LICENSE

LICENCE AND SERVICES AGREEMENT

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 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:
            (a) use Excluded Materials; 
            (b) access any REVERSE POCO Materials that the Licensee acquired unlawfully 
                or in violation of this Agreement; 
            (c) 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;
            (d) Install the Licensed Materials on any computer other than a computer 
                owned, leased or controlled by the Licensee, unless otherwise authorized in 
                writing by REVERSE POCO; 
            (e) 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 authorized in 
                writing by REVERSE POCO;
            (f) 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 Unauthorized 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 
        unauthorized uses or other unauthorized 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: 
        (i) attempt to correct or work around any errors or defects; or 
        (ii) 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 Academic / 
    Non-Commercial purposes only. No programs developed utilised under this licence type maybe 
    distributed for any reason other than Academic / Non-Commercial purposes.

    7.3 Evaluation, Demonstration or Trial
    If a Licensee is granted an "evaluation" "demonstration" "trial" licence for the material then the
    Licensee may install a single, primary copy of the Licence Materials on one computer or server and
    allow access to the primary copy of the licence material solely by the Licensee. Licensee may install
    one copy of the Licenced Material on a single computer or server accessible only by the Licensee. The
    Licenced Material may be used solely for the Licensee's personal use such as evaluation of the
    Licensed Material. This licensed type will be for a fixed term based on the determination of REVERSE
    POCO or if no such term as specified, the term is seven (7) days from installation or as otherwise
    authorised in writing by REVERSE POCO.

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:
        (a) this Agreement becoming effective; or 
        (b) payment by Licensee of the applicable fees, excluding licences (such as 
            academic / trial licences) where no fees are required; or
        (c) 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: 
        (a) in the case of notices by email, one (1) day after sending to the email 
            address provided to REVERSE POCO, or 
        (b) 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:
        (a) in the case of notices by email, one (1) day after sending to (and receipt by 
            REVERSE POCO at) admin@reversepoco.co.uk, or 
        (b)  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 
            (a) the enforcement of such prohibitions; or 
            (b) 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 authorized 
    representative of REVERSE POCO. Any other modifications to this Agreement will 
    also be invalid unless agreed to in a writing signed by an authorized representative 
    of REVERSE POCO.