Technology and Intellectual Property Terms
Version: 1.0
Effective Date: 20 February 2026
Last Reviewed: 20 February 2026
Part of the Master Service Agreement (MSA) â Incorporated by Reference
ÂŠī¸ IP Ownership
đ Software Licensing
đ Source Code Access
âĒ White Label
đ Third-Party Integrations
đĄī¸ IP Protection
đ RELATIONSHIP TO MASTER SERVICE AGREEMENT:
This document is incorporated by reference into the Master Service Agreement (MSA). It consolidates Intellectual Property & Technology Policy, Software Licensing Policy, Source Code Access Policy, White Label Policy, and Third-Party Integration Policy. Capitalized terms used but not defined herein have the meanings given in the MSA.
â ī¸ CRITICAL IP DISTINCTION:
This policy establishes the fundamental distinction between Long Haul IP (which we own) and Client IP (which you own). Understanding this distinction is essential to your rights and obligations.
đ PART A: DEFINITIONS AND FUNDAMENTAL PRINCIPLES
A.1 Key Definitions
For purposes of these Technology and Intellectual Property Terms:
| Term |
Definition |
| Long Haul IP |
All pre-existing and independently developed tools, libraries, frameworks, templates, methodologies, source code, object code, algorithms, APIs, documentation, and software owned by Long Haul Technologies prior to or independently of any Client engagement. This includes all reusable components, modules, and underlying architecture. |
| Client IP |
All content, data, information, and materials provided by Client, including but not limited to text, images, videos, course materials, branding assets, and any custom code written exclusively for Client that cannot be used for other clients (excluding Long Haul IP). |
| Custom Code |
Code specifically developed for a Client that implements unique business logic or features not previously existing in Long Haul IP and that cannot be reused for other clients without substantial modification. |
| Generic Components |
Code, features, or functionality developed during a project that are not unique to Client's specific requirements and could reasonably be used for other clients. Generic Components become part of Long Haul IP. |
| Deliverables |
The combined work product delivered to Client, consisting of Long Haul IP, Generic Components, and Custom Code (where applicable). |
A.2 Fundamental Principles
đĸ Long Haul Technologies Owns:
- All pre-existing frameworks and libraries
- Reusable components and modules
- Templates and core architecture
- Generic Components developed during projects
- Improvements to Long Haul IP
- Company branding and trademarks
- Trade secrets and proprietary methodologies
đ¤ Client Owns:
- Client Data and content
- Branding assets provided by Client
- Custom Code (subject to full payment)
- Client-specific configurations
- Course materials and educational content
ÂŠī¸ PART B: INTELLECTUAL PROPERTY OWNERSHIP
B.1 Ownership of Long Haul IP
Long Haul Technologies retains all right, title, and interest in and to Long Haul IP, including:
- All source code, object code, and documentation for our core platforms and systems;
- All frameworks, libraries, APIs, and development tools;
- All templates, themes, and design systems;
- All algorithms, business methods, and proprietary processes;
- All improvements, modifications, and derivative works of Long Haul IP;
- All Generic Components developed during Client projects;
- All trademarks, trade names, logos, and branding of Long Haul Technologies.
Nothing in this Agreement transfers or assigns any ownership of Long Haul IP to Client. Client receives only a license to use Long Haul IP as part of the Deliverables, subject to the terms of Part C.
B.2 Ownership of Client IP
Client retains all right, title, and interest in and to Client IP, including:
- All content, data, and information uploaded to or processed through our Systems;
- All Client trademarks, logos, and branding materials provided to us;
- All Custom Code developed specifically for Client (subject to full payment);
- All Client-specific configurations and settings;
- All course materials, assessments, and educational content.
â
CUSTOM CODE OWNERSHIP:
Custom Code becomes Client's property only upon full payment of all amounts due for the project. Prior to full payment, Custom Code remains our property and is provided under license only.
B.3 Generic Components
Where we develop features, functionality, or code during a Client project that are not unique to Client's specific requirements and could reasonably be used for other clients ("Generic Components"):
- Generic Components become part of Long Haul IP;
- Client receives a license to use Generic Components as part of their Deliverables;
- We may reuse Generic Components for other clients without restriction;
- We will not reuse Client Data or Client-specific configurations.
