YOU (THE INDIVIDUAL CLICKING ON THE ACCEPT BUTTON BELOW) FOR YOURSELF OR ANY ENTITY FOR WHOM YOU ARE AN EMPLOYEE OR AGENT AND WHICH OBTAINS THE SOFTWARE MADE THE SUBJECT OF THIS SOFTWARE LICENSE AGREEMENT, AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (REFERRED TO AS THIS AGREEMENT or “Agreement”) BY EITHER (1) CLICKING ON THE “ACCEPT” BUTTON BELOW, OR (2) ACCESSING OR USING ANY OF SUCH SOFTWARE PROGRAMS OR CODE. PLEASE READ THIS AGREEMENT BEFORE CLICKING ON THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT CLICK ON THE “ACCEPT” BUTTON. BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU (THE INDIVIDUAL CLICKING ON THE ACCEPT BUTTON BELOW) ALSO REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ANY ENTITY FOR WHOM YOU ARE AN EMPLOYEE OR AGENT AND WHICH OBTAINS THE SOFTWARE PURSUANT TO SUCH ACTION (HEREINAFTER REFERRED TO AS “Licensee”). WHEREAS, Licensee desires to obtain from Standard Microsystems Corporation, a Delaware corporation (hereinafter referred to as “SMSC”), and SMSC desires to grant to Licensee a limited license to use, and to distribute IN MACHINE READABALE OBJECT CODE FORM ONLY, the SMSC Programs, as defined below, solely for use in conjunction with the SMSC Products and the Licensee Products, as defined below, subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS 1.1. “SMSC Programs" means the computer software programs identified as “SMSC Programs” immediately below the title of this Agreement above, and any associated documentation, if any, provided by SMSC to Licensee; any and all updates, upgrades, modifications, revisions, and enhancements to and new versions of such programs and/or documentation to the extent, if any, provided by SMSC to Licensee; and each and every copy of such programs, documentation, updates, upgrades, modifications, revisions, enhancements, and new versions. 1.2. "SMSC Products" means those SMSC integrated circuit devices purchased by Licensee with which the SMSC Programs are provided by SMSC to be used, as identified immediately below the title of this Agreement above. 1.3. "Licensee Products" means those Licensee proprietary products manufactured or marketed by Licensee which incorporate as components SMSC Products. 1.4. "Resellers" means Licensee's distributors, dealers, and other authorized resellers of the Licensee Products. 1.5. “End-Users” means Licensee’s direct and indirect end-user customers of the Licensee Products. 1.6. “End-User License Agreement” is used with reference only to SMSC Programs in machine-readable object code form. “End-User License Agreement” means a software license agreement applicable to any and all SMSC Programs which are provided to any End-Users directly or indirectly by Licensee, and which protects the SMSC Programs and SMSC's rights, and limits SMSC’s liability, to at least the same degree as this Agreement. 1.7. “Territory” means worldwide, subject, however, to Section 8.1, Export Restriction and Assurances. 2. GRANT OF LICENSE 2.1. Limited Internal Use Only License. Conditioned upon Licensee's compliance with the terms and conditions of this Agreement, SMSC grants to Licensee, for the term of this Agreement only, a nonexclusive, nontransferable license to use the SMSC Programs in machine-readable object code format all solely for Licensee's internal use with the SMSC Products and the Licensee Products, in the Territory, and subject to the terms and conditions of this Agreement. 2.2. Limited Distribution License for Machine Readable Object Code Only. Conditioned upon Licensee's compliance with the terms and conditions of this Agreement, SMSC grants to Licensee, for the term of this Agreement only, a nonexclusive, nontransferable, license to distribute, in machine readable object code form only, directly, or indirectly through Resellers, to End-Users, the SMSC Programs (except for any related documentation provided by SMSC which is not identified by SMSC as end-user documentation), in the Territory, subject to the terms and conditions of this Agreement, and solely for use in conjunction with the SMSC Products as incorporated into the Licensee Products; and, for the purpose of such permitted distribution only, to make copies of the SMSC Programs in machine-readable object code form only as necessary for such purpose. 