EULA

YOU SHOULD CAREFULLY READ THE ENTIRE FOLLOWING END USER LICENSE AGREEMENT (“EULA”) BEFORE DOWNLOADING, INSTALLING, USING OR PLAYING THE R3THA SOFTWARE, ASSESSMENTS, AND GAMES OR ANY RELATED SOFTWARE (COLLECTIVELY, “R3THA”). THIS AGREEMENT CONTAINS IMPORTANT TERMS THAT AFFECT YOUR LEGAL RIGHTS. BY DOWNLOADING, INSTALLING, USING OR PLAYING THE R3THA, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, PLEASE DO NOT (AND YOU ARE NOT PERMITTED TO) DOWNLOAD, INSTALL, USE OR PLAY THE R3THA.

BY DOWNLOADING, INSTALLING, USING OR PLAYING THE R3THA YOU CONFIRM THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT, THE NEUROTECHR3 TERMS OF SERVICE AND THE NTR3 PRIVACY POLICY AND THAT YOU AGREE TO THE TERMS IN THIS AGREEMENT AND THE TERMS OF SERVICE, (COLLECTIVELY, THIS “AGREEMENT”). YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT NTR3 WILL PROCESS YOUR PERSONAL INFORMATION IN ACCORDANCE WITH THE NTR3 PRIVACY POLICY (available at www.neurotechr3.com/privacy-policy). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, OR YOU HAVE NOT READ AND UNDERSTOOD THE NTR3 PRIVACY POLICY, DO NOT DOWNLOAD, INSTALL OR USE THE R3THA.

For ease of reference, the NTR3 “Terms of Service” or the “NTR3 Terms of Service” that you agreed to at the time you established your Account with NTR3 may be found at: www.neurotechr3.com/terms-of-service

This Agreement is between you and NeuroTechR3, Inc. (“NTR3”).

AS SET OUT IN SECTION 1 OF THE TERMS OF SERVICE, IF YOU ARE RESIDENT IN THE EEA, UNITED KINGDOM, SWITZERLAND, AUSTRALIA, NEW ZEALAND, TURKEY, JAPAN OR BRAZIL, NTR3 ACKNOWLEDGES THAT THERE ARE CERTAIN GUARANTEES, WARRANTIES, TERMS AND CONDITIONS (INCLUDING IN RESPECT OF REFUNDS AND RETURNS AND UNFAIR TERMS) IMPOSED BY THE LAWS RELATING TO THE SUPPLY OF GOODS, SERVICES AND DIGITAL CONTENT WHICH THE LAWS EXPRESSLY PROVIDE MAY NOT BE EXCLUDED, RESTRICTED OR MODIFIED OR MAY ONLY BE LIMITED TO A CERTAIN EXTENT (THE “STATUTORY OBLIGATIONS”). NOTHING IN THIS EULA EXCLUDES, RESTRICTS OR MODIFIES THE STATUTORY OBLIGATIONS OTHERWISE THAN ACCORDING TO SUCH LAWS.

PHOTOSENSITIVITY WARNING:

A very small percentage of individuals may experience epileptic seizures or blackouts when exposed to certain visual images, including without limitation light patterns or flashing lights. If you experience any of the following symptoms while using the R3THA, immediately discontinue use and consult your physician before resuming play: blackouts, seizures, dizziness, altered vision, eye or muscle twitches, jerking or shaking of arms or legs, loss of awareness, disorientation, confusion, any involuntary movement, or convulsions.

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE R3THA

Please note that certain people are susceptible to various symptoms and conditions when playing a game including:

• epileptic seizures or loss of consciousness;
• altered vision;
• pain and discomfort;
• motion sickness, dizziness, disorientation or nausea; and/or
• repetitive motion injuries and eye strain.

Immediately stop playing if you do not feel well or if you experience any of the above symptoms.

In any event, we strongly recommend that you take reasonable breaks from using the R3THA every 15 minutes and that you do not use for excessive overall periods.

If you are pregnant or if you have any pre-existing medical condition, you should talk with a physician to obtain professional advice before using the R3THA.

You should not use the R3THA under the influence of alcohol or drugs or while using prescription or non-prescription medication.

Always be aware of your surroundings when using the R3THA. Whether or not you remain seated during gameplay, give yourself plenty of room and make sure the play area is clear of objects and people that could be bumped into during gameplay. Ensure you are in a safe environment and not near stairs, balconies, windows, walls, furniture, objects that could cause tripping hazards or other objects or people that may pose a danger to you or them or could be damaged or cause injury during gameplay. Sound volume for the R3THA should be kept at a low enough level so that you can be aware of your surroundings while playing, and to avoid any damage to your hearing.

