User Agreement

Summary

1. This Agreement governs Your use of the App.
2. Every time You download, install, update, access, or use the App, You are agreeing to the terms of this Agreement.
3. This Agreement gives You a license to use the App, but Your use must be in accordance with the terms of this Agreement. The Company may end Your license for any reason at any time.
4. The App is intended to help commercial truck drivers find and purchase fuel from in-network fuel providers.
5. The App will collect Data from you in accordance with this Agreement and our Privacy Policy.
   
6. The Company will retain any Data collected from You unless you submit a written request for us to delete such Data. You can make that request by sending an email to privacy@greenlane.ai.
7. The App will only work properly if You set precise location sharing of Your Device to “Always”. Please see the Company’s Privacy Policy for more information.
8. This App is intended for commercial use by appropriately licensed commercial truck drivers.
9. You must comply with all applicable laws and regulations while using this App.

This Summary does not address all terms in this Agreement.  It is your responsibility to read this entire Agreement before using the App. If this Summary is inconsistent with any specific language or provisions set forth below, those specific language and provisions set forth below shall control over any inconsistencies in this Summary.

Definitions

The following definitions apply to this Agreement:

“Authorized User” means any commercial truck driver who: (1) is self-employed (i.e., owns or leases a commercial truck power unit and has their own operating authority), or (2) employed by any person or business who owns or leases more than two commercial truck power units.

“App” means the Company’s Greenlane app, including any updates or revisions (including changes to the name, functionality, or appearance of the App), which may be available from our website or from third party App stores.

“Beta Features” means a feature of the App that is still in the development stage that is being released to Authorized Users for further testing as part of the development process.

“Carrier” means a person or company transporting freight.

“Company” means Greenlane.ai, LLC.

“Content” means information provided to You by or through the App. Content may include Third Party Materials.

“Data” means any information provided to the Company from You, including but not limited to information that You input through the App and information collected from Your Device.

“Device” means electronic device on which the App has been downloaded.

“License” means the rights granted in Section 5 of this Agreement.

“Services” are defined in Section 3 of this Agreement.

“Provider” means a party with truck stops where fueling takes place.

“In-network” are Fuel Providers from whom you can purchase fuel through the Greenlane app and receive instant cash back.

“Fuel Code” a single use four to six digit number that must be used when purchasing fuel from an In-network Provider.

“Third Party Materials” means any information that has been provided by any source other than You or the Company.

“Updates” may include upgrades, bug fixes, patches, other error corrections, and/or new features.

“User Account” means an individual profile that is created by a driver using the functionality of the App.

Service

The App uses the Company’s proprietary algorithms and third party services to find and allow You to purchase fuel from in-network, facilitate booking of those jobs, to facilitate payment for those jobs, to facilitate communications related to those jobs, to provide other features that the Company may implement in the App from time to time, and to provide other services to improve Your user experience (“Services”). The Company may add, remove, or change this scope of Services at any time without notice.

Your Representation

1. You have read this Agreement
2. You are an Authorized User
3. You authorize us to use third-party services to provide the Services to you
4. You will not use the App while operating a motor vehicle
5. You will comply with all applicable laws and regulations when using the App
   
6. You will comply with all provisions in this Agreement
7. You will provide Data that is accurate and complete
8. As between You and the Company, the App and Services are owned by the Company
9. The App, Content, and Services are provided only under license and are not being sold to You
10. You understand that the Company is not responsible for any actions or omissions of any Carrier
11. You have no ownership rights in or to the App, Content, and/or Services
12. You are not receiving any ownership rights in the App, Content, and/or Services
13. You  are not receiving any other rights in the App, Content, and/or Services other than to interact with the App, Content, and Services in accordance with this Agreement
14. You will not allow anybody else to use Your User Account, and you will protect your login credentials from third parties
15. The Company reserves and shall retain its entire right, title, and interest in and to the App, Content, and Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto
16. This License does not create any employment relationship between You and the Company
17. You will not use the App, Content, and/or Services in any manner that is not expressly permitted by this Agreement
18. You will not use the App, Content, and/or Services to procure or book freight loads for anybody other than You
19. You will not copy, redistribute, or resell the App, Content, and/or Services
20. You will not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App, Content, and/or Services
21. You will not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App, Content, and/or Services or any part thereof
22. You will not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, Content, and/or Services, including any copy of the App, Content, and/or Services
23. You will not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, Content, and/or Services, or any features or functionality of the App, Content, and/or Services, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time