2.3. Conditioned upon Licensee’s compliance with the terms and conditions of this Agreement, Licensee may grant sublicenses to End-Users to use for their own internal use the SMSC Programs (except for any related documentation provided by SMSC which is not identified by SMSC as end user documentation), in machine-readable object code form only, in the Territory and in conjunction with the SMSC Products as incorporated into the Licensee Products; subject to any use restrictions which may be designated in SMSC’s applicable Price List or other applicable official SMSC product description for the SMSC Program; and consistent with the terms of this Agreement. Licensee shall obtain, in a manner described as follows, an End-User License Agreement from each End-User prior to such End-User’s being provided with a copy of or access to any SMSC Program: (a) obtaining hand-executed originals of the End-User License Agreement, (b) providing copies of the SMSC Programs to End-Users as packaged with and subject to the End-User License Agreement in such a manner that the terms of the End-User License Agreement are visible to the End-User at the time such copies are provided to the End-User, and which End-User License Agreement provides that the End-User manifests acceptance of the terms of the End-User License Agreement by opening the package containing the SMSC Programs, or (c) providing copies of the SMSC Programs to End-Users electronically by download from a web site or similar means such that the terms of the End-User License Agreement are displayed to the End-User, and such that the End-User must electronically communicate its acceptance of the terms of the End-User License Agreement, before being able to download the SMSC Programs. However, the use of such an End-User License Agreement procedure shall not be required in cases where the SMSC Programs are provided by Licensee in machine-readable object code form only as firmware embedded by Licensee into a memory device provided by Licensee. In any event, Licensee shall include in its applicable customer contracts, manuals, etc. related to the Licensee Products warranty disclaimer provisions and limitation of liability and damages provisions protecting SMSC to at least the same degree as those set forth in Sections 3.2 , 6.3, and 9.9 of this Agreement. Licensee shall promptly notify SMSC if it becomes of aware of any violations of the End-User License Agreement with respect to any SMSC Programs and shall, at Licensee's expense, enforce such End-User License Agreement with respect to such violations and use reasonable efforts to prevent further violations. SMSC may change the End-User licensing procedures and require different forms of End-User License Agreements from time to time as it reasonably determines to be necessary to protect the SMSC Programs and SMSC's rights. Such changes may include without limitation imposition of additional restrictions on the availability of or use of any SMSC Programs. Such restrictions shall not apply retroactively so as to materially impair the rights of End-Users to use the affected SMSC Programs under previously granted licenses, although they may apply to any updates, upgrades, modifications, revisions, enhancements, and new versions, if any, which may be licensed to such End-Users. If at any time Licensee uses in any jurisdiction more restrictive methods of end-user licensing (including without limitation obtaining from the end-user hand-executed originals of an end-user license agreement) with respect to Licensee's own similar software programs, Licensee shall promptly notify SMSC and, if SMSC requests, Licensee shall use such more restrictive methods of end-user licensing with respect to its sublicensing of the SMSC Programs to End-Users. Licensee may make copies of the SMSC Programs (except for any documentation provided by SMSC which is not identified by SMSC as end-user documentation) for distribution, in machine-readable object code form only, to End Users for use pursuant to such End-User licenses, provided that Licensee keeps records of such copies. 2.4. Neither Licensee, any Reseller, nor any End-User may itself or permit others to: (a) copy or reproduce any SMSC Program, except that Licensee may make copies of the SMSC Programs only as expressly permitted by this Agreement; (b) disclose or transfer any SMSC Program to any third party except as expressly permitted in this Agreement; (c) loan, rent, or lease any SMSC Program to any third party; or (d) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or derive source code for any SMSC Program, or modify, merge, or adapt any SMSC Program, or attempt to do so. 2.5. Any third party licensor or supplier from whom SMSC has acquired rights to license any SMSC Program is an intended third party beneficiary of the provisions of this Agreement with respect to such SMSC Program. 2.6. Licensee shall enter into written agreements with its Resellers as appropriate to comply with the provisions of this Section 2. Licensee shall, and shall cause its Resellers to, keep complete and accurate records to substantiate Licensee's compliance with this Agreement, which records shall include without limitation records sufficient to substantiate Licensee’s compliance with its obligations under Section 7.3, and shall upon request from time to time make such records available for inspection and copying by SMSC or its representatives for the purpose of monitoring and enforcing Licensee's compliance with this Agreement. 