TERMS OF USE

Effective Date: July 30, 2026

These Terms of Use (“Terms”) govern your access to and use of the websites, applications, software, portals, tools, communications, and related services operated by Overland Priority LLC (“Overland Priority,” “we,” “us,” or “our”), including overlandpriority.com, OP Intel, and related online services.

By accessing or using our services, you agree to these Terms. If you do not agree to these Terms, do not access or use the services.

1. ABOUT OVERLAND PRIORITY

Overland Priority provides carrier dispatch, revenue-operations support, administrative coordination, technology-enabled operational tools, and related services primarily for motor carriers, owner-operators, and small trucking fleets.

Overland Priority is not a motor carrier and does not assume responsibility for operating a carrier’s equipment, supervising drivers, complying with hours-of-service requirements, maintaining insurance or operating authority, securing cargo, or complying with transportation laws and safety regulations.

Specific services provided to a carrier may also be governed by a separate Carrier Agreement, Dispatch Authorization, payment authorization, or other written agreement. If a conflict exists between these Terms and a signed agreement covering a specific service, the signed agreement will control with respect to that service.

2. OP INTEL

OP Intel is Overland Priority’s proprietary operations and decision-support platform. It may assist with dispatch workflows, route analysis, document processing, billing, carrier communications, scheduling, broker coordination, operational reporting, and other business functions.

OP Intel may use automated calculations, third-party data, artificial intelligence, routing information, document extraction, or other technology to support operational decisions. These tools are intended to assist decision-making and do not constitute guarantees of accuracy, profitability, legal compliance, safety, freight availability, or operational feasibility.

Users remain responsible for reviewing information and exercising appropriate judgment before relying upon it.

3. CARRIER AND USER RESPONSIBILITIES

Users must provide accurate, complete, and current information and must have authority to provide any information submitted on behalf of a business, carrier, driver, employee, or other person.

Motor carriers remain solely responsible for their drivers, equipment, operating authority, insurance, permits, hours of service, ELD compliance, cargo securement, vehicle condition, legal operating limits, transportation obligations, and compliance with applicable laws and regulations.

A carrier’s approval of a load represents the carrier’s own determination that the load can be performed safely, legally, and operationally.

Overland Priority may refuse to participate in activity that we reasonably believe is unsafe, unlawful, fraudulent, misleading, or materially noncompliant.

4. DISPATCH AND LOAD APPROVAL

Overland Priority may search for freight, communicate with brokers or shippers, negotiate proposed rates and terms, organize load information, and present freight opportunities to carriers.

Unless separately agreed in writing, Overland Priority will not commit a carrier or enrolled truck to a specific load without the carrier’s approval of that load.

A carrier’s approval of a load does not transfer motor-carrier responsibilities to Overland Priority.

5. NO GUARANTEE OF LOADS, REVENUE, OR PROFIT

Freight availability, rates, operating costs, market conditions, broker performance, fuel costs, weather, traffic, equipment availability, driver availability, and other factors affecting transportation operations may be outside Overland Priority’s control.

Overland Priority does not guarantee any minimum number of loads, gross revenue, net income, profit margin, rate per mile, utilization level, or other financial or operational outcome.

Any projections, benchmarks, estimates, route economics, margin calculations, or recommendations are provided for informational and decision-support purposes and should be evaluated using the carrier’s actual costs, circumstances, and operating requirements.

6. FEES, INVOICING, AND PAYMENTS

Unless otherwise agreed in writing, Overland Priority’s standard dispatch service fee is 10% of commissionable load revenue, generally consisting of linehaul and fuel surcharge.

Amounts such as detention, layover, truck ordered not used (TONU), lumper reimbursement, toll reimbursement, scale reimbursement, permits, claims, advances, and similar accessorial, reimbursement, or pass-through amounts are not included in the standard dispatch-fee calculation unless expressly agreed otherwise.

Overland Priority may use authorized third-party payment-service providers to generate invoices, maintain authorized payment methods, process electronic payments, collect amounts due, issue credits or refunds, and administer payment activity.

Where a carrier authorizes recurring electronic collection, invoice amounts may vary based on verified load activity. Applicable billing schedules, authorization terms, and collection timing may be further described in the Carrier Agreement or applicable payment authorization.

Users are responsible for ensuring that payment information remains accurate, current, and authorized.

7. THIRD-PARTY SERVICES AND INTEGRATIONS

Our services may connect with or rely upon third-party service providers supporting functions such as payments, accounting, mapping and routing, communications, document processing, hosting and infrastructure, authentication, analytics, telematics, data services, and other business or technology functions.

Third-party providers may be added, replaced, or discontinued as our services, technology, and operational needs evolve. Overland Priority is not required to publicly identify every service provider used in delivering the services except where disclosure is required by applicable law or otherwise addressed in our Privacy Policy.

When you authorize an integration, you authorize Overland Priority to exchange information with the applicable service as reasonably necessary to provide the requested functionality.

Third-party services may also be governed by their own agreements, terms, and privacy policies. Overland Priority does not control and is not responsible for the independent availability, policies, security practices, performance, or actions of third-party providers.

8. ACCOUNTING INTEGRATIONS

Where a user authorizes a connection to an accounting or bookkeeping service, Overland Priority may transmit or retrieve accounting-related information reasonably necessary to support authorized business functions, including customer records, invoices, payment reconciliation, revenue records, and financial reporting workflows.

Overland Priority will use connected accounting information only for authorized business purposes and in accordance with our Privacy Policy.

Connecting an accounting platform does not make Overland Priority the user’s accountant, tax advisor, auditor, or financial advisor.

