VSAS: User Manual Client v2

8/14/2019 VSAS: User Manual Client v2

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Users Manual

On-Demand: VSAS v2.0


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2008 Fididel, Inc. | User Manual Client v2 Page 2 of34

Contents

CONTENTS ............................................................................................................................................................. 2

INTRODUCTION ..................................................................................................................................................... 4

LETTER FROM THE CEO ................................................................................................................................................... 4

ABOUT US: ................................................................................................................................................................... 4

Definition: ............................................................................................................................................................. 4

Support Team: ....................................................................................................................................................... 5

WHAT IS THE DIFFERENCE BETWEEN MARKETPLACE AND ON-DEMAND? ................................................................................... 5

FIDIDEL DASHBOARD ............................................................................................................................................. 6

GETTING TO KNOW YOUR FIDIDEL DASHBOARD .................................................................................................................... 6

GET STARTED - LOGIN ............................................................................................................................................ 7

LOGGING IN .................................................................................................................................................................. 7

Validate information ............................................................................................................................................. 7

RECOVERING FORGOTTEN PASSWORD .................................................................................................................. 8

RECOVER YOUR PASSWORD .............................................................................................................................................. 8

Validate Users email ............................................................................................................................................ 9

Validate answer to secret question ....................................................................................................................... 9

Send email to user ................................................................................................................................................. 9

Check your email to reset your password. ............................................................................................................ 9

Enter new password .............................................................................................................................................. 9

LOGGING OFF ...................................................................................................................................................... 10

USERS MANAGEMENT ......................................................................................................................................... 11

EDIT CLIENT ADMINISTRATIVE PROFILE............................................................................................................................. 11

REGISTERING A FIDIDELER .............................................................................................................................................. 12

Displaying register forms for Fidideler (Clients sales person). ........................................................................... 14

Validate data ...................................................................................................................................................... 15

New registered User default status is Inactive.................................................................................................... 15

DISPLAY LIST OF USERS .................................................................................................................................................. 16

Order list of users ................................................................................................................................................ 16

SEARCHING FOR A USER................................................................................................................................................. 17

Search Example: .................................................................................................................................................. 17

Display search results .......................................................................................................................................... 17Clear filter criteria ............................................................................................................................................... 17

EDITING AN EXISTING USER............................................................................................................................................. 18

Edit user profile ................................................................................................................................................... 19

Fields that can be and cannot be edited ............................................................................................................. 19

Display user information ..................................................................................................................................... 19

Email notification to User about changes ........................................................................................................... 20

ACTIVATING OR DEACTIVATING A USER ............................................................................................................................ 20

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Activate or Deactivate a User ............................................................................................................................. 20

VALUE PRICING SERVICE (VPS) MANAGEMENT .................................................................................................... 21

GETTING TO KNOW YOUR VPS MODULE ........................................................................................................................... 21

ACCEPTING A NEGOTIATION REQUEST .............................................................................................................................. 23

How to accept an incoming negotiation ............................................................................................................. 23

RETRACTING AN OFFER.................................................................................................................................................. 25

How to Retract an Offer ...................................................................................................................................... 25

ACCEPTING AN OFFER ................................................................................................................................................... 26

Accept an Offer ................................................................................................................................................... 26

END THE NEGOTIATION ................................................................................................................................................. 27

Ending a negotiation ........................................................................................................................................... 27

REPORT MANAGEMENT ....................................................................................................................................... 28

NEGOTIATION HISTORY REPORT...................................................................................................................................... 28

SOFTWARE SERVICES AGREEMENT ...................................................................................................................... 30

FIDIDELS VEHICLE SALES ACCELERATOR SOLUTION (VSASTM) .............................................................................................. 30

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Intr

oduction

Introduction

Letter from the CEO

Greetings,

Welcome to the Fididel community! Fididel has come a long way in achieving a leading position

for real-time interactive solutions, and our continuous growth has demonstrated the success of

our commitment and innovative vision in the marketplace.

Leveraging from a successful marketplace, Fididel is becoming a key eCommerce component

across leading vertical markets. Im excited to have you embark on this great adventure with us.