2.7. Title to each SMSC Program and each copy thereof remains with SMSC or its supplier of such SMSC Program. All copyrights, trademarks, patents, trade secrets and other intellectual and industrial property rights pertaining to each SMSC Program of SMSC or its supplier of such SMSC Program, are, and remain, the valuable property of SMSC or such supplier. No title, ownership, or intellectual or industrial property rights of any kind are transferred to Licensee, any End-User, Reseller, or any other person or entity. No license is granted by SMSC expressly, by implication, by estoppel or otherwise, under any patent. 3. TECHNICAL PROBLEMS IN DOWNLOADING; WARRANTY DISCLAIMER AND INDEMNIFICATION BY LICENSEE; NO SUPPORT OR MAINTENANCE 3.1. SMSC shall not be liable for any technical problems encountered in downloading or attempting to download the SMSC Programs or access the web site, including without limitation any computer or telecommunications failure, error, interruption, delay, or malfunction or any garbled, lost, deleted, or corrupted data, regardless of whether the technical problem is caused by the negligence of SMSC or others. 3.2. SMSC MAKES NO WARRANTIES. SMSC DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE. THE SMSC PROGRAMS ARE NOT DESIGNED, INTENDED OR AUTHORIZED FOR USE IN ANY LIFE SUPPORT OR OTHER APPLICATION WHERE PRODUCT FAILURE COULD CAUSE OR CONTRIBUTE TO PERSONAL INJURY OR SUBSTANTIAL PROPERTY DAMAGE. IF LICENSEE OR ANY OF ITS DIRECT OR INDIRECT CUSTOMERS APPLIES ANY SMSC PROGRAM TO ANY SUCH UNINTENDED OR UNAUTHORIZED USE, LICENSEE SHALL INDEMNIFY AND HOLD SMSC, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS, HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES AND EXPENSES ARISING, DIRECTLY OR INDIRECTLY, OUT OF ANY SUCH UNINTENDED OR UNAUTHORIZED USE, EVEN IF SUCH CLAIM ALLEGES THAT SMSC OR ANY OTHER PERSON OR ENTITY WAS NEGLIGENT IN DESIGNING OR MANUFACTURING THE SMSC PROGRAM. 3.3. The SMSC Programs are provided without support or maintenance. Licensee shall not, under any circumstances, direct its customers to SMSC for purposes of support or maintenance. SMSC reserves the right to modify or create future versions of the SMSC Programs and not offer such changes or future versions to Licensee. 4. TAXES 4.1. Licensee shall pay all taxes and charges of any kind imposed by federal, state or local governments with respect to this Agreement or the licensing, delivery, use, or exercise of any licenses granted in this Agreement, of or with respect to the SMSC Programs. 5. PROPRIETARY RIGHTS; CONFIDENTIALITY 5.1. Licensee shall not remove any copyright or other proprietary rights notices or legends in or on any SMSC Programs (including without limitation any documentation included as part of the SMSC Programs), and shall reproduce and include such copyright and other proprietary rights notices and legends in any and all copies of the SMSC Programs made pursuant to this Agreement. It is hereby acknowledged by SMSC and Licensee that any copyright notice of Licensee in or on media or objects containing copies of the SMSC Programs shall be interpreted to protect the copyrights of SMSC and its licensors or suppliers, as the case may be, in the SMSC Programs. 5.2. All trademarks, service marks, trade names, logos or other words or symbols identifying any SMSC products or services, or SMSC's business, are and will remain the exclusive property of SMSC or its suppliers or licensors as the case may be. No license is granted with respect thereto, and Licensee shall not use any of them without receiving SMSC's advance written approval to do so. 5.3. Licensee agrees that it will hold in strict confidence all technical information, documentation, and software programs (including without limitation source code, methods or concepts utilized in the source code, and internal specification documents for the source code) provided by SMSC to Licensee pursuant to this Agreement, and shall not disclose or provide any such information, documentation, or software programs to any third parties except as expressly permitted in this Agreement. Licensee agrees to protect such information, documentation, and software programs from unauthorized use and disclosure in the way Licensee protects its own similar confidential information, but in any event using at least a reasonable degree of care. Licensee may use such information, documentation, and software programs only for the purposes of performing its obligations under this Agreement and exercising the licenses granted to it in this Agreement. Licensee may provide such information, documentation, and software programs to employees of Licensee to whom disclosure is necessary for Licensee to perform its obligations under this Agreement and exercise the licenses granted to it in this Agreement and who have first entered into a legally enforceable written agreement with Licensee containing protections equivalent to those of this Agreement with regard to protecting the confidentiality and restricting the use of such information, documentation, and software programs, and who are advised of the confidential nature of such information, documentation, and software programs. 