Effective date:01/01/2026 | Last updated: 10/27/2026

These Terms of Use (“Terms”) govern access to and use of the Dynamics TMS® Co-Managed Transportation Service and associated software, portals, websites, documentation, and support features made available by Next Generation Logistics, Inc. (“NGL,” “we,” or “us”) (collectively, the “Services”). By clicking an acceptance button, executing an order form or statement of work that incorporates these Terms, or accessing the Services after receiving notice of these Terms, the customer entity (“Customer”) agrees to be bound by them. A person accepting on behalf of Customer represents that they have authority to bind Customer. If Customer does not agree, it must not access or use the Services.

The Services may combine transportation management software, configuration, reporting, carrier connectivity, and agreed co-managed operational support. Specific deliverables, fees, service levels, implementation responsibilities, and scope are described in an executed order form, master services agreement, statement of work, or other written agreement (“Customer Agreement”). If a Customer Agreement expressly conflicts with these Terms, the Customer Agreement controls for that conflict. Services not expressly included in a Customer Agreement are excluded.

Customer will provide accurate shipment, carrier, rate, contact, and operational information; designate authorized users; maintain appropriate account security; obtain rights and notices necessary to provide data to NGL; and comply with applicable laws. Customer remains responsible for commercial decisions and approvals assigned to it under the Customer Agreement, including shipment instructions, tender decisions, and review of rates and charges unless NGL expressly agrees otherwise in writing.

Subject to payment and compliance with the Customer Agreement, NGL grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for its internal business operations during the applicable term. Customer will not reverse engineer, copy, resell, sublicense, interfere with, or use the Services unlawfully, except as permitted by mandatory law or expressly authorized in writing. Customer will promptly notify NGL of suspected unauthorized access.

The Services may connect to Microsoft Dynamics 365, hosting services, electronic data interchange (EDI) providers, carriers, telematics platforms, mapping services, and other third parties as configured for Customer. Availability and functionality of third-party services may depend on separate subscriptions, credentials, permissions, and third-party terms. NGL is responsible for its own contractual obligations but does not control independent third-party systems.

NGL’s precise role in transportation operations will be described in the applicable Customer Agreement. Unless explicitly stated in a separate written agreement, use of the Services does not by itself appoint NGL as a motor carrier, freight forwarder, or freight broker, or transfer Customer’s obligations to carriers or other third parties. The parties will determine and comply with any licensing, registration, insurance, or regulatory requirements based on the activities actually performed; labels and disclaimers do not override applicable law.

As between NGL and Customer, Customer retains its rights in Customer-provided business data, subject to the Customer Agreement. Customer authorizes NGL and its approved service providers to process that data to provide, secure, support, and improve the contracted Services as permitted by the Customer Agreement and applicable law. Each party will protect the other party’s nonpublic confidential information using reasonable care and disclose it only as permitted by the Customer Agreement or law. Security commitments, breach notification, data return, and deletion obligations will be governed by the Customer Agreement and any applicable data processing agreement.

NGL and its licensors retain all rights in the Services, underlying software, methodologies, documentation, trademarks, and pre-existing technology. Customer retains rights in its data. Ownership and license rights in customer-specific deliverables, customizations, and work product are governed by the executed Customer Agreement; these Terms do not alter negotiated ownership or payment provisions.

Fees, billing frequency, expenses, taxes, payment terms, and renewal terms are stated in the Customer Agreement. NGL may suspend access for material nonpayment only to the extent and following the notice or cure process permitted by that agreement and applicable law.

NGL will provide implementation, hosting, maintenance, and support as stated in the Customer Agreement. Scheduled maintenance, updates, security actions, and third-party outages may affect availability. NGL may make reasonable changes that do not materially reduce contracted functionality; material changes are subject to the Customer Agreement.

Except for warranties expressly set out in the Customer Agreement and to the extent permitted by law, the Services are provided without additional implied warranties, including merchantability or fitness for a particular purpose. The parties’ liability limitations, exclusions, remedies, and indemnification obligations are governed by the Customer Agreement. If no Customer Agreement addresses these subjects, NGL and Customer must agree on appropriate written liability and indemnification terms before production use. Nothing excludes liability that cannot legally be excluded.

The term, renewal, suspension, termination rights, and any post-termination assistance are set out in the Customer Agreement. Following termination, each party will comply with applicable confidentiality, data retention, export, and deletion obligations, subject to lawful retention requirements and agreed transition services.

The governing law, forum, notice requirements, and dispute-resolution process are as specified in the Customer Agreement. If no Customer Agreement specifies them, the parties should establish those provisions in writing before contracting.

NGL may update these Terms prospectively by posting a revised version and providing notice when required by law or the Customer Agreement. Material changes to an existing contracted service remain subject to the Customer Agreement. Questions or legal notices may be directed to: Next Generation Logistics, Inc., 1611 Colonial Parkway, Inverness IL 60067 USA