LICENCE AND SERVICES AGREEMENT

Last updated: October 08, 2019

READ CAREFULLY:

THE LICENSOR LICENSES THE SOFTWARE AND OTHER MATERIALS ONLY ON THE CONDITION THAT THE LICENSEE (you as the end user) ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED WITHIN THIS AGREEMENT.

By selecting "I accept" when registering for a licence at www.ReversePoco.co.uk, you accept and agree to this Agreement. You may not accept this Agreement on behalf of another person unless you are above the age of 18 and acting on behalf of a minor as their parent or guardian.

If you 'the Licensee' do not accept this Agreement DO NOT SELECT "I ACCEPT" AND DO CONTINUE WITH YOUR PURCHASE OR USE OF A LICENSE FOR USE OF THE REVERSE POCO MATERIALS.

1. Licence

1.1 Licence Grant

If you accept and continue to abide by the conditions in this agreement and pay any applicable fees, REVERSE POCO grants you a non-exclusive, non-transferable and limited licence to use the licensed Material in its source code form (not as object code, an executable or a fully compiled software program).

1.2 Upgrades

The Licensee agrees to comply with such terms in accordance with the applicable licence use and such terms as modified from time to time which are a part of and incorporated by reference into this Agreement.  The Licensee acknowledges that REVERSE POCO may require a further acceptance of such terms as a condition to receiving or accessing upgraded versions.

1.3 Previous Versions

Previous versions of the Materials have been produced under and is subject to the Apache Licence version 2.0 which can be found at http://www.apache.org/licenses. All portions of the Material which are subject to the sub-licence, are clearly indicted within the code.

2. License Limitations and Prohibitions

2.1 Limitations and Exclusions

2.1.1 Unauthorised Activities

The parties acknowledge and agree that, notwithstanding anything contrary to this Agreement whether expressly stated, implied or otherwise, no licence is granted outside of this Agreement.

This Agreement expressly excludes any right to:

  1. use Excluded Materials;
  2. access any REVERSE POCO Materials that the Licensee acquired unlawfully or in violation of this Agreement;
  3. Install or access the Licensed Materials beyond the applicable licensed term whether a fixed term or relationship program period or term or outside the scope of the applicable Licence type or Permitted Number;
  4. Install the Licensed Materials on any computer other than a computer owned, leased or controlled by the Licensee, unless otherwise authorised in writing by REVERSE POCO;
  5. distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the REVERSE POCO Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorised in writing by REVERSE POCO;
  6. provide or make available any features or functionality of the REVERSE POCO Materials to any other person or entity whether or not over a network and whether or not on a hosted basis;

2.1.2 Effect of Unauthorised Use

The Licensee will not engage in and will not permit or assist any third party to engage in any of the uses or activities prohibited or inconsistent with the limitations described in this Agreement.  Any such unauthorised use or installation or access to the Licensed Materials outside of the provisions of this Agreement will constitute an infringement of REVERSE POCO’s intellectual property rights as well as a breach of this Agreement.  The Licensee will notify REVERSE POCO promptly of any such unauthorised uses or other unauthorised installation or access.

2.2 Integration and Recognition

The Materials are designed to be installed into Microsoft Visual Studio. The Licensee will then use the Materials to generate entity framework mapping code. If the Licensee creates any programs in this manner for distribution using a non-commercial (Academic / Trial) licence, then the Licensee is required to make a prominent reference in such program to the use of the licenced Material.

3. All Rights Reserved

3.1

REVERSE POCO and its licensors retain title to and ownership of all other rights with respect to the REVERSE POCO Materials and all copies thereof, including but without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.  The Licensee has only the limited licences granted with respect to the Licensed Materials expressly set forth in this Agreement. The Licensee has no other rights either implied or otherwise. 

3.2

The Licensee acknowledges and agrees that the REVERSE POCO Materials are licensed, not sold, and that rights to install and access the Licensed Materials are acquired only under the Licence from REVERSE POCO.

3.3

The structure and organisation of software included in the REVERSE POCO Materials, such as any source code or similar Materials relating to such software, any API information and development Materials and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of REVERSE POCO. The Materials may only be used for the Licensee’s own authorised internal use and the Licensee may not distribute, disclose or otherwise provide the Materials to third parties except as integrated into a program developed by the Licensee and with clear recognition of this Licence pursuant to 2.2 above.

