Product Evaluation License Agreement for Gemplus Software
IMPORTANT-READ CAREFULLY: This Product Evaluation License Agreement for Gemplus Software ("Evaluation Agreement") is a legal and binding agreement between you and Gemplus Corp. ("Gemplus"). "You" are a person or legal entity wishing to use the Software or Products (defined below) in accordance with this Evaluation Agreement. This Evaluation Agreement governs your use of all of the Gemplus Software and Products distributed or delivered hereunder (as defined below). By downloading, installing, copying, breaking any seal on, or otherwise using the Software or Products, you acknowledge that you have read this Evaluation Agreement and agree to be bound by its terms. If you do not agree to the terms and provisions of this Evaluation Agreement, do not download, install, copy, or otherwise use the Software or use the Products. If these terms are considered an offer, acceptance is expressly limited to these terms.
1. DEFINITIONS.
1.1 "Documentation" means all written materials, delivered to Evaluator hereunder, related to the design, operation and use of the Software and Products, including without limitation written materials related to the development, integration or customization of the Software, and all copies thereof stored on any media.
1.2 "Software" means the software delivered or demonstrated to Evaluator hereunder, and all copies thereof stored on any media, further described as GemCore firmware for Texas Instruments bus controllers.
1.3 "Product" means the products delivered hereunder for use in Evaluator's evaluation of the Software, delivered by Gemplus to Evaluator hereunder.
1.4 "Confidential Information" shall have the meaning set forth in Section 5 hereof.
2. RESTRICTED LICENSE.
2.1 License Grant. Subject to the terms of this Agreement, Gemplus hereby grants to Evaluator a nonexclusive, nontransferable, nonsublicensable, revocable, royalty-free limited license during the term of this Agreement to use the Software, Documentation and Products (as applicable) internally solely for the purpose of evaluating the Software and Products delivered hereunder.
2.2 Restrictions. Evaluator shall not, and shall not permit any third party to: (a) distribute or reproduce the Software, Documentation or Product; (b) alter, modify, adapt, translate, prepare derivative works of, decompile, reverse engineer, disassemble, unbundle, or otherwise attempt to derive computer source code from (collectively "Reverse Engineer") any Software, Documentation or Product delivered hereunder, except to the extent such restriction on Reverse Engineering is expressly prohibited by applicable local law, and in which case Evaluator will immediately notify Gemplus prior to any such activities; (c) disclose, assign or transfer the Software, Documentation or Product; or (d) directly or indirectly create or have created software or other materials with reference to the Software, Documentation or Product. Only those employees of Evaluator who have a substantial business reason to access and use the Software, Documentation, Product and Confidential Information for the limited purposes stated herein may do so, but only if they are bound by an agreement with Evaluator no less restrictive than the terms of this Agreement.
3. OWNERSHIP.
Gemplus retains entire ownership of the Software, Documentation and Product, including any modifications in any form, including partial copies. No rights or licenses other than those stated herein are granted to Evaluator. Notwithstanding anything else herein, Evaluator hereby assigns to Gemplus all rights in any works or inventions created by or for Evaluator through the exercise of the licenses granted to Evaluator hereunder.
4. BETA EVALUATION.
Evaluator acknowledges that the software and materials licensed hereunder may be in "alpha" or "beta" form or otherwise not intended or completed for commercial use and may therefore contain levels of errors, bugs, or similar unstable characteristics, not typical of commercially released software. If applicable, Evaluator may request information in writing from Gemplus regarding the state of development of the software or materials licensed hereunder.
