Terms & Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR

OTHERWISE USING TraffPRO. UPit AGREES TO LICENSE TraffPRO TO YOU ON THE TERMS AND CONDITIONS HEREIN PROVIDED THAT

YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.

ACCORDINGLY, BY DOWNLOADING, INSTALLING, OR OTHERWISE USING TraffPRO (OR BY CLICKING ON A BUTTON SUCH AS “Buy Now ”), YOU ARE AGREEING TO

BE LEGALLY BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE

AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS

OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE

upit systems TRAINER. YOU SHOULD PRINT OUT A COPY OF THIS AGREEMENT FOR

FUTURE REFERENCE.

The following describes the legal “Agreement” between you (an individual) and upit sytems

regarding the use and storage of TraffPRO. This Agreement is only valid

for individuals. For the licensing arrangements available for other entities desiring to license

upit systems Trainers, please contact upit systems by email.

DEFINITIONS

The following terms used in this Agreement have the meanings set forth below:

Content, as used herein, means all of the materials provided to you as a TraffPRO user

(whether by download, or as electronically stored information). The materials provided to you as

TraffPRO user may include one or more of the following: literary works, text, pictorial and

graphical works, photographs, video and audio clips, motion pictures and other audio visual

works, video games, music, soundtracks, button icons, streaming data, animation, images,

compilations, or any other software files (in object code or source code format).

Electronically stored information, as used herein, means information that is stored in any

electronically readable form, including magnetically stored information, information stored on solid

state devices and information stored on optically readable media. Electronically stored

information includes, without limitation, information stored on CD, DVD, diskette, hard disk, flash

drives, memory cards, or other devices.

LICENSE

a. License

Subject to your acceptance of this Agreement, and subject to the terms and conditions of this

Agreement, upit systems hereby grants you a limited, non-transferable, non-assignable, worldwide, non-exclusive right to use the Content solely for your use.

You may store the Content onto the hard drive of a single computer on which traffPRO will be installed in.

b. Restrictions on Use of Content

You agree that you will not, nor will you authorize or permit others to: ( 1) sell, rent, lease, license,

sublicense, transfer, distribute, re-transmit, time-share, use or make available on a service

bureau, or otherwise assign to any third party the Content or any of your rights to use the

Content; ( 2) modify the Content or create any derivative works based on the Content; ( 3) reverse

engineer, decompile or disassemble the software elements of the Content, if any, or otherwise

attempt to discover the source code of the software elements of the Content; or ( 4) circumvent

any encryption or other security tools used anywhere in the Content, or on upit systems’s web site.

c. Ownership

As between the parties, the Content and all patents, copyrights, trademarks, service marks,

know-how, trade secrets and any other proprietary rights therein or thereto, is the sole and

exclusive property of upit systems (or upit systems’s licensors), and you gain no right, title or interest

in or to the Content by virtue of this Agreement or otherwise, except the License granted herein

expressly in Paragraph II (a ) above.

d. Notices

You shall include such proprietary rights and other notices on each copy of the Content as may

be provided by Content Provider to you from time to time, or as may be generated automatically

by the Content. You shall not remove or obscure any such notices.

e. Remedy for Breach of License

Violation of the licensing provisions of this Section II by you (or by any third party to whom you

have properly or improperly provided access to the Content) shall constitute a material breach of

this Agreement, and shall cause this Agreement, and the License granted hereunder to

immediately and automatically terminate without notice. In addition to all other rights and

remedies available to Content Provider, at law or in equity, and notwithstanding anything to the

contrary herein, upit systems shall be entitled to seek injunctive relief from a court of competent

jurisdiction to avoid continued infringement of its intellectual property rights, including copyright.

upit systems, if it prevails, shall have the right to recover from you its attorney fees and other costs arising from your infringement of upit systems’s intellectual property rights, including copyright.

III. FEES

a. Fees

If you are downloading the Content, you agree to pay upit systems LLC the then-current fees

required for the download, as provided as part of the download or installation process, or

otherwise as part of your membership to the web site (as applicable). All payments shall be in

United States Dollars. If you are installing the Content from media upon which it is electronically

stored, you agree to ensure that the purchase price has been paid for the Content prior to such

installation.

b. Taxes

All fees and other charges set forth in the download and installation process do not include any

federal, state, or local sales, use, value-added, property, excise, withholding or other taxes,

customs or duties now or hereafter levied which shall be for your account. Any taxes or amounts

in lieu thereof paid or payable by Content Provider in respect of any such taxes on such fees or

charges (excepting only taxes on net income) shall be added to your obligations as an additional

charge, which shall be due within thirty (30) days after invoice therefore.