YOU HEREBY RELEASE NTR3, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES FROM ANY AND ALL LIABILITY IN CONNECTION WITH THE USE OF THE R3THA OR RELATED EQUIPMENT.

In no event shall NTR3 be liable for any damage to property, injury, or death (or for direct, indirect, punitive, incidental, or consequential damages) arising out of the use or misuse of the R3THA or any related equipment, including, without limitation, arising out of or connected with interactions between you and other people or objects in or around the play area during use of the R3THA. You understand that misuse of the R3THA includes (without limitation) violations of any instructions or any warnings set forth on the packaging, documentation, and screen shots for your R3THA in this document, in other documentation accompanying the R3THA or the packaging for the R3THA. Failure to carefully read and follow those instructions and warnings could lead to property damage, injury or death. You expressly assume and accept any and all risks inherent in (or that may be associated with) the use of the R3THA, and/or related equipment. Some, but not all, of those risks are discussed in the warnings set forth above or the warnings accompanying the R3THA. Please also see the section on “Limitation of Liability” below in this Agreement.

The NTR3 Terms of Service contain a Dispute Resolution and Arbitration Provision, including a Class Action Waiver, (the “Disputes Provision”) that – if you reside in a jurisdiction outside of the EEA/United Kingdom/Switzerland/Australia/New Zealand/Turkey/Japan or Brazil that permits class actions or other collective disputes – affects your rights under the NTR3 Terms of Service and this End User License Agreement with respect to disputes you may have with NTR3. That Disputes Provision is incorporated into this End User License Agreement by this reference and forms a part of this End User License Agreement as if such provision was fully restated in this End User License Agreement. You may opt out of the binding individual arbitration and class action waiver as provided in the NTR3 Terms of Service.

Any and all uses of the R3THA are governed by the terms of this End User License Agreement and the NTR3 Terms of Service. To use the R3THA, you must (a) obtain from NTR3 access to R3THA and (b) download the R3THA Client (as defined below). The NTR3 Terms of Service are hereby incorporated into and form a part of this End User License Agreement by this reference as if such provisions were fully restated in this End User License Agreement. The End User License Agreement is a “EULA” and constitutes “Supplemental Terms” as contemplated by the NTR3 Terms of Service. R3THA is made available and distributed solely for use by authorized end users according to the terms of this Agreement, including the NTR3 Terms of Service. Any use, reproduction, modification, or distribution of the R3THA not expressly authorized by the terms of this Agreement is expressly prohibited. You agree that R3THA, the R3THA Client, other R3THA related software, Content (as defined in the Terms of Service) specific to the R3THA and your access to and use of the R3THA are all a “Service” for the purposes of this Agreement, including the NTR3 Terms of Service. Any rights not granted to you in this Agreement are reserved by NTR3.

You have previously acknowledged that NTR3 may process your personal information in accordance with the NTR3 Privacy Policy which is available at www.neurotechr3.com/privacy-policyAll personal information collected and processed by NTR3 in connection with this End User License Agreement will be collected and processed in accordance with the NTR3 Privacy Policy.

YOU SHOULD PRINT A COPY OF THIS END USER LICENSE AGREEMENT, THE TERMS OF SERVICE, AND THE PRIVACY POLICY FOR YOUR RECORDS AND FOR FUTURE REFERENCE.

All software programs and any and all files that are delivered to you or made available to you by NTR3, directly or indirectly through a NTR3 authorized reseller or distributor, (via on-line access, transmission, download or otherwise), including any “patcher”, “installer”, and any updates and modifications to such software programs, and any and all copies and derivative works of such software programs (collectively, with the R3THA Client (defined below), “R3THA”) is the copyrighted work of NTR3 and its affiliates. R3THA IS LICENSED, NOT SOLD, TO YOU.

1. LIMITED LICENSE; RESTRICTIONS AND OWNERSHIP

If you agree to this Agreement, you may download and install the R3THA computer software (hereafter referred to as the “R3THA Client”) onto your computer or console for the sole purpose of playing R3THA by registering for and accessing an account with the Service (the “Account”). Additional terms applicable to your Account are set forth in the NTR3 Terms of Service. Subject to your compliance with all the terms and conditions in this Agreement, NTR3 hereby grants, and you hereby accept, a limited, non-transferable, non-exclusive license (a) to download, install, or use the R3THA Client on one or more computers or consoles owned by you or under your legitimate control, and (b) to use the R3THA Client solely as part of the Service for your non-commercial entertainment purposes only.