License

Subject to the terms of this Agreement, the Company grants You a limited, non-exclusive, revocable, and non-transferable license to: (a) download, install, and use the App for Your use in accordance with this Agreement and not for any other purpose (b) access, download, and use the Content for Your use in accordance with this Agreement and not for any other purpose, (c) access and use the Services for Your use in accordance with this Agreement and not for any other purpose.

License Revocation

The Company may revoke or limit the License at any time for any reason or for no reason at all.  The Company has no obligation to provide or continue providing use of, access to, updates to, or support for the App, Content, and/or Services.

Updates

From time to time, the Company may in its sole discretion develop and provide App Updates. Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either: (a) the App will automatically download and install all available Updates; or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates when they are made available by the Company. Failure to do so may result in unpredictable and/or unintended performance of the App. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.

Third Party Materials

The App may include Third Party Materials. You understand and Agree that the Company is not responsible for the accuracy, completeness, integrity, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of the 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.

Payment Partner

In order to use the payment functionality of our application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, [date of birth, social security number, physical address,] email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at support@greenlane.ai.

As part of the Company’s Services, we use various third-party service providers to process transactions. As part of this transaction processing we will need to pass certain information about you, such as your payment instrument information and billing information (ZIP code), and name in order for you to successfully transact.

The Greenlane Wallet

When you add funds to your Greenlane Wallet using ACH transfers or any other payment method, those funds are non-refundable and non-transferable. Funds deposited into your Wallet may only be used to purchase fuel and other eligible goods and services through Greenlane.
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Your Wallet balance cannot be withdrawn, redeemed for cash, or transferred to another account, except where required by law. Once funds are added, they remain in your Wallet until used for qualifying purchases.

ACH Transfer Limits and Restrictions

1. Minimum Transfer Amount: $100
2. Maximum Transfer Amount: $1,500
3. Outstanding Transfer Limit: $1,500

At any given time, the total amount of ACH transfers that have been initiated but not yet cleared cannot exceed $1,500. For example, if you initiate a $400 transfer, you will only be able to initiate an additional $1,100 until the initial $400 has cleared. Once the pending $400 is processed and added to your Wallet, your full $1,500 transfer limit will be available again.
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By adding funds to your Greenlane Wallet, you acknowledge and agree to these terms. Greenlane reserves the right to modify or update these terms as necessary.

Delayed Payment Charges

Our partners alert us when customers complete transactions at partner locations. Occasionally, some transactions are delayed for technical reasons. It’s extremely rare, but It can take up to 30 days for transactions to come through. When this happens we must perform a payment re-drive where we charge your payment instrument on-file in order to collect for the fuel that was pumped but not paid for. In such a situation, you expressly authorize the Company to charge your payment instrument for the outstanding amount.

Age and Licensing Requirements

Users must be at least 18 years old to use our services. By agreeing to these Terms, you represent and warrant that you are at least 18 years old and possess a valid Commercial Driver’s License (CDL) or Drivers License (DL) if required for your vehicle’s operation.

SMS and Text Messages

To use the Services, you will need to provide us with a telephone number, which we will provide to Shippers and use to contact you in connection with the Services. By providing us with your telephone number, You consent to the Company and third parties contacting you by telephone calls, SMS, and/or MMS or text messages related to the App and/or the Services. The frequency of text messages that we send to you depends on your transactions with us and you consent to receive text messages sent through an automatic telephone dialing system.  You may incur charges from Your carrier for these communications. Please contact your wireless service provider for pricing plans and details. If you wish to opt out of such text messages, you may do so by following the "opt-out" instructions in the text message, or by editing your account settings. Message and data rates may apply. We will treat data collected through text messages in accordance with our Privacy Policy.

