting Out
Any opting out, revocation of consent, or change to your privacy preferences will be carried out in accordance with the terms, procedures, and timeframes specified in our Privacy Policy. The Privacy Policy explains how to submit an opt-out request, how we verify your identity, the categories of data or processing activities that may be affected, and the possible consequences—such as limited functionality or termination of your account—resulting from such requests.
5.3. Data
Subject to our Privacy Policy, we collect data including information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services including any data and information related to a Charging Session including, but not limited to, the time of booking, a session or session ID, user or user ID, type of vehicle or vehicle ID, vehicle charging performance, battery type or life, or any component, identifier, or other aspect thereof, charging tariffs, transferred energy and energy details, time and duration of a booking or a Charging Session, location of charging, parking, and time (collectively referred to as the “Charge Data Record” or “CDR”) for billing and other operational purposes.
Not with standing anything to the contrary in this Agreement, we may monitor your use of the Platform and collect and compile data and information related to your use of the Platform that we use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision Platform and operation of the Services (“Aggregated Statistics”). As between you and Greenlane, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Greenlane. You acknowledge that we may compile Aggregated Statistics based on information, data, and other content, in any form or medium, that you or an authorized user submit, post, or otherwise transmit through or into the Platform (“Customer Data”). You agree that we may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information.
The information included in this section shall be referred to collectively as “Data.”
5.4. AI/ML Data Use
Greenlane may use the Data and Aggregated Statistics—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.
6. Limitation of Liability
IN NO EVENT WILL GREENLANE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) ANY AND ALL DAMAGES RESULTING FROM OR ARISING OUT OF THE INABILITY TO CHARGE OR DELAY IN CHARGING A COMMERCIAL VEHICLE; (f) ANY AND ALL DAMAGES CAUSED BY NEGLIGENT OR OTHER MISUSE OF CONNECTING A COMMERCIAL VEHICLE TO A CHARGING STATION OR OTHERWISE USING THE CHARGING SERVICES OR EQUIPMENT; or (g) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GREENLANE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL GREENLANE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS Agreement UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO GREENLANE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. 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.
8. 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.
9. Indemnification
9.1. 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.
9.2. 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.
10. General Terms
10.1. 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
10.2. 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.
10.3. 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.
10.4. 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.
10.5. 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.
10.6. 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.
10.7. 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.
10.8. 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.
10.9. 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.
10.10. 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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