4. Limited Warranty and Disclaimers

4.1 Limited Warranty

REVERSE POCO warrants that, as of the date on which the Licensed Materials are delivered to the Licensee and for ninety (90) days thereafter (or as otherwise agreed) (“The Warranty Period”) the Licensed Materials will provide the general features and functions described in the projects GitHub wiki page “Full control over the generated code”. REVERSE POCO’s entire liability and Licensee’s exclusive remedy during the Warranty Period (“Limited Warranty”) will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at REVERSE POCO’s option to:

  1. attempt to correct or work around any errors or defects; or
  2. refund the licence fees, if any, paid by Licensee and terminate this Agreement or the licence specific to such Licensed Materials. Such refund is subject to the return, during the Warranty Period, of the REVERSE POCO Materials, with a copy of Licensee’s Licence Identification.

THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS.  THE LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. REVERSE POCO DOES NOT SEEK TO LIMIT THE LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

4.2 Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1 (LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVERSE POCO AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY REVERSE POCO MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT TO A RELATIONSHIP PROGRAM OR OTHERWISE).  ANY STATEMENTS OR REPRESENTATIONS ABOUT THE REVERSE POCO MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION.  WITHOUT LIMITING THE FOREGOING, REVERSE POCO DOES NOT WARRANT:  (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE, WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY REVERSE POCO OR ANY THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY REVERSE POCO OR ANY THIRD PARTY; OR (c) THAT REVERSE POCO OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS.  NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.

5. Warnings

5.1 Functionality Limitations

5.1.1

The Licensed Materials and services (except for Licensed Materials designed for non-commercial use, such as REVERSE POCO Materials designed to be used for household or other non-consumer purposes or licensed only for purposes of educational or individual learning) are commercial professional tools intended to be used by trained professionals only. 

5.1.2

Particularly in the case of commercial professional use, the Licensed Materials are not a substitute for the Licensee’s professional judgment or independent testing. The Licensed Materials are intended only to assist Licensee with creating Entity Framework mapping code within a software development environment and is not a substitute for Licensee’s own knowledge, skills, development and testing responsibilities within the program or programs Licensee develops using the Licenced Materials.

5.1.3

Due to the large variety of potential applications for the Licensed Materials, the Licensed Materials have not been tested in all situations under which they may be used.  REVERSE POCO will not be liable whatsoever for the results obtained through use of the Licensed Materials.  Persons using the Licensed Materials are responsible for their supervision, management, control and any products or results. This responsibility includes, without limitation, the determination of appropriate uses for the Licensed Materials and the selection of the Licensed Materials and other computer programs and Materials to help achieve the intended results.

5.1.4

Persons using the Licensed Materials are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness and other characteristics of any output of the Licensed Materials, without limitation, any Entity Framework mapping code created with the assistance of the Licensed Materials.  The Licensee further acknowledges and agrees that the Licensed Materials form part of Licensee’s total unique program development to deliver specific functionality and that the Licensed Materials provided by REVERSE POCO may not achieve the results the Licensee desires within the Licensee’s program.

5.2 Access to Licence Material

5.2.1

The Licence Material can be downloaded through the Microsoft Marketplace as a tool available to use within Microsoft Visual Studio. You must then go to www.ReversePoco.co.uk to purchase a licence to use the Licenced Material. Once the Licence Material has been authorised for use by the Licensee, a Licence file will be provided via email to an email address provided by the Licensee. In addition, the Licence file will also be made available for download from the website for the duration for which it is valid. The licence file will be read and checked each time the Reverse Generator is run.

5.2.2 Disabled Access

LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST AN APPLICABLE RELATIONSHIP PROGRAM PERIOD OR FIXED TERM, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE’S ACCESS TO LICENSEE’S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED.  MORE INFORMATION IS CONTAINED IN THE APPLICABLE LICENSED MATERIALS OR AVAILABLE FROM REVERSE POCO ON REQUEST.

6. Limitations of Liability

6.1

REVERSE POCO HAS NO LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY).  IN ADDITION, THE LIABILITY OF REVERSE POCO AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY REVERSE POCO MATERIALS WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH REVERSE POCO MATERIALS.

6.2 Application and Basis for Limitations

THE LIMITATIONS OF LIABILITY IN THIS SECTION 6 (LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF REVERSE POCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.  ALSO, LICENSEE AGREES THAT THE LICENSE CHARGED BY REVERSE POCO AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 6 (LIMITATIONS OF LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 6 (LIMITATIONS OF LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.

7. Licence Types

7.1 Individual commercial licence

If a Licensee is granted an individual licence for the material, then the Licensee may only use the licence key provided to them and not allow access to or permit the use of such access key to any other individuals. Licensee may install additional copies of the Licence Materials as needed on multiple computers or servers provided the Licence Material in its stand-alone form is accessed only by the Licensee, this does not restrict the Licensee from integrating the Licenced Material into its own developed programs and distributing those programs in compliance with section 2.