IV. ASSUMPTION OF RISK, LIMITED WARRANTY, NO OTHER REPRESENTATIONS OR

WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR USE OF THE CONTENT IS AT YOUR DISCRETION

AND AT YOUR OWN AND SOLE RISK.

upit systems provides the following limited warranty: the TraffPRO system will be free from defects

in material and workmanship when downloaded. upit systems’s

entire obligation, and your exclusive remedy, for breach of the foregoing warranty is as follows:

if you notify upit systems during the warranty period of the defect and provide proof of purchase

showing the date and amount of your purchase, upit systems shall, at upit systems’s sole option,

replace TraffPRO with one that is not defective or refund to you the amount you paid

for TraffPRO. EXCEPT AS STATED ABOVE, THE CONTENT IS PROVIDED “AS

IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. upit systems MAKES NO

REPRESENTATIONS OR WARRANTIES THAT THE CONTENT WILL BE UNINTERRUPTED,

TIMELY, SECURE, OR ERROR FREE; NOR DOES upit systems MAKE ANY

REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH,

ACCURACY OR COMPLETENESS OF THE CONTENT. upit systems MAKES NO

REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE OR

THE CONTENT. upit systems MAKES NO WARRANTY REGARDING ANY GOODS OR

SERVICES PURCHASED OR OBTAINED THROUGH THE CONTENT OR ANY TRANSACTION

ENTERED INTO THROUGH THE CONTENT AND IS NOT RESPONSIBLE FOR ANY USE OF

CONFIDENTIAL OR PRIVATE INFORMATION BY THIRD PARTIES. SOME JURISDICTIONS

DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE

EXCLUSIONS MAY NOT APPLY TO YOU.

Your remedies under this Agreement are exclusive and are limited to those expressly provided for

herein.

V. INDEMNITY

You agree to indemnify upit systems against any and all claims, liabilities, and costs,

including reasonable attorneys’ fees, reasonably incurred in connection with the alleged or actual: (i) material breach of this Agreement by you; or (ii) breach of your warranties or representations herein. upit systems shall promptly notify you in writing of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. upit systems may participate in the defense of such claim or defense at its own expense.

VI. LIMITATION OF LIABILITY

IN NO EVENT SHALL upit systems (OR ITS LICENSORS) BE LIABLE TO YOU, OR ANY OTHER

THIRD PARTY, IN EXCESS OF THE PRICE BY YOU PAID FOR YOUR LICENSE, FOR ANY

INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,

INCLUDING LOSS OF PROFITS OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR

RELATING TO THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE

BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF upit systems HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THESE

LIMITATIONS, SO SOME OF THE ABVEO LIMITATIONS MAY NOT APPLY TO YOU.

YOU EXPRESSLY AGREE THAT upit systems SHALL NOT BE LIABLE TO YOU OR ANY THIRD

PARTY UNDER ANY THEORY FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER

SYSTEM, HANDHELD DEVICE OR ANY OTHER STORAGE/PLAYBACK DEVICE USED BY

YOU TO STORE OR DISPLAY THE CONTENT. YOU AGREE THAT YOU SHALL BE SOLELY

RESPONSIBLE FOR ANY SUCH LOSS OR DAMAGE. YOU FUTHER UNDERSTAND AND

AGREE THAT upit systems SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY LOSS OR

DAMAGE TO ANY DATA ON YOUR PERSONAL COMPUTER, HANDHELD DEVICE OR ANY

OTHER STORAGE/PLAYBACK DEVICE USED BY YOU TO STORE OR DISPLAY THE

CONTENT WHICH DAMAGE OR LOSS RESULTS FROM THE DOWNLOAD OF THE

CONTENT. YOU AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY SUCH

LOSS OR DAMAGE.

upit systems EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGE YOU

SUFFER AS A RESULT OF USING THE CONTENT. BY ACCEPTING THE TERMS OF THIS

AGREEMENT, YOU EXPRESSLY AGREE TO ASSUME ALL RISKS ASSOCIATED WITH AND

WHICH MAY ARISE FROM YOUR USE OF THE CONTENT.