The NTR3 Terms of Service include terms and conditions applicable to Virtual Currency (as such term is defined in the NTR3 Terms of Service), including terms that grant you a non-exclusive, limited license for Virtual Currency. Such terms and conditions apply to the Virtual Currency (if any) licensed to you for use with the R3THA. The “Brainy Points” associated with the R3THA are “Virtual Currency” and are subject to such terms and conditions.

Subject to the Statutory Obligations (as defined in Section 1 of the Terms of Use), this Agreement does not give you any right to obtain reissues or replacements of the R3THA at any time and NTR3 is not obliged to supply software updates, upgrades, or expansions for the R3THA, or even to operate or continue to support the R3THA for an indefinite period.

As further described in the NTR3 Terms of Service, but subject to the Statutory Obligations (as defined in Section 1 of the NTR3 Terms of Service), NTR3 may change, modify, suspend, or discontinue any aspect of R3THA at any time and NTR3 may also impose limits on certain features or restrict your access to parts or all of the R3THA without notice or liability.

In all cases, the licenses granted to you in this Agreement will terminate upon the earlier of termination of this Agreement or termination of your Account, if any, with NTR3.

The NTR3 Terms of Service include terms and conditions applicable to user generated Content, downloadable Content and other Content and you agree to comply with such terms and conditions.

2. SOFTWARE UPDATES AND ANTI-CHEATING AND SECURITY TOOLS.

NTR3 may deploy or provide patches, updates, improvements, upgrades and modifications to the R3THA (“Updates”) that must be installed by you in the manner described by NTR3 in its discretion before you may continue to use the R3THA. All such Updates are part of the R3THA for purposes of this Agreement, the licenses granted to you and the License Limitations set forth in this Agreement. The terms of this Agreement will govern any Updates provided by NTR3 that replace and/or supplement the original R3THA, unless such Updates is accompanied by a separate license agreement in which case the terms of that license agreement will govern. NTR3 HAS IMPLEMENTED TOOLS AND SOFTWARE (“ANTI-CHEAT TOOLS”) DESIGNED TO DETECT AND PREVENT CHEATING AND FRAUD; THESE TECHNOLOGIES MAY SCAN ANY COMPUTER OR DEVICE FROM WHICH YOU DOWNLOAD OR USE R3THA TO DETECT OR IDENTIFY ANY PROGRAMS OR PROCESSES DESIGNED TO “CHEAT,” GAIN AN UNFAIR ADVANTAGE IN THE R3THA OR OTHERWISE CIRCUMVENT ANY SECURITY, ANTI-CHEAT OR FRAUD DETECTION PROCESSES OR TOOLS WE HAVE IMPLEMENTED (“CHEAT PROGRAMS”). BY USING OR DOWNLOADING R3THA OR ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND EXPRESSLY AGREE TO THE ACCESS TO YOUR COMPUTER OR DEVICE BY THESE ANTI-CHEAT TOOLS TO IDENTIFY OR DETECT CHEAT PROGRAMS.

3. LIMITATIONS AND RESTRICTIONS.

R3THA and/or certain features are a Service offered by NTR3 and may only be playable online. In such cases, a persistent Internet connection (which is not supplied by NTR3) is required to use the R3THA. You are responsible for all costs and expenses associated with acquiring any hardware, software (e.g., Internet browsers) or other products or services required to use the R3THA or access these features.

In addition to the restrictions, conditions and limitations set forth in the NTR3 Terms of Service, the license granted to you in this End User License Agreement is subject to the conditions, restrictions and limitations set forth in Section 1 and this Section 3 of this End User License Agreement (collectively, the “License Limitations”). Any use of R3THA in violation of the License Limitations will be regarded as an infringement of NTR3’s copyrights in and to the R3THA and will be a breach of this Agreement. You agree that you will not and will not assist any other person, under any circumstances, to:

