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License Agreement - 03/07/2002

IMPORTANT: PLEASE CAREFULLY READ THIS cXML LICENSE AGREEMENT ("LICENSE") BEFORE USING THE cXML SPECIFICATION ("SPECIFICATION"). BY USING THE SPECIFICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE OR ACCESS THE SPECIFICATION. This License may be modified at any time upon posting of the modified agreement on the cXML site (www.cxml.org) and any such modifications shall be effective immediately. You agree to review the cXML site periodically, and each use by you shall constitute and be deemed your unconditional acceptance of the then-current License.

1. Openness. cXML is designed and intended to be an open standard to facilitate electronic commerce. You are welcome to use and adopt this standard, and to submit comments, recommendations, and suggestions to cXML.org. Once submitted, your comments go through an approval process - and your comments may ultimately be incorporated into cXML.

2. License. Subject to the terms and conditions herein, Licensor hereby grants to you a perpetual, nonexclusive, royalty-free, worldwide right and license to use the Specification under any Licensor intellectual property rights in the Specification to (a) use, copy, publish, and distribute the unmodified Specification, and (b) to implement and use the cXML tags and schema guidelines included in the Specification for the purpose of creating computer programs that adhere to such guidelines. If you use, publish, or distribute the unmodified Specification, you may call it "cXML".

3. Restrictions. Your rights under this License will terminate automatically without notice from Licensor if you fail to comply with any terms of this License. Because the Specification is intended to be an open standard, you agree to not assert any intellectual property rights against Licensor or any other entity for its use of the Specification.

Licensor expressly reserves all other rights it may have in the material and subject matter of this Specification, and you acknowledge and agree that Licensor owns all right, title, and interest in and to all Specification, and all derivations thereof. If you publish, copy or distribute this Specification, then this Agreement notice must be attached. If you modify this Specification, the name of the modified specification shall NOT include the term "cXML" in the new name. If you submit any comments or suggestions to Licensor, and Licensor modifies cXML based on your input, Licensor shall own the modified cXML version.

4. No Warranty. YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF THE SPECIFICATION BY YOU IS AT YOUR OWN RISK. THE SPECIFICATION IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMNT. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SPECIFICATION SHALL BE TO DISCONTINUE USING THE SPECIFICATION.

5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER RELATING TO THIS LICENSE OR YOUR USE OF THE SPECIFICATION (INCLUDING BUT NOT LIMITED TO INCIDENTAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES), REGARDLESS OF WHETHER A CLAIM IS BASED ON TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, AND EVEN IF LICENSOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. To the extent your jurisdiction does not allow any of the above exclusions of damages, in such case you agree that Licensor's total liability to you for all damages under this License shall not exceed the amount of ten dollars ($10.00).

6. Government End Users. If the Specification is supplied to the United States Government, the Specification is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR. The United States Government's rights to the Specification are as provided in clause 52.227-19 of the FAR.

7. This License shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflict of laws provisions. Any legal action or proceeding relating to this License shall be instituted in a state or federal court in San Francisco, Santa Clara or San Mateo County, California, and each party hereby consents to personal jurisdiction in such counties. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

8. You assume the entire risk resulting from your use of the Specification and agree to hold harmless, indemnify, and defend Licensor, its officers, directors, employees and agents from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims alleging that you have violated a third party's rights.

9. Complete Agreement. This License is the complete and exclusive statement, and an absolute integration of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this License. You acknowledge that any breach by you of the provisions of the License will cause irreparable damage to Licensor and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, Licensor will be entitled to injunctive relief for any breach of this License. Ariba, Inc. shall be deemed the Licensor.

10. Notices. Any notice directed to Licensor must be sent in writing to comments@cxml.org.

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3-07-02