6. INDEMNIFICATION; INFRINGEMENT 6.1. Licensee shall defend or settle, at its option and expense, and indemnify SMSC against, any and all claims, damages, and suits against SMSC resulting from any modifications made to SMSC Programs; any combination or use of any SMSC Programs with any product, software, or other item not furnished by SMSC; use of SMSC Programs or in any manner other than suggested in writing by SMSC; or compliance with specifications, designs, or instructions provided or specified by licensee. 6.2. In the event of any claim of infringement involving SMSC Programs, SMSC may terminate this Agreement. 6.3. SMSC shall have no liability to Licensee or any third party with respect to any claim that any of the SMSC Programs infringes any patent, copyright, trade secret, trademark, or other intellectual property right of any third party. SMSC DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES AGAINST INFRINGEMENT AND THE LIKE. 7. TERM, TERMINATION AND DEFAULT 7.1. The term of this Agreement shall begin on the Effective Date and shall extend until this Agreement is terminated pursuant to the terms and conditions hereof, including Section 6.2 and Section 7.2. 7.2. This Agreement will automatically terminate if at any time Licensee is in default of this Agreement. If any of the following shall occur Licensee shall be in material default of this Agreement: (a) Licensee fails to timely perform or comply with any of its duties or obligations under this Agreement; (b) Licensee is or becomes insolvent, or there is filed by or against Licensee in any court, pursuant to any statute either of the United States or of any state or municipality, a petition in bankruptcy, or for reorganization, or for the appointment of a receiver or trustee of all or portion of Licensee's property; or Licensee makes an assignment for the benefit of creditors; or (c) Licensee is or becomes in default under any other agreements with SMSC and fails to cure such default within any time period granted for cure under such other agreement. 7.3. Upon any termination or expiration of this Agreement the licenses granted to Licensee shall terminate, and Licensee shall cease all use and distribution of, and cease exercising any and all other licenses and rights granted under this Agreement with respect to, the SMSC Programs, except that sublicenses rightfully granted to End-Users in accordance with Section 2.3 for machine readable object code copies of SMSC Programs provided by Licensee to such End-Users prior to termination of this Agreement shall survive in accordance with their respective terms. Upon any termination or expiration of this Agreement, Licensee shall, at its expense, promptly deliver to SMSC at SMSC’s address set forth in Section 9.2, all SMSC Programs (including without limitation source code and related documentation) and copies in Licensee’s possession or control, and all documents, tapes, disks and other storage media containing any technical information, documentation, or software programs provided under this Agreement by SMSC which are in Licensee’s possession or control, or destroy, or permanently delete and erase, all technical information, documentation, and software programs provided by SMSC to Licensee under this Agreement; and certify by written notice to SMSC that such delivery, destruction, and/or deletion and erasure has taken place. The following provisions shall survive termination or expiration of this Agreement: Sections 3.2, 3.3, 4, 5, 6, 7, 8, and 9, and Licensee’s obligations under Section 2. 8. EXPORT RESTRICTION AND ASSURANCES 8.1. Licensee agrees, and hereby assures SMSC, that Licensee will not export, re-export, or permit the export or re-export of, any SMSC Programs or any related technical documentation provided by SMSC, or any product incorporating or derived therefrom, without first complying with the export, re-export and record keeping requirements required by the United States government's laws and regulations, including but not limited to the United States Export Administration Regulations. Licensee further agrees, and hereby assures SMSC, that Licensee will not provide any SMSC Programs or any related technical documentation provided by SMSC, or any product incorporating or derived therefrom, to any person or entity prohibited by U.S. law or regulation (including without limitation to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or on the U.S. Commerce Department's Table of Denial Orders), or permit their use for any purpose prohibited by U.S. law or regulation (including, without limitation, nuclear proliferation and chemical and biological warfare). 9. GENERAL TERMS AND CONDITIONS 9.1. The parties are independent contractors. This Agreement does not constitute a partnership agreement, nor does it create a joint venture, partnership, or agency relationship between the parties, and neither party shall hold itself out to the contrary. Neither party is authorized to bind the other or incur any liability on behalf of the other. 