Regards,

Hal Wendel

Founder & CEO

About Us:Fididel is the first eCommerce solutions company to offer a patent-pending platform for doing business

over the internet in real-time. In first the phase, Fididel created the first marketplace on the internet

where buyers and sellers can negotiate in real-time for products and services. Fididel now launches its

On-Demand service that will take advantage of Fididels development and leadership position in

supplying real-time interactive technology to the eCommerce marketplace.

The companys On-Demand solutions encompass three solutions:

1) Vehicle Sales Accelerator Solution (VSAS)

2) Value Pricing Solution (VPS)

3) Value Pricing Solution (VPS)

Definition:To understand how Fididel works, lets go through a few terminologies we frequently use.

Fididel (verb) to engage in a real-time interactive session and negotiate for yourproduct/service

Fididel Agent Services a trained Fididel sales person interacting with the buyers on behalf ofClient, aka FAS

Client the provider seller of product/service for sales Fidideler the Clients sales person interacting with buyers Buyer the end user/customer whos going to purchase the product/service


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Support Team:

There are 2 teams standing by to support the On-Demand solutions:

1. Customer Service who will help answer any questions you have about the solution. Forexamples:

Frequently Asked Questions (as defined in your training manual) Questions related to usability Inquiries about your accounts, e.g. profiles, users and products management

Contact CS:

E-mail: [email protected] (M-F, 9am-5pm, PST)

Tel: (408) 572-8330 option #1

2. Support engineers who will help you solve any technical issues. For examples: Feature requests/enhancements Bugs Critical downtime

Contact Support:

E-mail: [email protected] (24/7)Tel: (408) 572-8330 option #2

What is the difference between Marketplace and On-Demand?

Marketplace is a portal with 85,000+ products for buyers to engage in a real-time interaction with

sellers. In this session, buyers and sellers can exchange comments, questions and offer prices until both

parties reach an agreement.

On-Demand solution is the extension of our real-time interactive application to the Sellers/Clients own

website. For examples, instead of going to the marketplace to fididel for a TV, buyers can now go to an

eCommerce site and fididel directly. Fididel provides the On-Demand solution (also known as

Software-as-a-service) to 3 vertical markets:

1) Value Pricing Service for E-tailers2) Value Pricing Service for Hotels3) Vehicle Sales Accelerator Solution (VSAS) for Auto Dealers

Depend on which vertical market youre in, your manual will be tailored to that solution.

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Fididel Dashboard

Getting to know your Fididel Dashboard

1. Users Tab Manage users privilege.2. Dashboard Click on Dashboard to return to main Dashboard.

3. Logout Logout from your account.

4. Offline/Online Indicate available status: Offline means youre unavailable and Online means youre

available to accept Fididel requests.

5. PageLocation Indicate what page youre currently viewing.

6. UserManagement Add, edit, delete, active or deactivate.

7. Changepersonalprofile Update your personal profile.

8. ReportsTab View and generate reports.

9. Negotiation History View transaction total amount base on each VPS session.10. Message, Reminder & Alerts Send a message to all users or individual user.

11. View Negotiation Quick over view of all VPS sessions status.

12. Navigation link Directory of what page youre on. You can click on the link to take you to that page.

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Get Started - Login

Logging in

1. Go To www.rtn.fididel.com.

2. Type in Email address that was used to registered and password, then click on Sign In

More Details:

Validate information

The application will validate the email account and password for

Non-empty values. Email account and password of an existing user in Fididel database.

If user infos is not found, an error message will be displayed. Please verify your account and try again.

Note:If you cannot log into your account, please contact Fididel Administrator for further assistant:

[email protected] .

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Recovering forgotten password

Recover your password

If you happen to forget your password, you can recover it by following these steps.

1.

Click on Forgot your password?

2. Type in your email address and click Continue

3. Type in the secret answer to your question and click Continue

4. Check your E-mail.

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More Details:

Validate Users email

If you forget your password and need to recover it, the password recovery application will provide a

form for you to enter your email account, and then the application validates this information against our

database. If the validation is not successful, an error message will be displayed telling you that the

information is invalid.

A valid email account is a non-empty email account (the one you initially registered with) thatexists in Fididel database.

This is Step 1 of 3 of the recovery password feature.

Validate answer to secret question

This is Step 2 of 3 of the recovery process; the application will display the secret question to the user

and also an input box for the user to enter the secret answer. If incorrect, an error message will display

to try again.