Geographic Restrictions

The Company may revoke or limit the License at any time for any reason or for no reason at all.  The Company has no obligation to provide or continue providing use of, access to, updates to, or support for the App, Content, and/or Services.

Taxes

You are responsible for paying all taxes, levies, fines, tariffs, and expenses of any nature whatsoever incurred in connection with Your use of the App, Content, and/or Services, including without limitation: (i) taxes incurred as a result of any payments You receive for transporting freight; (ii) fines resulting from Your operation of any commercial vehicle; and (iii) expenses incurred in Your transportation of freight.  You agree to indemnify the Company for any claims, assessments, or penalties resulting from any failure to pay such taxes, levies, fines, tariffs, and expenses.

Fuel Tax Compliance

In jurisdictions where additional fuel taxes or permits are required (e.g., Public Utilities Commission [PUC] permits in state of Oregon), drivers must enter their valid fuel permit number at the pump prior to fueling. Failure to do so will result in an additional charge of $0.40 per gallon, plus a $15 administrative fee. These charges will be under a new transaction and will help cover the Greenlane’s incurred losses.

User Account

You must create a User Account to access certain features of the App, which will require you to provide either Your banking or credit card information so that You can purchase fuel and get cash back. The Company reserves the right to change registration requirements from time to time, and may require you to provide additional registration information later on. If You do not provide the information requested by the Company for registration purposes, You may not be able to access App features or content.

User-Generated Content (UGC) Policy

By uploading or submitting any content, including images, text, or other materials ("Content"), to our application, you agree to abide by the following guidelines:

‍Prohibited Content: You agree not to upload, post, or otherwise make available any Content that:

1. Contains nudity, sexually explicit material, or content that is otherwise inappropriate for a professional banking environment.
2. Includes offensive, derogatory, or discriminatory language, including usernames, names, or other identifiers that may be deemed offensive, inappropriate, or harmful.
3. Violates any applicable local, state, national, or international laws or regulations.

Content Monitoring and Removal: We reserve the right, but are not obligated, to monitor, review, and/or remove any Content submitted or uploaded to the app that we, in our sole discretion, determine to be in violation of these guidelines or any applicable laws.‍

Account Suspension or Termination: Violation of these terms may result in the suspension or termination of your account, as well as any other remedies available to us under law.

‍Disclaimer: By submitting Content, you understand and acknowledge that any violation of these terms may result in legal actions and/or reporting to appropriate authorities, where required.

By using this application and uploading Content, you acknowledge and agree to adhere to these guidelines. Failure to comply may result in corrective actions, including but not limited to the suspension or termination of your account.

Data Security and Data Usage

You hereby give the Company a royalty-free, worldwide license to use all Data, including but not limited to any Data that You may provide to Company and/or Your use of the App, Content, and/or the Services may generate, for the purpose of: (i) providing the Services to You; (ii) improving, troubleshooting, or updating the App and the Services; or (iii) developing other software, technology, services, inventions, or ideas. All Data that you provide is subject to the Company’s Privacy Policy.

You understand and agree that the App’s functionality may be substantially and/or completely limited unless You agree to provide all permissions as requested by the App. You specifically understand that the App will not function unless You set precise location sharing of Your mobile device to “Always”.  You agree that the Company may (but is not required to) maintain and use Your Data, even after termination of the License, unless You ask the Company in writing to delete Your Data.

You can make that request by sending an email to privacy@greenlane.ai

Beta Features

From time to time, the Company may offer access to Beta Features. Such Beta Features may not have been tested and may not function as reliably as other aspects of the App or at all. Without limiting any other aspect of this Agreement, Your use of Beta Features is at Your own risk and without any warranty whatsoever.