VII. TERM AND TERMINATION

a. Term

The term of this Agreement shall begin on the date that you first download/install the Content and

shall continue in effect until such time as either party terminates the Agreement, with or without

cause. upit systems reserves the right to change or discontinue at any time any aspect or feature of this Site or the Content

b. Effect of Termination

Upon termination of this Agreement for any reason, ( 1) all licenses granted hereunder shall

terminate immediately, ( 2) you shall erase and destroy all copies of the Content (including,

without limitation deleting the Content from any cached files on the hard drive of your computer);

and ( 3) upit systems shall immediately cease providing access to the Content to you.

c. Survival

The parties’ rights and obligations under Sections II(b), II(c), II(e), III, IV, V, VI, VII(b), and VIII

shall survive any expiration or earlier termination of this Agreement.

VIII. GENERAL TERMS

a. Governing Law

This Agreement and all matters arising out of or otherwise relating to this Agreement, shall be

governed by the laws of the Russian Federation, excluding its conflict of law provisions. The

parties agree that the United Nations Convention on Contracts for the International Sale of Goods

is specifically excluded from application to this Agreement. The parties hereby submit to the

personal jurisdiction of the state and federal courts in Russia. Exclusive venue for

any litigation permitted under this Agreement shall be with the state and federal courts located in

Russia.

b. Rights to Injunctive Relief

Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party

with full compensation in the event of the other party’s breach of Section II (a), (b) or (d), and that,

notwithstanding the agreement regarding arbitration, an aggrieved party shall be entitled to seek

injunctive relief from a court of competent jurisdiction in the event of any such breach. Such

injunction shall be in addition to, and not in lieu of other remedies available at law or in equity.

Each party expressly agrees that it shall not seek a bond in excess of $200 in connection with the

issuance of any such injunction.

c. Arbitration

Except as otherwise provided herein, either party may submit any dispute arising out of or relating

to this Agreement to binding arbitration in accordance with the then-existing Commercial

Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in

borough of Manhattan, City of New York, and conducted by a single arbitrator, knowledgeable in

software, the Internet and e-Commerce. The party bringing the action shall be responsible for

paying all costs for arbitration, including the arbitrator’s fees, unless attorney’s fees may be

awarded to the prevailing party under this Agreement or as a matter of substantive law. The

arbitrator shall have no authority to award any punitive or exemplary damages, certify a class

action, add any parties, or to vary or ignore the terms of this Agreement and shall be bound by

governing and applicable law. This Section shall not apply to any breach (or any allegation which

if true would constitute a breach) of Section II (a), (b) or (d).

d. Assignment

The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective

assignees, successors, executors, and administrators, as the case may be. Neither this

Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise

transferred, in whole or in part by you.

e. Severability

If for any reason a court of competent jurisdiction or arbitrator finds any provision of this

Agreement or any portion thereof, to be unenforceable, that provision will be enforced to the

maximum extent permissible and the remainder of this Agreement will continue in full force and

effect.

f. No Waiver

Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of

future enforcement of that or any other provision, and no waiver of one breach will constitute a

waiver of subsequent breaches of the same or of a different nature.

g. Complete Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject

matter hereof, and supersedes and replaces all prior or contemporaneous understandings or

agreements, written or oral, regarding such subject matter. No amendment to or modification of

this Agreement will be binding unless in writing and signed by a duly authorized representative of

both parties.

h. Headings

Section and subsection headings of this Agreement are inserted for convenience only and shall

not be deemed to constitute a part hereof nor to affect the meaning thereof.

i. Force Majeure

upit systems shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot,

embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes,

tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation,

facilities, fuel, energy, labor or materials; failure of the telecommunications or information services

infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as

such event continues to delay upit systems’s performance.

j. Transmission of Data

You acknowledge that if you are accessing or downloading from upit systems’s website, information will be transmitted over local exchange, inter-exchange and Internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, Internet service providers and others, all of which are beyond the control and jurisdiction of upit systems and their suppliers. Accordingly, upit systems assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of upit systems’s website.

k. Rights

All information provided by upit systems on its website pages and in the Content is owned by or

licensed to upit systems except where noted. upit systems and its licensors retain all proprietary rights to the information contained on its website pages to the fullest extent of their rights. The

information contained on upit systems’s website pages may not be downloaded or reproduced

except for use by upit systems’s customers as part of their activity in licensing, using or evaluating

the purchase of TraffPRO.

PAYMENYS ARE NON-REFUNDABLE. Payments are subject to change at any time without

notice. You may be charged a commission from our merchant for purchasing our product.