Send email to user

Once the correct email account and answer to the secret question are provided, an email notification

will be generated containing the following information:

User First Name + Last Name Instructions on how to reset your password A link to confirm and reset the password.

Check your email to reset your password.

Check the email sent to you from Fididel.com and follows the instruction.

Enter new password

After you clicked on the link provided in the email to recover the password, the application will display a

page where the user can enter:

New password Retype password (will be used for confirmation)

The new password will need to be entered twice to guarantee its validity. Once completed, the user will

be redirected to the user profile page.

Note: If youre un-able to recover your password, please send an email to Fididel Customer Services for

further assistance: [email protected] .

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Logging off

1. Upper right hand corner-> Click Logout Client

To logout completely, click Logout Seller.

Note: Your account will automatically log you out if there are no activities for 2 hours.

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Users ManagementThe Users Management module allows you to add, delete, view and manage your profile and all of your

Fididelers profiles.

Edit Client Administrative Profile

Please note: Your account is only for one store or one site license; therefore, you can only have one

administrative user.

1. From Dashboard, click Change personal profile/information under Users Tab

2. It will display the Profile Page. Here, you can update your Personal Information, changepassword or change your secret question.

Note: You can only edit one column at a time.

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3. Click on the button in each column to update that information. If there is no erroror any required blank fields, you will be notified that your changes are updated.

4. To go back to the main dashboard, click on Home

Registering a Fidideler

To register any of your employees to be a Fidideler, you must enter the employees data into the

registration form.

1. From Dashboard click Users Management under Users Tab

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2. Click Add a Fidideler

3. Next, you will need to enter the required information. Required fields are marked with anasterisk *.

Warning: All required fields must be completely filled out; otherwise, you will not be allowed to

continue with the registration.

4. Click the button to validate and register your Fidideler.

5. Once the Fidideler is successfully registered, a message will display letting you know that it wasadded successfully. A welcome email will be sent to the Fidideler containing his/her new login

information.

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6. Before your Fidideler can log-in or start negotiating on your behalf, you must activate his/heraccount. You can do this by going to your Dashboard and click on Users Management.

7. Find the Fidideler that you would like to activate, under Options, click the link Activate toactivate that account. You can also deactivate any Fidideler accounts by clicking on the

Deactivate link.

More Details:

Displaying register forms for Fidideler (Clients sales person).

The data to be entered for the Fidideler being registered is:

Field Description Field Type Notes

First Name Letters and numbers (60) Required

Last Name Letters and numbers (60) Required

User Name Letters and numbers (20) Required

Email Letters and numbers (65) Required

Email Confirmation Letters and numbers (65) Required, not persisted

Alternative Email Letters and numbers (65)

Password Letters and numbers (12) Required

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Password Confirmation Letters and numbers (12) Required, not persisted

Address 1 Letters and numbers (100) Required

Address 2 Letters and numbers (100)

City Letters and numbers (50) Required

State Letters and numbers (50) Required

Country Numbers Required, Selectable field

Zip Code Letters and numbers (8) Required

Phone Letters and numbers (20) Required

Alternative Phone Letters and numbers (20)

Question Letters and numbers (65) Required

Answer Letters and numbers (65) Required

Answer Confirmation Letters and numbers (65) Required, not persisted

Terms and conditions agreement Boolean Required, not persisted

Validate data

All required fields must be filled out. Email fields must be in a valid format ([email protected]). Terms and conditions must be checked.

New registered User default status is Inactive

When a new user is registered, the user status is inactive and he/she will not be able to log in until the

account is activated by his/her Admin (Clients Admin).

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Display list of users

1. To view a list of your Fididelers, click on Users Management in the Users Tab

2. It will display a list of Fididelers. A total of 25 can be displayed at once. To view more results,click Next on the bottom right hand corner.

More Details:

Order list of users

The list is sorted by Full Name; however, you will have the option to change the sort order by clicking on

any of the field headers.

The application will display a list of users where the following fields are displayed:

User ID Full Name, which is a sum of Last Name + First Name Username

Email Register Date Status (Active/Inactive) Options (Edit, Activate/Deactivate)

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Searching for a User

You can search for a user based on his/her Username or email address via the search box above the list.

