EMPLOYEES, FRIENDS AND FAMILY

THIS EMPLOYEES, FRIENDS AND FAMILY TESTING AGREEMENT (the "Agreement")  outlines the terms pursuant to which you (“Participant“) may use the Test Product (as defined below) provided by Greenlight Financial Technology, Inc.  (“Greenlight”). Participant agrees that by using the Test Product, Participant, who is either a Greenlight employee, a Greenlight director or the friends or family of a Greenlight employee or director, agrees to the terms and conditions set forth in this Agreement. If Participant does not agree with these terms and conditions, Participant should not use the Test Product.

• Statement of Purpose.  Greenlight wishes to engage Participant to participate in testing a new or enhanced product or feature which product and permissions required are more fully described in Schedule 1 (hereinafter, the “Test Product”) during the Test Period (defined below).  For purposes of this Agreement, the Test Product may include Documentation (which means user guides, operating manuals, specifications and/or any materials for the Test Product that Greenlight provides to Participant) plus any updates, modifications, revisions and corrections thereto supplied by Greenlight to Participant under this Agreement.  Participant desires for Greenlight to provide Participant with the Test Product in accordance with the terms of this Agreement (hereinafter, the “Program”).  Participant acknowledges that the Test Product is not Generally Available (which means available as a non-development product, for sale by Greenlight to the general commercial market) and may never become Generally Available or may become Generally Available with different features and functionalities or in different configurations from those tested during the Program.  Participant further acknowledges that, during the Test Period, the Test Product is subject to the then current (i) “Terms of Service” located at https://greenlight.com/terms-of-service, (ii) “Privacy Statement” located at https://privacy.greenlight.com/policies and (iii) “Cardholder Agreement” located at https://greenlight.com/cardholder, as all such terms may be updated from time to time (collectively, the Terms of Service, Privacy Statement and Cardholder Agreement are referred to hereafter as the “Greenlight Terms”).  To the extent there is a conflict between the terms of this Agreement and the Greenlight Terms, the terms of this Agreement shall control for purposes of this Agreement only.

• Access/License.  Participant will be invited via email by Greenlight to download the Test Product.  Greenlight grants to Participant a limited, non-exclusive, revocable, and non-transferable license and in the United States for Participant to access and use the Test Product (“Test License”).  Upon completion of the Test Period, the Test License shall immediately terminate.

• Proprietary Rights.  Participant acknowledges that the Test Product and any designs or requirements documents including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, is the sole and exclusive property of Greenlight.  Participant agrees and acknowledges that it is not purchasing title to the Test Product but is only being granted a license to use the Test Product during the Test Period.  Participant agrees that all rights, title and interest in the Test Product shall be deemed to vest and remain vested in Greenlight, including, but not limited to, patents, copyrights, trade secrets and other intellectual property rights.  

• Compensation.  Participant will receive the Test Product and related services during the Test Period at no charge.

• Participant’s Obligations.  Throughout the Test Period, Participant will:  (i) Use the Test Product on an ongoing basis in accordance with the terms of this Agreement or as otherwise directed by Greenlight; (ii) Participate in an exit interview at the conclusion of the Test Period, which may include requests for documentation and data related to the Test Product performance; and (iii) provide ongoing feedback to Greenlight regarding the Test Product, which may include, but is not limited to, requests for documentation and data related to the Test Product and an exit interview at the conclusion of the Test Period. Greenlight shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Test Product and any Generally Available product any suggestion, enhancement request, recommendation, correction or other feedback provided by Participant, relating to the operation of the Test Product for use by Greenlight and users of its offerings. 

• Participant’s Restrictions.  During the Test Period, unless agreed otherwise by Greenlight, Participant will only use the Test Product as specifically set forth in this Agreement.  Participant understands, agrees, and acknowledges that it may not, and warrant that it will not, (i) use the Product in an unlawful manner; (ii) intentionally interfere with, alter, or damage operation of the Test Product, or any user’s enjoyment of the Test Product; (iii) attempt to gain unauthorized access to the Test Product, or other accounts, computer systems, or networks connected to the Test Product or any other Greenlight services; or (iv) disable, circumvent, or otherwise interfere in any way with Greenlight’s security-related features.

• Test Period.  The Program shall commence upon the date Participant accepts this Agreement and shall continue until the Test Product becomes Generally Available, which is expected between late December 2023 and January 2024 (the “Test Period”).  Upon completion of the Test Period, Participant will immediately cease use of the Test Product and delete the Test Product and related Documentation to Participant within ten days following the expiration of the Test Period.  If Participant desires to use the Generally Available version,  Participant shall download the Generally Available product from the app store.

• Termination.  Greenlight may immediately, upon written notice to Participant, terminate the Program and this Agreement for any reason.  

• Disclaimer.  Greenlight does not warrant the performance of the Test Product in any way during the Test Period, including that its use will be uninterrupted or error-free. In the event the Test Product is deemed Generally Available and Participant desires to purchase such product, the warranties set forth in the “Terms of Service” will control.   GREENLIGHT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT LIMTED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT.  THE TEST PRODUCT IS LICENSED “AS IS” WITH ALL FAULTS AND DEFECTS.  THE ENTIRE RISK AS TO QUALITY AND PEROFRMANCE OF THE TEST PRODUCT IS WITH PARTICIPANT.  In addition, the Test Product (i) may be changed, suspended or discontinued at any time without prior notice to Participant and (ii) are not covered by any service level obligations, warranty or indemnity. Notwithstanding anything to the contrary in the Greenlight Terms or any other limitation of liability section in the Greenlight Terms, with respect to the Test Product, Greenlight will not be liable for any amounts in excess of the lesser of (i) the limitation on the amount of liability stated in the Greenlight Terms or (ii) $5,000. Nothing in the preceding sentence will affect any exclusions from any limitation of liability in the Agreement with respect to matters for which liability cannot be excluded or limited under applicable law.