5. CONFIDENTIAL INFORMATION.
"Confidential Information" means and includes: (a) any and all code and documentation disclosed by Gemplus, which includes but is not limited to the Software, Documentation and Product; (b) Gemplus's development, distribution and product marketing plans regarding the Software or Product; (c) the terms and existence of this Agreement; and (d) performance information related to the Software or Product derived by Evaluator. Evaluator shall maintain all Confidential Information in trust and confidence and shall not disclose to any third party or use any Confidential Information for any purpose other than as set forth herein. Evaluator agrees to use and disclose Confidential Information only to those employees of Evaluator who have a need to know such Confidential Information and in accordance with and for the limited purposes of this Agreement. Before providing any employee with Software, Documentation or Product, Evaluator shall inform that employee of the confidentiality provisions of this Agreement and the restrictions on use of the Software, Documentation and Product, and shall have executed with that employee a confidentiality agreement which shall be in all respects no less protective of any of Gemplus's rights in the Software, Documentation and Product as this Agreement. Evaluator hereby acknowledges and agrees that in the event of any breach of the confidentiality provisions of this Agreement, including without limitation, the actual or threatened disclosure or unauthorized use of any Confidential Information, Gemplus will suffer an irreparable injury, for which no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, in such event, notwithstanding the provisions of Section 12 hereof, Gemplus may proceed directly to any court of competent jurisdiction and Evaluator agrees that Gemplus shall be entitled to injunctive relief and/or specific performance of Evaluator's obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. Evaluator waives its right to request or obtain any additional findings of irreparable injury or other conditions to injunctive relief and it shall not oppose the entry of an order compelling performance and/or restraining future breaches.
6. SUPPORT AND MAINTENANCE.
Gemplus may, solely at its option, provide to Evaluator ordinary bug fixes, corrections and telephone support and any maintenance release updates to the Software, Documentation and Product as may be made available from time to time by Gemplus, and Evaluator will use such materials as directed.
7. TRADEMARKS.
Evaluator may not use any of Gemplus's trademarks or trade names without the advance written permission of Gemplus.
8. LIMITED WARRANTY; LIMITATION OF LIABILITY.
8.1 Limited Warranty. THE SOFTWARE, PRODUCT AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO PERFORMANCE, ACCURACY OR COMPLETENESS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEMPLUS EXPRESSLY DISCLAIMS ANY IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. GEMPLUS DOES NOT WARRANT THAT THE SOFTWARE, PRODUCT OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL MEET EVALUATOR'S REQUIREMENTS OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2 Limited Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GEMPLUS BE LIABLE TO EVALUATOR FOR ANY CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY INCIDENTAL OR COMPENSATORY DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF INFORMATION, BUSINESS INTERRUPTION WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, EQUITY, STRICT LIABILITY, WARRANTY OR OTHERWISE, THAT RELATE TO ANY USE OF SOFTWARE, PRODUCT OR DOCUMENTATION, OR GEMPLUS'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF GEMPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITED WARRANTY AND LIMITED REMEDIES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GEMPLUS AND EVALUATOR. GEMPLUS WOULD NOT LICENSE THE SOFTWARE, PRODUCT OR DOCUMENTATION TO EVALUATOR WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES AND OTHER LIMITATIONS OF LIABILITY AND THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT FULLY APPLY TO YOU AND YOU MAY HAVE OTHER RIGHTS THAT VARY ACCORDING TO JURISDICTION.
8.3 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GEMPLUS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES CREATES ANY WARRANTY AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE.
9. TERM AND TERMINATION.
9.1 Term and Termination. Unless terminated earlier in accordance with this section, this Agreement will be effective for sixty (60) days from the date any Software, Documentation or Product is first delivered hereunder. Either party may terminate this Agreement: (a) immediately upon notice for a breach hereof; or (b) for its convenience by giving the other party five (5) days prior written notice.
9.2 Effect of Termination. Immediately upon termination, Evaluator shall destroy or return all copies of the Software, Documentation and Product to Gemplus and all licenses granted to Evaluator hereunder shall cease. Upon request from Gemplus, Evaluator shall provide written confirmation from an authorized representative of Evaluator representing that Evaluator has destroyed or returned all Software, Documentation and Product.
10. EXPORT CONTROL.
Evaluator hereby agrees that the Software, Documentation and Product will not be shipped, transferred, exported or re-exported into any country or used in any manner prohibited by the United States Export Administration Act or any other laws, restrictions or regulations. Evaluator shall comply with all other laws applicable.
