We have a range of downloads available to support your work with the Shimmer platform, from firmware and instrument drivers to advanced feature software.
PLEASE READ THIS AGREEMENT CAREFULLY. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN WRITING BETWEEN LICENSEE AND SHIMMER RESEARCH LTD. DBA SHIMMER (“shimmer”), BY USING THE APIS FROM SHIMMER, LICENSEE ACCEPTS AND AGREES TO ABIDE BY THIS LICENSE AGREEMENT (THE “AGREEMENT”). LICENSEE AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. WHEN USED IN THIS AGREEMENT, “LICENSEE” MEANS THE PERSON OR ENTITY THAT IS LICENSING THE APIs AND “SHIMMER” MEANS SHIMMER RESEARCH LTD.
APIs. Shimmer has designed and developed a set of application programming interfaces for Shimmer's sensors consisting of source code and documentation (the "APIs"). This Agreement will apply to Shimmer's license of the APIs to Licensee and Licensee's use of the APIs.
License Grant.Subject to the terms and conditions of this Agreement, Shimmer hereby grants to Licensee a non-exclusive, non-transferable license for up to ten (10) users to use the APIs solely with Shimmer's hardware.
Reservation of Rights. All right, title, and interest in and to the APIs, and any related materials and user manuals, and any modifications, revisions, replacements or substitutes thereof, will remain with Shimmer. Each party understands and agrees that its use of any of the other party's property in connection with this Agreement will not create in it any right, title or interest, in or to such property, and that all such use and goodwill associated with any such use will inure to the benefit of and be on behalf of such other party.
Prohibited Actions. Except as expressly provided in this Agreement, Licensee will not, and will cause its Users not to: (a) de-compile or reverse engineer the Software; (b) permit access to the Software to any persons other than its users; (c) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way otherwise exploit the APIs or make the APIs available, in whole or in part or (d) remove from the APIs any copyright notices, disclaimers or other indicia of ownership or restrictions on use. Licensee acknowledges and agrees that an impending or existing violation of this Section 4 would cause irreparable harm to Shimmer for which there is no adequate remedy at law, and that Shimmer will be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any and all other rights and remedies available at law or equity.
Fees. The APIs are provided to Licensee without charge.
NO WARRANTIES. THE APIS AND ANY OTHER PRODUCTS OR SERVICES RELATED THERETO ARE PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIMMER AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE AND LICENSEE’S USERS ASSUME ALL RESPONSIBILITY FOR THEIR USE OF THE APIS, AND SHIMMER ASSUMES NO RESPONSIBILITY FOR SUCH USE.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIMMER WILL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY AND EVEN IF SHIMMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIMMER WILL HAVE NO LIABILITY TO LICENSEE OR ITS USERS ARISING OUT OF OR IN CONNECTION WITH THEIR USE OF THE APIS.
The invalidity, in whole or part, of any of the foregoing paragraph will not affect the remainder of such paragraph. The limitations and disclaimers of Shimmer's obligations and liabilities are intended to apply to the fullest extent permitted by law, and the invalidity of application thereof to any given circumstance will not affect such application to any other circumstance. Such limitations and disclaimers are intended to prevail over any provision in this Agreement to the contrary.
MISCELLANEOUS.
Governing Law and Jurisdiction. This Agreement has been entered into in Dublin, Ireland and will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding that body of law known as conflicts of law, as though all acts or omissions related hereto occurred in such state. Each party hereby irrevocably agrees that any legal action or proceeding arising out of this Agreement will be brought only in the Superior Court of The Commonwealth of Massachusetts in and for Suffolk County or the United States District Court for the Eastern Division of the District of Massachusetts (or, if neither of such courts has subject matter jurisdiction over such dispute, in any other state or federal court located in the Commonwealth of Massachusetts).
Integration and Amendment. This Agreement contains the complete agreement between the parties. All previous and collateral agreements, representations, warranties, promises and conditions relating to the subject matter of this Agreement are superseded by this Agreement. Any understanding, promise, representation, warranty or condition not incorporated in this Agreement will not be binding on either party. This Agreement may only be amended by a writing signed by both parties.
Severability. If any term or condition of this Agreement is adjudged to be illegal or unenforceable, all other terms will remain in force, and the term or condition held illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the parties.