1. in whole or in part, distribute, publicly perform or display, sell, transmit, publish, edit, reproduce, sublicense, rent, lease, loan or otherwise transfer the R3THA or Content, including without limitation any access keys;
2. in whole or in part, modify, adapt, translate, reverse engineer, attempt to derive source code from, modify, disassemble, decompile, or create derivative works based on R3THA; provided, however, that you may make one (1) copy of the R3THA Client and the manuals that accompany it for archival purposes only and you may install the relevant R3THA Client on one or more computers owned by you or under your legitimate control as described in Section 1 above;
3. remove any proprietary notices or labels on the R3THA; or attempt in any manner to circumvent any security measures designed to control access to the R3THA or any part thereof;
4. use cheats, automation software (bots), hacks, mods or any other unauthorized third-party software designed to modify the R3THA or adversely impact any other persons use of the R3THA or his/her experience of using the R3THA;
5. exploit the R3THA or any of its parts, including without limitation the R3THA Client, for any commercial purpose (including without limitation renting, leasing or licensing the R3THA to others), including without limitation for gathering Virtual Currency (as defined in the NTR3 Terms of Service).
6. use any unauthorized third-party software that intercepts, “mines”, or otherwise collects information from or through the R3THA or the Service, including without limitation any software that reads areas of RAM used by the R3THA to store information about the game environment; provided, however, that NTR3 may, at its sole and absolute discretion, allow the use of certain third party user interfaces and other third party software;
7. modify or cause to be modified any files that are a part of the R3THA Client in any way not expressly authorized by NTR3;
8. facilitate, create or maintain any unauthorized connection to the R3THA or the Service, including without limitation (a) any connection to any unauthorized server that emulates, or attempts to emulate, the Service; and (b) any connection using programs or tools not expressly approved by NTR3;
9. take any action or upload, post, transmit, distribute, or communicate your or any person’s real-world personal information;
10. impersonate any person or entity, including, but not limited to, NTR3, NTR3’s partners’ or affiliates’ employees, or falsely state or otherwise misrepresent your affiliation with a person or entity;
11. promote, upload, transmit, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits or cheats and/or distribution of counterfeit software and/or Virtual Currency or virtual items. In an effort to continuously improve the R3THA, you and other users/players discovering exploits, cheats, cracks or other inconsistencies are required to report them to NTR3; or
12. take any action or upload, post, transmit, promote, or distribute any content that may contain a Trojan horse, virus, worm, spyware, time bombs, cancelbots, corrupted data or other computer programs that you do not own or have permission to freely distribute that may damage, interfere with, intercept, expropriate or disrupt the R3THA.

Any attempt to do any of the foregoing is a breach of this Agreement and may be a violation of intellectual property rights in the R3THA. If you breach these restrictions, you may be subject to prosecution and damages.

The R3THA is licensed to you as a single product. Its component parts may not be separated for use on more than one computer. The R3THA is licensed, not sold. Your license confers no title or ownership in the R3THA or copies thereof.

4. OWNERSHIP OF THE R3THA.

NTR3 and its licensors are and will continue to be the owner of all right, title, and interest in and to the R3THA and the Service, including without limitation all intellectual property rights and moral rights in and to the R3THA and all copies thereof (including without limitation any titles, software programs and code, the R3THA related themes, characters, character names, character likenesses, stories, dialog, catch phrases, locations, concepts, artwork, character inventories, structural, landscape and other designs in the R3THA, animations, sounds, musical compositions and recordings, audio-visual effects, storylines, methods of operation, and any related documentation). You shall take no action inconsistent with such title or ownership. The R3THA is protected by the copyright laws of the United States, international treaties and conventions, and other laws. The R3THA may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this Agreement. You acknowledge and agree that you have no interest, monetary or otherwise, in any feature or Content contained in the R3THA. This paragraph will survive the termination of this Agreement.

5. COLLECTION AND PROCESSING OF PERSONAL INFORMATION

NTR3 will process your personal information in accordance with the NTR3 Privacy Policy www.neurotechr3.com/privacy-policy and we will also use cookies, web beacons and other analytic technologies (together “cookies” herein) and similar mechanisms – including those provided by third parties – to collect, store and transmit information related to your usage of the Service in order to operate, improve and optimize the Service and our other products, to analyze usage, to personalize your experiences using the Service, and otherwise in accordance with the NTR3 Privacy Policy. You expressly acknowledge that you have read and understood the:

• NTR3 Privacy Policy www.neurotechr3.com/privacy-policy which explains how we may collect, use, disclose and otherwise process data about you (including personal information)
• NTR3 Cookie Policy www.neurotechr3.com/cookie-policy which sets forth our use of cookies and your options regarding the same;

NTR3 reserves the right to disclose any information NTR3 deems necessary to (i) ensure your compliance with this Agreement; (ii) satisfy any applicable law, regulation or legal process; and (iii) protect the rights, property and interests of NTR3, its employees, other users of the R3THA or the public.