Examples of Generic Components:
- A standard login module developed for one client that can be used in other projects;
- A reporting engine with configurable parameters;
- A database abstraction layer;
- Standard UI components and design patterns.
B.4 Improvements to Long Haul IP
Any improvements, modifications, or enhancements made to Long Haul IP during a Client project:
- Remain the sole property of Long Haul Technologies;
- Become part of Long Haul IP;
- May be reused for other clients without restriction;
- Are licensed to Client as part of the Deliverables.
đ PART C: SOFTWARE LICENSING POLICY
C.1 License Grant
Upon full payment of all amounts due, Long Haul Technologies grants Client a non-exclusive, non-transferable, perpetual (subject to payment) license to:
- Use the Deliverables for Client's internal business purposes;
- Allow Client's employees and authorized users to access and use the Deliverables;
- Install the Deliverables on Client's servers or our hosted environment as agreed;
- Make reasonable backups of the Deliverables.
C.2 License Restrictions
Client may NOT:
- Resell or Distribute: Resell, sublicense, rent, lease, or distribute the Deliverables or any part thereof to third parties;
- Reverse Engineer: Reverse engineer, decompile, disassemble, or attempt to derive source code from compiled software (except as permitted by law);
- Remove Notices: Remove, alter, or obscure any copyright, trademark, or proprietary notices;
- Competing Products: Use the Deliverables to build a competing product or service;
- Exceed Scope: Use the Deliverables beyond the scope expressly permitted;
- Unauthorized Access: Allow unauthorized third parties to access the Deliverables;
- Modify Core: Modify, adapt, or create derivative works of Long Haul IP (except as expressly permitted in writing).
đĢ NO RESALE RIGHTS:
Unless you have a separate written White Label Agreement (Part E), you may not resell, sublicense, or provide access to our Systems to third parties as a service. Your license is for your internal use only.
C.3 License Types and Tiers
Different license types may apply depending on the product and engagement:
| License Type |
Description |
Typical Use Case |
| Standard License |
Non-exclusive, non-transferable license for internal use only. Included with all projects. |
Most clients, standard LMS/LMIS deployments |
| Enterprise License |
Broader usage rights, may include multiple instances, higher user limits, or additional permissions. |
Large organizations, multi-department deployments |
| Source Code License |
Includes access to source code under specific conditions (see Part D). |
Clients requiring in-house modification capability |
| White Label License |
Permits resale or rebranding of our systems as Client's own (see Part E). |
Partners, resellers, training companies |
C.4 License Term and Renewal
- Perpetual Licenses: For one-time project fees, the license is perpetual (continues indefinitely) subject to payment of any applicable ongoing fees (hosting, support).
- Subscription Licenses: For subscription-based services, the license continues for the subscription term and renews as specified in the Payment Terms.
- Termination: License terminates upon termination of the MSA or material breach not cured. Upon termination, Client must cease all use of the Deliverables.
C.5 Number of Users
Where licenses are limited by number of users:
- License counts are as specified in the quotation;
- Exceeding licensed user counts requires additional fees;
- User accounts may not be shared among multiple individuals;
- Inactive users may be reassigned (with reasonable policies).
đ PART D: SOURCE CODE ACCESS POLICY
đ SOURCE CODE ACCESS:
By default, clients receive compiled/executable versions of our software only. Source code is our proprietary intellectual property and is not provided except under specific conditions as set out below.
D.1 Standard Policy (No Source Code Access)
Under standard engagements, Client receives:
- Compiled/executable versions of the software;
- Access to hosted systems (where applicable);
- Documentation and user guides;
- Administrative access to configure settings;
- APIs for integration (where provided).
Client does NOT receive access to source code, underlying databases schemas (except as needed for integration), or internal architecture documentation.
D.2 Source Code Access Options
Source code access may be provided in the following circumstances:
đ Option 1: Source Code Escrow
For enterprise clients concerned about business continuity, we offer source code escrow through a trusted third-party escrow agent.