7.2 Academic / Non-Commercial Licence

If a Licensee is granted an Academic / Non-Commercial Licence for the material, then the Licensee may only use the licence key provided to them and not allow access to or permit the use of such access key to any other individuals. Any use of the Licence Material must be used for Classroom learning / Academic / Non-Commercial purposes only. No programs developed utilised under this licence type maybe distributed for any reason other than Academic / Non-Commercial purposes.

8. Term and Termination

8.1 Term, Termination or Suspension

Each licence under this Agreement, with respect to each specific set of Licensed Materials covered by this Agreement, will become effective as of the latest to occur of:

  1. this Agreement becoming effective; or
  2. payment by Licensee of the applicable fees, excluding licences (such as academic licences) where no fees are required; or
  3. delivery of the specific Licensed Materials.

8.2

Either REVERSE POCO or the Licensee may terminate this Agreement relating to the Licensed Materials if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach.

However, if the Licensee is in breach of sections 1 or 2 of this Agreement, REVERSE POCO may terminate this Agreement or Licence of the Licensed Materials immediately upon written notice of the breach. 

8.3

In addition, REVERSE POCO may, as an alternative to termination, suspend the Licensee’s licence as to the Licensed Materials relating to the Licensed Materials, or any other obligations or Licensee rights under this Agreement (or under other terms, if any, relating to Materials associated with the Licensed Materials), if Licensee fails to make a payment to REVERSE POCO or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license.

8.4

REVERSE POCO may also terminate this Agreement if the Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with the Licensee’s creditors.  This Agreement will terminate automatically without further notice or action by REVERSE POCO if the Licensee goes into liquidation. 

8.5

The Licensee acknowledges and agrees that REVERSE POCO may assign or sub-contract any of its rights or obligations under this Agreement.

8.6

Upon termination or expiration of this Agreement, the licences granted hereunder will terminate.  Upon termination or expiration of any licence granted to the Licensee, the Licensee must cease all use of REVERSE POCO’s Materials to which such licence applies and Uninstall all copies of the REVERSE POCO’s Materials. 

At REVERSE POCO’s request, the Licensee agrees to destroy or return to REVERSE POCO.

REVERSE POCO reserves the right to require the Licensee to show satisfactory proof that all copies of the REVERSE POCO Materials have been uninstalled, destroyed or returned to REVERSE POCO. 

9. General Provisions

9.1 Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail, postal service, or a delivery service. 

9.2 Notices from REVERSE POCO to the Licensee will be effective:

  1. in the case of notices by email, one (1) day after sending to the email address provided to REVERSE POCO, or
  2. in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to REVERSE POCO.  The Licensee hereby consents to service of process being affected on the Licensee by registered mail sent to the address set forth on the Licensee’s Customer Information Form (or, if no Customer Information Form has been provided, the Licensee’s last address known by REVERSE POCO) if so permitted by applicable law. 

9.3 Notices from the Licensee to REVERSE POCO will be effective:

  1. in the case of notices by email, one (1) day after sending to (and receipt by REVERSE POCO at) admin@reversepoco.co.uk, or
  2. in the case of notices by mail or delivery service, when received by REVERSE POCO.

9.4 This Agreement shall be governed by and construed in accordance with the law of England and Wales. The exclusive jurisdiction for resolving any disputes that arise out of this Agreement, shall be subject to the exclusive jurisdiction of England and Wales.

9.5 Exceptions to Prohibitions. The prohibitions contained in this Agreement will not apply where and to the extent applicable by law does not allow such prohibitions to be enforced. The Licensee may have other rights under the laws of the state or country within the Territory where the Licensed Materials are acquired, and this Agreement does not change the Licensee’s rights under the laws of such state or country if and to the extent the laws of such state or country do not permit this Agreement to do so. The Licensee will bear the burden of proof to demonstrate that applicable law does not allow

  1. the enforcement of such prohibitions; or
  2. this Agreement to change particular rights in a state or country (and that Licensee has not exceeded the bounds of the unenforceable prohibitions and unchangeable rights).

9.6 If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.

9.7 No term or provision of this Agreement will be considered waived and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

9.8 The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.

9.9 Ambiguities in this Agreement will not be construed against the drafter.

9.10 REVERSE POCO will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay ‘act of law’ or other causes beyond REVERSE POCO reasonable control.

9.11 This Agreement constitutes the entire agreement between the parties and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings with respect to the subject matter hereof, except that particular REVERSE POCO Materials may be subject to additional or different terms associated with such REVERSE POCO Materials.

9.12 The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement.

9.13 In the event of a conflict between this Agreement and any other terms of REVERSE POCO, the other terms will apply. Terms stipulated by the Licensee in any communication by the Licensee which purport to vary this Agreement, or such other terms will be void and of no effect unless agreed in a writing signed by an authorised representative of REVERSE POCO. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorised representative of REVERSE POCO.