License Agreement

IMPORTANT: PLEASE CAREFULLY READ THE FOLLOWING sbXp™ LICENSE AGREEMENT ("LICENSE") BEFORE USING THE sbXp™ 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.

The Licensor may publish new versions (including revisions) of this Agreement from time to time on the sbXp site (www.sbXp.com). Past revisions to this Agreement will be accessible below via the Past Revisions web link. The rights granted under this license with respect to the Specification are subject to the version of the Agreement in effect at the time it was downloaded or accessed by you.


1. Openness

sbXp 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 sbXp.com. Once submitted, your comments go through an approval process - and your comments may ultimately be incorporated into sbXp.

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 the Licensor intellectual property necessary to implement the Specification to (a) use, copy, publish, and distribute (including but not limited to distribution as part of a separate computer program) the unmodified Specification, and (b) to implement and use the Specification, including the sbXp tags and schema guidelines included in the Specification for the purpose of creating, distributing, selling or otherwise transferring computer programs that adhere to such guidelines. If you use, publish, or distribute the unmodified Specification, you may only call it "sbXp", subject to written agreement by @UK PLC. If you create computer programs that use the sbXp specification you many only promote your use of the sbXp specification if you have completed interoperability testing carried out by @UK PLC.

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.

Licensor expressly reserves all other rights it may have in the material and subject matter of the Specification, and you acknowledge and agree that Licensor owns all right, title, and interest in and to the Specification, however, Licensor does not own the computer programs or related documentation you create, nor does Licensor own the underlying transport mechanisms or non-@UK PLC intellectual property from which sbXp has been derived. You agree to not assert any intellectual property rights that would be necessarily infringed by implementation or other use of the Specification against Licensor or any other entity with respect to such implementation or other use of the Specification; provided that your agreement to not assert shall cease to apply to any entity including Licensor (except where Licensor or another entity is asserting intellectual property rights against you as part of an assertion that you have breached this Agreement) that asserts against you that its intellectual property rights are infringed by your implementation or other use of the Specification. If you publish, copy or distribute the Specification, then this License must be attached. If you submit any comments or suggestions to Licensor, and Licensor modifies the Specification based on your input, Licensor shall own the modified version of the Specification.

4. Copyrights, Patents & Trademarks

The Licensee acknowledges that all copyrights, patent rights, trademarks, database rights, trade secrets and other intellectual property rights relating to sbXp, orderXchange, OX, and their logos are the sole and exclusive property of @UK PLC, and that @UK PLC is a registered trademark of @UK PLC and that this Licence does not assign or transfer to the Licensee any right, title or interest therein except for the right to use sbXp, orderXchange, OX, and their logos in accordance with the terms and conditions of this Agreement. @UK PLC’s name or trademark(s) may not be used in any way likely to cause confusion as to the origin of goods or services, or to endorse or show affiliation except as specifically approved by @UK PLC.

5. 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.

6. 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 five UK Pounds (£5.00), and that you will take out whatever insurance is necessary to cover any risks above this amount.

7. US 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.

8. License Validity

The construction, validity and performance of this Licence Agreement shall be governed by English Law and the parties hereto submit to the jurisdiction of the English courts.

In the event of any part of the Agreement being declared by any court of competent jurisdiction invalid, void or otherwise unenforceable, such part shall be deemed either to be interpreted in a way which is nearest to its original intent and is enforceable or, where this is not possible, to be severed from this Agreement such that it shall in no way impair or affect the remainder of this License, which the parties agree shall continue in full force and effect.

9. Risks

You assume the entire risk resulting from your use of the Specification.

10. 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 material 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 seek injunctive relief necessary to remediate the breach of this License. @UK PLC shall be deemed the Licensor.

11. Notices

Any notice directed to Licensor must be sent in writing to comments@sbxp.com.

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