6. MONITORING AND UPDATES.

If you request any technical support from NTR3, subject to your consent NTR3 may remotely access and review the computer onto which you have loaded the R3THA Client for purposes of providing technical support and debugging. As further described in the NTR3 Terms of Service, NTR3 may update the R3THA remotely including without limitation the the R3THA Client residing on your computer, and you hereby grant to NTR3 your consent to deploy and apply such Updates.

You understand and agree that (a) any and all the R3THA related character data is stored and is resident on NTR3 computers and servers and (b) any and all communications that you make within the R3THA (including, but not limited to, messages solely directed at another user or group of users) traverse through NTR3 computers and servers and may or may not be monitored by NTR3 or NTR3’s agents. You expressly consent to such monitoring of such communications that you send and receive. The NTR3 Terms of Service and the NTR3 Privacy Policy include further terms and conditions applicable to the accessing, monitoring, and recording of activities and communications on and relating to the Service, including but not limited to when NTR3 may report incidents to law enforcement and other authorities. All personal information collected and processed by NTR3 as part of the activities set out in this clause 6 will be collected and processing accordance with the NTR3 Privacy Policy and the terms of the Agreement.

7. TERMINATION.

This End User License Agreement starts at the time you accept this End User License Agreement and it will remain effective until terminated. You may terminate this End User License Agreement at any time by (i) permanently destroying all copies of the R3THA in your possession or control and (ii) removing the R3THA Client from your hard drive. Subject to the Statutory Obligations (as defined in Section 1 of the NTR3 Terms of Service), NTR3 may terminate this End User License Agreement at any time for any reason or no reason (including at such time as NTR3 elects to discontinue offering the R3THA). Upon termination by NTR3 for any reason, all licenses granted in this Agreement (including in the NTR3 Terms of Service) with respect to the R3THA that is the subject of this End User License Agreement shall immediately terminate and you must immediately do (i) and (ii) above. Termination for no reason will be communicated to you by NTR3.

8. EXPORT RESTRICTIONS.

The R3THA may not be exported, re-exported, downloaded or otherwise transferred (i) to or into (collectively, an “Export”) any country which requires an Export license or which the United States Government prohibits Exports, including any such country subject to economic sanctions or (ii) to any person or entity prohibited from receiving goods or services of U.S. origin. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. This Section 8 will survive the termination of this Agreement.

9. WARRANTY.

If you, the original purchaser, purchased the R3THA on a physical media (such as a disc) your use of the R3THA is subject to the limited warranty included with the manual or other packaging material that came with your purchase.

THE NTR3 TERMS OF SERVICE INCLUDE PROVISIONS REGARDING THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND GUARANTEES (SUBJECT TO THE STATUTORY OBLIGATIONS (AS DEFINED IN SECTION 1 OF THE NTR3 TERMS OF SERVICE)) AND SUCH PROVISIONS ARE INCORPORATED INTO THIS END USER LICENSE AGREEMENT BY THIS REFERENCE AND FORMS A PART OF THIS END USER LICENSE AGREEMENT AS IF SUCH PROVISIONS WERE FULLY RESTATED IN THIS END USER LICENSE AGREEMENT. THIS SECTION 9 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

With respect to software that is enabled for use on or over the Internet, you acknowledge that NTR3 is not responsible for the Internet or whether it should continue to exist in its present form or whether or not a government or governmental agency, either foreign or domestic, will control, regulate or disband the Internet. Use of the Internet is at your sole risk.

10. LIMITATION OF LIABILITY, REIMBURSEMENT.

To the maximum extent permitted by applicable law, and subject to the Statutory Obligations (as defined in Section 1 of the Terms of Service), IN NO EVENT SHALL NTR3 OR ANY OF LICENSORS BE LIABLE FOR ANY (I) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES, (II) THIRD PARTY CLAIMS, OR (III) LOSS OR DAMAGE TO ANY SYSTEMS, HARDWARE OR SOFTWARE, RECORDS OR DATA, EVEN IF ADVISED OF OR AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU.