More Details:

Search Example:

You can enter partial search criteria. For example if you search for the word Car all users with the

series of letters Car will be listed.

Username Email Address Last Name First Name

Carlos [email protected] Carlos Lopez

Acart [email protected] Adam Carnell

Cartier [email protected] Judy Cartier

Display search results

The application will display a list of users that match the search criteria. A total of 25 results can be

displayed at once.

Clear filter criteria

Selecting the Search option with no criteria will display all users and clear any applied filters to the list.

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Editing an existing user

Under the edit option, you will be able to edit or update any users information after theyve registered.

1. You can edit Users information through Users Management, find the users that you would liketo modify and click Edit under Options

2. It will display the Edit User form for you to make the necessary changes.

Note: Client will not be able to edit the Fididelers secret question or answer.

3. Click the button when done.

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More Details:

Edit user profile

Registered users will be able to edit their profiles information once their accounts are activated. The

following are the highlights for this feature:

Users will have an option to access their profiles When a user accesses his/her profile, the application will display the information described in

registering a user

Users are able to leave password and confirm password boxes blank; this means that they arenot willing to change the information; the same applies to secret answer fields.

Validations must be applied before the application proceeds to update the information, they arethe same as Registering a user Validate data

Fields that can be and cannot be edited

All users are not allowed to edit or change their email and username fields. Client will not be able to change the password, secret question or the answer for Fidideler. Only

the Fidideler, himself or herself, can change it.

Client can only edit users that belong to his/her own account.Display user information

Once you select the Edit option, the application will display the edit user form. This form will display the

fields and values for:

Field Description Field Type Notes

First Name Letters and numbers (60) Required

Last Name Letters and numbers (60) Required

User Name Letters and numbers (20) Required

Email Letters and numbers (65) Required

Email Confirmation Letters and numbers (65) Required, not persisted

Alternative Email Letters and numbers (65)

Password Letters and numbers (12) Required

Password Confirmation Letters and numbers (12) Required, not persisted

Address 1 Letters and numbers (100) Required

Address 2 Letters and numbers (100)

City Letters and numbers (50) Required

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State Letters and numbers (50) Required

Country Numbers Required, Selectable field

Zip Code Letters and numbers (8) Required

Phone Letters and numbers (20) Required

Alternative Phone Letters and numbers (20)

Question Letters and numbers (65) Required

Answer Letters and numbers (65) Required

Answer Confirmation Letters and numbers (65) Required, not persisted

Email notification to User about changes

Once the User profile is edited either by the user or the Client, an email containing the modifications to

the profile will be sent to the user.

Activating or Deactivating a User

Activate or Deactivate a User

1. Once you find the User that you would like to Activate or Deactivate, you will need to select theActivate/Deactivate link under Options.

2. The application will launch a confirmation message. Please click OK to confirm it.

Note: You must confirm the message to change the Users status from active to inactive or vice versa. If

the confirmation message is not confirmed, no changes will take effect.

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Value Pricing Service (VPS) Management

Getting to know your VPS module

Current Offer Box Display

1. Current Offer - This box will let you know what the current offer is.

2. Price- This box will display the current offered price.

3. Quantity This box will display the number of items being negotiated.

4. Accept Button To accept the displayed deal, click Accept.

5. Retract Button - To retract an offer made by mistake, click Retract to revise it.

6. Offerstatusbar - This show you whose offer was entered, and it will blink for a couple of

seconds to alert you that a new offer was entered.

Exit Button

7. X - If you wish to leave or end the negotiation, click the red X on the VPS module or the

browser X to end the session.

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Make Your Offer Display

8. Quantity - This field is available to both parties; default quantity will always be one. Keep in

mind that the Price is per item, not a subtotal of the displayed quantity.

9. SubmitButton To send your comments, price and quantity, click Submit.

10. Comment This field allows you to enter question or answer.

11. Price This field allows you to enter the dollar amount you would like to offer. You may

enter dollar sign, $, and decimal, but no letter or comma is allowed.