- Source code deposited with escrow agent;
- Released to Client only upon specified conditions (e.g., our business failure);
- Client may not access source code except under release conditions;
- Costs: Setup and annual fees apply.
đ Option 2: Source Code License (Additional Fee)
For clients requiring in-house modification capability, we may grant a source code license subject to:
- Significant additional license fee (typically 2-5x project cost);
- Strict confidentiality obligations;
- Restrictions on redistribution;
- Right to use source code only for internal maintenance;
- Modifications become our property (or licensed back to us).
đ Option 3: Custom Development Handover
For pure custom development where Client pays for full IP transfer (rare):
- Full source code ownership transfers to Client;
- Priced at premium rate (typically 3-5x standard development);
- Limited to code specifically written for Client (excludes our core frameworks);
- Requires explicit written agreement.
D.3 Conditions for Source Code Access
Where source code access is granted, Client agrees to:
- Maintain strict confidentiality of source code;
- Limit access to employees with a genuine need;
- Not redistribute, sublicense, or disclose source code;
- Implement reasonable security measures to protect source code;
- Return or destroy source code upon termination of license;
- Permit audit of compliance with these obligations.
D.4 No Warranty for Modified Code
If Client modifies source code:
- We are not responsible for issues caused by modifications;
- Support does not cover modified code;
- Modifications may void warranties;
- Updates may overwrite modifications (Client responsible for reapplication).
âĒ PART E: WHITE LABEL POLICY
đĸ IMPORTANT:
White labeling (reselling or rebranding our systems as your own) is not permitted under standard agreements and requires a separate written White Label Agreement with specific terms and pricing.
E.1 What is White Labeling?
White labeling refers to:
- Removing our branding and presenting our systems as Client's own;
- Reselling access to our systems to third parties;
- Offering our systems as-a-service under Client's brand;
- Incorporating our systems into Client's products for resale.
E.2 Standard Agreements Exclude White Label Rights
Under standard MSA and licenses, Client does NOT have the right to:
- Remove or alter our copyright notices or branding;
- Resell or sublicense access to our systems;
- Present our systems as Client's own creation;
- Offer our systems to third parties as a service.
E.3 White Label Agreements
Where Client wishes to white label our systems, a separate White Label Agreement must be executed. Such agreements typically include:
| Element |
Description |
| Additional Fees |
White label rights require premium pricing (typically higher license fees or revenue share). |
| Branding Rights |
Permission to remove our branding and apply Client's branding, subject to quality guidelines. |
| Resale Rights |
Explicit permission to resell or sublicense to end-users. |
| Support Obligations |
Client typically assumes first-line support for their end-users. |
| Term and Termination |
Specific terms for white label relationship, often with longer initial terms. |
| Quality Control |
Standards for presentation, support, and client experience. |
E.4 No Implied Rights
No rights to white label, resell, or redistribute are implied by any provision of the MSA or other policies. Any such rights must be explicitly granted in a written agreement signed by both parties.
đ PART F: THIRD-PARTY INTEGRATION POLICY
F.1 Nature of Third-Party Services
Our Systems may integrate with third-party services, including but not limited to:
- Payment gateways (PayFast, PayU, Stripe);
- Hosting providers (AWS, DigitalOcean);
- Communication tools (email services, SMS providers);
- Analytics tools (Google Analytics);
- Authentication services (Google Login, Facebook Login);
- Content delivery networks (CDNs);
- Third-party APIs and data sources.
F.2 Third-Party Terms
Client acknowledges that:
- Third-party services are governed by their own terms of service and privacy policies;
- Client is responsible for reviewing and agreeing to applicable third-party terms;
- We do not control third-party services and are not responsible for their availability, security, or functionality;
- Third-party services may change, suspend, or discontinue features at any time;
- Client may need to maintain separate accounts with third-party providers.
F.3 Integration Limitations
Where integrations are provided:
- Integrations are provided "as is" based on third-party APIs;
- We are not responsible for third-party API changes, downtime, or data breaches;
- We may need to modify integrations in response to third-party changes;
- Custom integrations beyond standard offerings require Change Requests.
đ CLIENT RESPONSIBILITY:
Client is responsible for any fees charged by third-party providers, for maintaining their accounts, and for ensuring their use of third-party services complies with applicable terms and laws.
