Eula409.txt Driver File Contents (SMSC_LAN7500_W8.14_X01_A00_Setup-GFHVD_ZPE.exe)

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

How To Update Drivers Manually

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.

server: web4, load: 1.30