THE NTR3 TERMS OF SERVICE INCLUDE OTHER PROVISIONS REGARDING THE LIMITATION OF LIABILITY AND REMEDIES (SUBJECT TO THE STATUTORY OBLIGATIONS (AS DEFINED IN SECTION 1 OF THE NTR3 TERMS OF SERVICE)) AND SUCH PROVISIONS ARE INCORPORATED INTO THIS END USER LICENSE AGREEMENT BY THIS REFERENCE AND FORMS A PART OF THIS END USER LICENSE AGREEMENT AS IF SUCH PROVISIONS WERE FULLY RESTATED IN THIS END USER LICENSE AGREEMENT.

If (i) you misuse the R3THA Service or breach this Agreement or (ii) any contributions, actions or omissions by you in connection with your use of the R3THA Service results in NTR3 incurring any liabilities, damages, losses, costs and expenses (including without limitation attorneys’ fees and court costs), then you agree to reimburse NTR3 and its affiliates and other participants of the Service from all such liabilities, damages, losses, costs and expenses. If a third party sues NTR3 for either or both of (i) or (ii) above, NTR3 reserves the right to control the defense and settlement of such third party lawsuit, and you agree to reimburse NTR3 for the cost of the defense, including, but not limited to, reasonable and documented attorneys’ fees.

This Section 10 shall survive termination of this Agreement.

11. CHANGES TO THE AGREEMENT.

NTR3 may replace this End User License Agreement with new versions (each a “New EULA”) over time as the R3THA and the law evolve. This End User License Agreement will terminate immediately upon the introduction of a New EULA, and you will be given an opportunity to review the New EULA in accordance with the change provisions set out in the NTR3 Terms of Service. New EULAs will not be applied retroactively. Your continued use of the R3THA after a modification of the EULA will be deemed as your acceptance of any modified terms.

12. U.S. GOVERNMENT RESTRICTED RIGHTS.

The R3THA is a Commercial Item developed exclusively at private expense and comprised of “commercial computer software” and “commercial computer software documentation”, as these terms are defined in the applicable acquisition regulations, including without limitation the Federal Acquisition Regulation (“FAR”) at 48 C.F.R. 2.101. The R3THA is licensed to U.S. Government End Users subject to the terms of this Agreement, as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) ( for civilian agencies), and as specified in 48 C.F.R. 227.7202-3 and 48 C.F.R. 227.7202-4, consistent with 48 C.F.R. 227.7202 (for Department of Defense entities). Solely with respect to the U.S. Government’s rights in the R3THA, this U.S. Government License Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision of the contract under which the R3THA is obtained. The Manufacturer is NTR3.

13. GOVERNING LAW.

For residents of North America, this Agreement and all Disputes (as defined in the Disputes Provision) shall be governed by the laws of the State of New Jersey, USA, excluding its conflicts of laws rules and principles that would result in another State or country’s laws applying to this Agreement or any Disputes, and excluding the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”), and any laws based on UCITA. For clarity, the terms in this paragraph shall control over any conflicting terms in the NTR3 Terms of Service, including without limitation any terms that would result in another State’s or country’s laws applying to this Agreement or any Disputes.

If you reside outside of North America, then this Agreement and all Disputes shall be governed by the laws of England, excluding its conflicts-of-law rules and principles that would result in another State or country’s laws applying to this Agreement or any Disputes, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Local mandatory laws may be applied.

Notwithstanding the Disputes Provision, you agree that NTR3 shall be entitled to injunctive relief, specific performance, and equitable remedies with respect to breaches of Sections 1 or 3 of this Agreement, in addition to such other remedies as NTR3 may otherwise have under applicable law.

This Section 13 will survive the termination of this Agreement.

14. MISCELLANEOUS.

This End User License Agreement along with the NTR3 Terms of Service and the NTR3 Code of Conduct constitute and contain the entire agreement between you and NTR3 with respect to the subject matter hereof and supersedes any prior oral or written agreements. This End User License Agreement shall coexist with, and shall not supersede, the NTR3 Terms of Service or the NTR3 Privacy Policy. To the extent that the provisions of this End User License Agreement conflict with the provisions of the NTR3 Terms of Service, and unless expressly indicated otherwise in this Agreement, the conflicting provisions in this End User License Agreement shall control and shall govern. Except as specifically provided in the Disputes Provision, if any part of this Agreement is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of such part, and the remaining portions of this Agreement shall remain in full force and effect. The failure of NTR3 to exercise or enforce any right or provision of this Agreement will not constitute waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in a writing signed by NTR3. You agree that this Agreement and NTR3’s enforcement of this Agreement, are not intended to confer and do not confer any rights or remedies upon any person other than you and NTR3. This Section 14 shall survive the termination of this Agreement for any reason.