F.4 Data Processing by Third Parties
Where Client data is processed by third-party services through integrations:
- Client consents to such processing as necessary for the integration;
- We are not responsible for third-party data handling practices;
- Client should review third-party privacy policies;
- Where required, Client must ensure appropriate data processing agreements are in place with third parties.
F.5 Third-Party APIs and Rate Limits
Client agrees to:
- Comply with third-party API terms and rate limits;
- Not abuse or overload third-party services through our integrations;
- Accept that third-party rate limits may affect functionality;
- Notify us of any third-party issues affecting integration.
đ PART G: CONFIDENTIALITY AND PROTECTION OF IP
G.1 Confidential Information
Our Long Haul IP, including source code, architecture, algorithms, and proprietary methodologies, constitutes our Confidential Information. Client agrees to:
- Maintain the confidentiality of our IP;
- Not disclose our IP to third parties without written consent;
- Use our IP only as expressly permitted under this Agreement;
- Implement reasonable security measures to protect our IP;
- Notify us immediately of any unauthorized disclosure or use.
G.2 Protection Measures
Client shall implement appropriate technical and organizational measures to protect our IP, including:
- Access controls limiting exposure to employees with genuine need;
- Confidentiality agreements with any employees accessing IP;
- Secure storage and transmission;
- Prompt reporting of any security incidents.
G.3 Injunctive Relief
Given the unique value of our IP, monetary damages may be inadequate. We are entitled to seek injunctive relief to protect our IP without the necessity of proving actual damages or posting bond.
âī¸ PART H: WARRANTIES AND DISCLAIMERS
H.1 Our Warranties
We warrant that:
- We have the right to grant the licenses set forth in this Agreement;
- The Deliverables will substantially conform to the Scope for ninety (90) days after delivery;
- To our knowledge, the Deliverables do not infringe third-party intellectual property rights.
H.2 Disclaimers
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
- Warranties of merchantability or fitness for a particular purpose;
- Warranties of uninterrupted or error-free operation;
- Warranties that the Deliverables will meet Client's requirements;
- Warranties regarding accuracy or reliability of information;
- Warranties arising from course of dealing or usage of trade.
H.3 Third-Party IP Claims
If a third-party claims that our Deliverables infringe their intellectual property rights:
- We may, at our option and expense: (a) procure the right to continue use, (b) modify to avoid infringement, or (c) terminate the license and refund applicable fees;
- We have no liability for claims based on: (a) modifications by Client, (b) combination with third-party products, or (c) compliance with Client specifications.
đ PART I: GENERAL PROVISIONS
I.1 Entire Agreement
These Technology and Intellectual Property Terms, together with the MSA and all Incorporated Policies, constitute the entire agreement regarding intellectual property and technology rights.
I.2 Amendments
We may update these Terms from time to time. Updated versions apply to new engagements and renewals. For existing engagements, the version in effect at acceptance applies.
I.3 Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
I.4 Waiver
No waiver of any term is effective unless in writing. Failure to enforce any right is not a waiver of future enforcement.
I.5 Survival
The provisions of Parts A, B, G, H, and I survive termination of this Agreement.
đ PART J: CONTACT INFORMATION
For questions about these Technology and Intellectual Property Terms:
đ DOCUMENT CONSOLIDATION NOTICE:
These Technology and Intellectual Property Terms consolidate the following previously separate policies:
- Intellectual Property & Technology Policy â Parts A, B, G, H
- Software Licensing Policy â Part C
- Source Code Access Policy â Part D
- White Label Policy â Part E
- Third-Party Integration Policy â Part F
By accepting the Master Service Agreement, Client agrees to all terms contained herein.
Version 1.0 | Effective 20 February 2026 | Last Reviewed 20 February 2026
Long Haul Technologies reserves the right to update these Terms. Updated versions apply to new engagements and renewals.
BY ACCEPTING THE MASTER SERVICE AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TECHNOLOGY AND INTELLECTUAL PROPERTY TERMS, INCLUDING THE DISTINCTION BETWEEN LONG HAUL IP AND CLIENT IP.