9. ACCOUNTS AND SECURITY

Users are responsible for protecting their login credentials and for activity performed through their accounts.

Users must not share credentials with unauthorized persons, circumvent access controls, attempt to access another user’s information, interfere with system security, introduce malicious software, reverse engineer restricted portions of our systems, or use the services for unlawful purposes.

Overland Priority may require multi-factor authentication, individual user accounts, password-security controls, or other reasonable security measures.

Users must notify Overland Priority promptly if they know or reasonably suspect that an account, credential, or authorized access method has been compromised.

10. DATA AND PRIVACY

Our collection, use, storage, sharing, and protection of personal and business information is governed by our Privacy Policy.

By using our services, you acknowledge that information may be processed by Overland Priority and authorized service providers as described in the Privacy Policy.

11. SMS AND TEXT MESSAGING

Overland Priority LLC offers an optional text messaging program for individuals who expressly consent to receive operational SMS communications.

Messages may include carrier application updates, dispatch coordination, customer support, pickup and delivery notifications, scheduling changes, estimated arrival times, and other shipment-related operational communications. This program does not include promotional or marketing messages.

Participation in the SMS program is voluntary. Consent to receive text messages is not required to submit a carrier application or purchase services from Overland Priority.

Message frequency varies depending on application status, dispatch activity, and operational needs. Message and data rates may apply according to your mobile service provider and plan.

You may opt out of receiving text messages at any time by replying STOP. For assistance, reply HELP, email admin@overlandpriority.com, or contact us at +1 (402) 576-4435.

Opting out of SMS communications does not terminate any existing service agreement or prevent Overland Priority from communicating through other authorized channels.

Overland Priority may use authorized messaging service providers to deliver operational text messages. We do not sell or share mobile information or SMS consent information with third parties for their marketing or promotional purposes. Additional information about our data practices is available in our Privacy Policy.

Mobile carriers are not responsible for delayed or undelivered messages.

12. DOCUMENTS AND ELECTRONIC RECORDS

Users may upload, transmit, or otherwise provide documents including rate confirmations, bills of lading, proof-of-delivery documents, invoices, insurance records, carrier records, equipment records, and other business documents.

You represent that you have the legal right and authority to provide such documents and authorize Overland Priority to process them for legitimate service, operational, billing, compliance-support, recordkeeping, and related business purposes.

Electronic records, electronic communications, and electronic signatures may be used where legally permitted.

13. INTELLECTUAL PROPERTY

The Overland Priority name, logos, branding, website content, software, workflows, business methods, documentation, reports, designs, interfaces, databases, and OP Intel platform are owned by or licensed to Overland Priority and may be protected by applicable intellectual-property laws.

Except as expressly authorized, users may not copy, reproduce, distribute, sell, sublicense, reverse engineer, create derivative works from, or commercially exploit Overland Priority’s proprietary materials.

Use of the services does not transfer ownership of Overland Priority intellectual property to any user.

14. ACCEPTABLE USE

Users may not use our services to engage in fraud, impersonation, unlawful transportation activity, unauthorized system access, credential theft, malware distribution, intellectual-property infringement, harassment, deceptive business practices, or other conduct that could materially harm Overland Priority, another user, a carrier, broker, shipper, service provider, or third party.

Overland Priority may investigate suspected misuse and may restrict or terminate access when reasonably necessary to protect users, systems, legal obligations, or third parties.

15. SUSPENSION AND TERMINATION

Overland Priority may suspend or terminate access to services when continued access presents unacceptable payment, safety, compliance, fraud, cybersecurity, operational, legal, or reputational risk.

Where a separate Carrier Agreement applies, termination rights and outstanding obligations relating to contracted carrier services are governed by that agreement.

Termination does not eliminate payment obligations, confidentiality obligations, intellectual-property protections, indemnification obligations, or other provisions that by their nature are intended to survive termination.

16. DISCLAIMER OF WARRANTIES

To the fullest extent permitted by applicable law, the services are provided on an “as is” and “as available” basis.

Overland Priority does not warrant that the services will always be uninterrupted, error-free, secure, accurate, complete, or suitable for every user, carrier, route, load, or business situation.

Routing, market, freight, operational, financial, artificial-intelligence, document-extraction, telematics, and third-party data may contain delays, inaccuracies, omissions, or errors.

Users remain responsible for independently evaluating material business, financial, safety, compliance, and legal decisions.

17. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Overland Priority and its owners, employees, contractors, affiliates, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of business opportunity, loss of data, equipment downtime, or business interruption arising from or relating to use of the services.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

Additional limitations of liability applicable to contracted carrier services may be stated in the applicable Carrier Agreement.

18. INDEMNIFICATION

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Overland Priority and its owners, employees, contractors, and affiliates from claims, losses, liabilities, damages, costs, or expenses arising from your unlawful conduct, breach of these Terms, violation of another party’s rights, misuse of the services, or matters for which you remain legally responsible as a motor carrier or business operator.

19. GOVERNING LAW

These Terms are governed by the laws of the State of Nebraska, without regard to conflict-of-law principles.

Any dispute arising from or relating to a separate Carrier Agreement may also be subject to the dispute-resolution provisions contained in that agreement.

20. CHANGES TO THESE TERMS

Overland Priority may update these Terms periodically to reflect changes in our services, technology, legal requirements, business practices, or third-party integrations.

Updated Terms will be posted on this page with a revised effective date. Continued use of the services following an update constitutes acceptance of the revised Terms to the extent permitted by applicable law.

21. CONTACT US

Questions regarding these Terms may be directed to:

Overland Priority LLC
Email: admin@overlandpriority.com
Website: overlandpriority.com