11. DISPUTE RESOLUTION.
This Agreement shall be governed by the laws of the State of California excluding its conflicts of law principles. Exclusive jurisdiction and venue for any claim relating to this Agreement shall lie with the state courts of San Mateo California and the federal courts located in San Francisco, California. Each Party waives any objection based on venue or inconvenient forum and hereby consents to the personal jurisdiction of such courts. Where a dispute arises out of or in connection with this Agreement ("Dispute"), the Parties shall attempt to settle any claim or controversy through consultation and negotiation in good faith and in the spirit of mutual cooperation. If the Parties are unable to resolve the matter within thirty (30) days after either Party notifies the other of a Dispute, either Party may elect to submit the matter to final and binding arbitration in San Francisco County. Except for obtaining interim injunctive or similar relief from a court of competent jurisdiction, the Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The issue of whether a dispute, claim or controversy is subject to binding arbitration shall be made by a single arbitrator or panel of arbitrators appointed in conformance with JAMS's rules. Either Party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other Party. If the amount in controversy does not exceed $250,000, the arbitration will be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. In all other cases, the arbitration will be conducted in accordance with the provisions of JAMS Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS panel of neutrals, and in scheduling the arbitration proceedings. The Parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of this Section 11 may be enforced by any court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including actual fees and costs incurred for accountants, expert witnesses and attorneys, to be paid by the Party against whom enforcement is ordered.
12. GENERAL.
12.1 Upon Gemplus's request, Evaluator shall provide or allow access to records, documents or information reasonably necessary to confirm Evaluator's compliance with this Agreement.
12.2 This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior or contemporaneous agreements or understandings (oral or written). This Agreement may only be modified in writing signed by an authorized representative of each Party.
12.3 The failure of either Party to enforce, at any time or for any period of time, the provisions hereof or the failure of either Party to exercise any option herein shall not be construed as a waiver of such provision or option and shall in no way affect that Party's right to enforce such provisions or exercise such option. No waiver of any provision hereof shall be deemed a waiver of any succeeding breach of the same or any other provision of this Agreement. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement. No presumption of construction against the drafter of this Agreement will apply.
12.4 If any provision in this Agreement is found to be illegal, invalid or unenforceable in any jurisdiction, for any reason, then, to the full extent permitted by law: (a) all other provisions will remain in full force and effect in such jurisdiction and will be construed in order to carry out the intent of the parties hereto as nearly as possible; (b) such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other such provisions hereof; and (c) any court or arbitrator having jurisdiction will have the power to reform such provisions to the extent necessary for such provision to be enforceable under applicable law.
12.5 This Agreement may not be assigned by Evaluator without the prior written consent of Gemplus, and any such attempted assignment without such consent shall be void. Gemplus may in its sole discretion, assign its rights or delegate its duties hereunder, without the consent of Evaluator, to: (a) any entity resulting from any merger, consolidation or other reorganization to which Gemplus is a party; (b) any corporation, partnership, association or other entity or person to which Gemplus may transfer all or substantially all of its assets; or (c) any entity that controls, is controlled by or is under common control with Gemplus. For the purposes of this section only, "control", as to an entity, shall mean the direct or indirect ownership of at least a fifty-one percent (51%) of the equity or voting interest in such entity. All the terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.
12.6 Termination of this Agreement will not affect any rights or obligations of either party accruing up to termination nor any rights or obligations which by their nature may survive termination, including, but not limited to, those set forth in Section 2.2, 2.3, 3, 5, 6, 7, 8.2, 9 and 11.
Gemplus - Product Evaluation Agreement
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Download Driver Pack
After your driver has been downloaded, follow these simple steps to install it.
Expand the archive file (if the download file is in zip or rar format).
If the expanded file has an .exe extension, double click it and follow the installation instructions.
Otherwise, open Device Manager by right-clicking the Start menu and selecting Device Manager.
Find the device and model you want to update in the device list.
Double-click on it to open the Properties dialog box.
From the Properties dialog box, select the Driver tab.
Click the Update Driver button, then follow the instructions.
Very important: You must reboot your system to ensure that any driver updates have taken effect.
For more help, visit our Driver Support section for step-by-step videos on how to install drivers for every file type.