• Miscellaneous. This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware without regard to conflict of laws principles. Any claim or controversy arising out of or relating to this Agreement will be brought exclusively in federal or state court located in Delaware, and the parties hereby consent to personal jurisdiction and venue in such court. No failure or delay on the part of any party in exercising any right hereunder, irrespective of the length of time for which such failure or delay will continue, will operate as a waiver of, or impair, any such right. No waiver of any right hereunder will be effective unless given in a signed writing. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, and the remainder of this Agreement will remain in full force and effect. This Agreement, including the Greenlight Terms, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or Agreement to this Agreement will be effective unless in writing signed by the parties. This Agreement will be binding upon and will inure to the benefit of the parties and their respective heirs, successors, representatives and assigns. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Neither this Agreement, nor any of the rights and obligations hereunder, may be assigned or delegated by Participant without the prior written consent of Greenlight.

SCHEDULE 1

DESCRIPTION OF TEST PRODUCT

Participant agrees to the additional terms set forth on this Schedule 1 for the Test Products.  Any definitions not provided in the Agreement may be found in the Greenlight Terms.

• Driving Reports:

The ‘Driving Reports’ feature allows Greenlight to monitor the safety and driving habits of any moving vehicle that enrolled participants are in as a passenger or a driver, including the Primary Accountholder, the Authorized Approver, and any Secondary Cardholders.

In order to activate Driving Reports, Participant will be asked to set up the feature for each Registered Device individually and will be requested to allow various permissions on each Registered Device, such as activating motion sensors and enabling location sharing. Only those enrolled will be able to have their trips monitored with Driving Reports, but family members in the family can see the enrolled participants trip details by default, whether or not they are enrolled themselves. 

In addition, Driving Reports will not operate properly without a fully operational accelerometer and GPS sensor on the Registered Device. If Participant does not allow the requested permissions on the Registered Device, or turns them off, or if the Registered Device is not connected to a mobile data network, the Driving Reports feature will not work properly.

Please note that the Driving Reports feature will only be activated when:

• The Registered Device has a fully operational Accelerometer and GPS Sensor, which are activated;

• The Participant is in a vehicle driving over 10 mph;

• The vehicle has traveled at least 0.50 miles; and

• Participant has mobile data turned on or has an active WiFi connection.

If a device is enrolled in “Driving Reports”,  the Application will monitor whenever a Registered Device is in a moving vehicle, whether as a driver or a passenger, and detect unsafe actions along the way, inclusive of “Phone interactions”, “speeding”, “hard braking”, “hard turning” “rapid acceleration”, and any “late night driving.” All trips will be assigned a ‘score’ between 0 and 100 to indicate the trips’ level of safety, where all trips with scores of 70 or less will be flagged as ‘Unsafe’ and appear in the ‘Unsafe trips to review’ section of the Application. Trips will also be labeled as “Passenger” or “Driver” to indicate if the Registered Device was detected to belong to the driver of or a passenger in a car. By default, Secondary Approvers below the driving permit age will always be labeled as a “Passenger” unless their settings are changed. Details from all detected trips from the last 30 days can be found within the Greenlight application.

These unsafe actions mentioned above are described below. They will be flagged on the ‘trip details’ pages for all trips denoted by an icon and a placement on the route that the vehicle traveled on representing where they occurred:

• Late night trips - driving activity between 12:00 AM and 4:00 AM local time;

• Rapid acceleration - a dangerous increase in speed of 7 mph or more in one second;

• Hard brake - unexpected reduction in speed of 7 mph or more in one second;

• Hard turn - a sharp change of direction to the right or left; 

• Phone interaction - interacting with the Participant’s phone for more than 3 seconds while driving more than 11 mph;

• Speeding

  • When traveling < 30 mph exceeding the posted speed limit by more than 5 mph for 15 seconds

  • When traveling > 30 mph exceeding the posted speed limit by more than 10 mph for 15 seconds

• Crash - a significant impact to the vehicle when traveling 10 mph or higher for a distance of at least 0.2 miles

2. Real-time Trip Alerts

The ‘Real-time Trip Alerts’ feature allows Greenlight to detect when an enrolled Secondary Cardholder is in a moving vehicle and alert the enrolled Secondary Cardholder’s Primary Accountholder and Authorized Approver, that a trip in a vehicle has started or ended. A ‘trip started’ alert will let the Primary Accountholder and Authorized Approver know that the Secondary Cardholder is newly in a moving vehicle and will allow them to tap into the notification and track along with their Secondary Cardholder’s current location, so long as that Secondary Cardholder has their ‘Family Location Sharing’ feature enabled. The ‘trip ended’ alert will let the Primary Accountholder and Authorized Approver know that their Secondary Cardholder’s trip has ended, will assign a Score of 0-100 on the safety of the trip, and will highlight details on the safety of the trip for which more can be seen by tapping through the notification to the ‘trip details’ screen for that most recent script (see “Driving Reports”) above. 

The Primary Accountholder and Authorized Approver may adjust in their settings for which children they want to receive a ‘trip started’ or ‘trip ended’ alert, or both. 

In order for the Primary Accountholder and Authorized Approver to receive Real-time Trip Alerts for a Secondary Cardholder, that Secondary Cardholder will need to set up the feature “Driving Reports” for their individual Registered Device (See “Driving Reports” above). 

Participant acknowledges that Greenlight will be able to associate trips with Participant and their family members who participate in the Program. This will include full trip information such as starting as end points, full path, as well as any safety event recorded during the trip.