9.2. Any notice to be given under this Agreement intended for SMSC must be in writing and sent to the SMSC’s address indicated below by using a reputable overnight delivery service providing a delivery receipt, or by U.S. certified mail, return receipt requested. Notices intended for SMSC shall be effective upon receipt Standard Microsystems Corporation 80 Arkay Drive Hauppauge, New York 11788-8847 Attention: Legal Department Any notices to be given under this Agreement by SMSC intended for Licensee, including without limitation any notices of termination under Section 6.2, may be given by either of the following methods, at SMSC’s election: (a) Posted on the Ethernet products page of the SMSC web site (www.smsc.com), which Licensee should check from time to time. Such notices shall be deemed to be received by Licensee at the time of such posting by SMSC regardless of whether Licensee checks the above web site for such posting or sees the posting; or (b) Email to Licensee to any email address at which Licensee has, within the three year period prior to such notice, received any email communication from SMSC. Such email notice shall be deemed to be received by Licensee at the time transmission is initiated by the individual sending the email on behalf of SMSC regardless of the whether the email is actually received at the email address provided. 9.3. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver, amendment or modification is sought to be enforced. No failure or delay by SMSC in exercising any right, power or remedy under this Agreement shall operate as a waiver of the right, power or remedy. No waiver by SMSC of any term, condition or default of this Agreement shall be construed as a waiver of any other term, condition or default. 9.4. Licensee may not assign, delegate, or transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement. Any attempted or purported assignment, delegation, or transfer by Licensee shall be void, and, at SMSC’s election, a material default by Licensee under this Agreement. 9.5. This Agreement is made in Suffolk County, New York, U.S.A. and shall be governed by the laws of the State of New York as applied with respect to contracts entered into in New York by New York residents to be performed entirely within New York excluding any law or principle which would apply the law of any other jurisdiction. Each of the parties to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in Suffolk County, New York for purposes of any suit or action arising out of this Agreement or any breach thereof, or the commercial or economic relationship of the parties arising from or contemplated by this Agreement. each of the parties to this agreement agrees that any such suit or action brought by or on behalf of it shall be brought only in the state or federal courts sitting in Suffolk County, New York and heard exclusively by such courts. 9.6. The headings of this Agreement and its sections are intended as a convenience only and shall not affect interpretation of its provisions. 9.7. In no event shall SMSC shall be liable for any failure or delay caused by any of the following: force majeure or any other cause beyond SMSC’s control; an act of God; war; riot; fire; terrorism; civil disturbance; explosion; accident; earthquake; flood; sabotage; inability to obtain or shortage of fuel, power, supplies, components, subassemblies or material; inability to obtain transportation; failures of non-affiliate subcontractors; or governmental laws, rules, regulations or orders. 9.8. This Agreement constitutes the complete and final agreement between the parties, and supersedes any and all prior negotiations and agreements between the parties concerning its subject matter. The interpretation of this Agreement may not be explained or supplemented by any course of dealing or performance. If any one or more provisions contained in this Agreement should for any reason be held to be unenforceable by a court of competent jurisdiction, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed and interpreted as if such unenforceable provision had not been contained herein. 9.9. IN NO EVENT SHALL SMSC BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR FOR LOST DATA, PROFITS, SAVINGS OR REVENUES OF ANY KIND; REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT; TORT; NEGLIGENCE OF SMSC OR OTHERS; STRICT LIABILITY; BREACH OF WARRANTY; OR OTHERWISE; WHETHER OR NOT ANY REMEDY OF LICENSEE IS HELD TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER OR NOT SMSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. By selecting the "I accept" button below: (1) you agree that you have had the opportunity to review the license; and (2) you agree to be bound by its terms. If you disagree, click the "Cancel" below.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.