Referral Program

Greenlane incentivizes its users to refer other truck drivers who want to get cash back on their fuel purchases. Though most of the time these incentives are in the form of cash deposits in Your Account upon satisfactory completion of program defined terms, it may not always be cash. In the event where referral incentive is cash, this money can not be transferred out of Your Account and can only be used to purchase fuel at In-network Provider locations.

Discounts

Greenlane is provides, among other things, discounts on diesel to professional truck drivers while they conduct business. These discounts are not for personal use such as non-commercial and personal vehicles that use diesel. As such, Greenlane will charge retail price for any diesel purchased for personal use by drivers.

Payment Obligations and Fees for Failed Transactions

1. User Responsibility for Payment. By purchasing fuel through our app, you agree to pay the full amount of your purchase. It is your responsibility to ensure that your payment method (credit card, bank account, or other approved payment method) is valid and has sufficient funds or credit available to complete the transaction.
2. Unsuccessful Payments. If we are unable to collect the payment for any reason (e.g., insufficient funds, expired card, or other payment failures), you remain obligated to pay the full amount due. You will be unable to transact further until your outstanding balance is paid in full.
3. Payment Failure Fee. In addition to the outstanding balance, you will incur a $19.99 fee for each payment failure caused by issues with your credit card, bank account, or other payment method.
4. Settlement of Account. To restore access to your account and resume transactions, all outstanding amounts, including the payment failure fee, must be paid in full.
5. Rights Reserved. We reserve the right to pursue any additional remedies available under applicable law to collect unpaid balances.

Term and Termination

The term of Agreement commences when you download, use or install the App (whichever is earlier) and will continue in effect until terminated by you or the Company as set forth in this Section. You may terminate this Agreement by deleting the App and all copies thereof from Your Device(s). Company may terminate this Agreement at any time without notice in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination: (i) all licenses and rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the App, Content, and Services and delete all copies of the App from all of Your Device(s) and account. Termination will not limit any of the Company's rights or remedies at law or in equity.

General Provisions

1. LIMITATION OF WARRANTIES.  THE APP, CONTENT, AND SERVICES ARE 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, COMPANY, 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 APP, 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APP, CONTENT, AND SERVICES ARE / WILL BE AVAILABLE AT ANY PARTICULAR TIMES, MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY ACTION OR OMISSION OF ANY DRIVER, BROKER, SHIPPER, OR CARRIER.
   
   ‍SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
2. LIMITATIONS ON LIABILITY.   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY OF COMPANY AND ITS AFFILIATES RELATED TO ANY BREACH OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS HAVE ANY LIABILITY TO YOU, YOUR CUSTOMERS, OR ANY THIRD PARTIES FOR PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.  ALL OF THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Applicable Laws. This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania without giving effect to any choice or conflict of law provision or rule.
4. Dispute Resolution. You agree that any legal suit, action, or proceeding arising out of or related to this Agreement or the App shall be instituted exclusively in the United States District Court for the Western District of Pennsylvania or the courts of the State of Pennsylvania in Fayette County. You hereby waive any and all objections to the exercise of personal jurisdiction over You by such courts and to venue in such courts.
5. Force Majeure. Without limiting the provisions in Sections 17(a) and 17(b), the Company shall not have any liability for any alleged  breach of this Agreement when such alleged breach is caused by or results from any event beyond the Company’s control, including without limitation: natural disaster; acts of God; outages or interruptions of power supplies, internet service, or telecommunications; national or regional emergency; strikes, labor stoppages or slowdowns, or unavailability of labor; roadway construction or conditions; government order, law, or action; and any other similar event beyond the control of the Company.
   
6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
7. Export Regulation. The App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You 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 App available outside the contiguous US.
8. US Government Rights. The App is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the App 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 or subcontractors.
9. Entire Agreement. This Agreement, together with all other documents referenced herein, constitute the entire agreement between You and the Company related to the App, the Data, and the Services, unless You have entered an Enterprise License Agreement with the Company, which shall remain in effect.
10. Severability. In the event any provision or part of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain enforceable to the fullest extent permitted by law.
11. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.