12. DialoguedBox This area displays the communication between you and the buyers.

Product Description

13. AskingPrice The application will display the current asking price of that vehicle.

14. VIN Vehicle Identification Number, which correspond to the vehicle in the VPS session.

15. ItemName The application will display the vehicles description.

16. ItemImage The application will display an image of the vehicle.

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Accepting a VPS Request

How to accept an VPS request

Important: First, you must either turn off pop-up blocker or allow pop-up in your browser in order to

receive any VPS requests.

1. Log in to your account at www.rtn.fididel.com. Your Online/Offline status is default to Offlinewhen you log in. Please click on Offline to switch to Online.5.

2. Now you are ready to accept all incoming VPS requests. When there is a request, you will get apop-up message asking if you would like to join a VPS session. Click Accept to join or Reject

to deny the request.

Note: You must manually accept a request.

Once you accepted the request, the application will load

and place you in the Value Pricing Services (VPS) module.

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Need to know more about the RTN (Real Time Negotiation) module? Get more information at Getting

to know your RTN VPS module (Page21-22)

3. Once you joined the session, there are two ways to tell whether or not the buyer has joined.Look at the two images below, the arrows will point and state the differences.

4. To input a price, quantity or comment, you may do so through the Make Your Offer box. ClickSubmit or hit Enter to send your input.

Every time a Price or Quantity is entered, by either party, it

will update and appear in your Current Offer box.

Note - The Current Offer box is used to display the latest offer only. The Price and Quantity will not be shown in the dialogue

box.

Buyer has not joined (Figure 1)

Things to look for:

1. Price is same as asking price2. No message in the blue status bar3. Dialogue box does not state this message

Customer: This is my first offer.

Buyer has joined (Figure 2)

Things to look for:

1. Price is different from asking price2. Theres a message in the blue status bar3. Dialogue box stated: Customer: This is my first offer

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Retracting an Offer

How to Retract an Offer

In any cases, when you need to take back your last offer due to whatever reasons, you will have an

option to retract that offer in your Current Offer box.

1. In your VPS module, in the Current Offer box, click on Retract

2. A confirmation window will display for you to confirm. Click OK to retract the offer or Cancelto cancel.

3. When you click OK on the confirmation screen, it will automatically alert the Buyer that youhave retracted the last offer. It will display the previous offer (the one prior to your retracted

offer) again.

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Accepting an Offer

Accept an Offer

When both parties come to an agreement on the deal, the Buyer can accept your final offer and you

accept the Buyers final offer as well.

1. To accept an offer, click on Accept in the Current Offer box.

2. A confirmation screen will display for you to confirm. Click OK to confirm the deal or Cancelto cancel the confirmation and resume the VPS session.

3. Once you click OK, the system will ask the buyer to confirm the deal on his/her ends. Thesystem will display the Price, Quantity and Sub-Total; the sub-total does not include shipping

fees, taxes and etc.

4. Once the Buyer click Yes, the system will alert you that Your offer was accepted. The ValuePricing Service (VPS) module will go away once you click OK.

Please note even if the Buyer accepted your offer that does not mean the transaction is completed.

The buyer still has an option to abandon or continue with check out.

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End the Negotiation

Ending a negotiation

Due to whatever reasons that causes you to end or give up the negotiation, you can do any of the

following to end the session.

1. You can simply click on the red X inside the window or the X on the browser.

2. Next, the application will pop-up a confirmation screen. Click OK to end the session and clickCancel to keep the session.

3. Once you clicked OK, the system will alert you that you have voluntarily left the negotiation.Please click OK to fully exit the session. At the same time, it will also notify the Buyer that you

have chosen to leave the negotiation.

Client or Fidideler Screen Buyer Screen

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Report Management

Negotiation History ReportYou will be able to view and generate this report. The purpose of this report is to identify the status of

each sale and its details.

1. To view the negotiation history, click Negotiation History from the Dashboard.

2. The application will display a list of negotiation starting with the latest.

3. To view detail of a negotiation session, click Details under Options

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4. The application will display full details of the negotiation session. The details is divided in to foursections:

Session Information this section displays information such as when the negotiation was

initiated and for how long, when did it end, quantity negotiated for, the ending negotiated price

and the result of the negotiation.

Product Information this section displays information regarding the product, the product

name, seller VIN or Stock#, the description and the asking price.

User Information this section displays information about the user that was involved in the

negotiation.

Session Log this section displays the communication between the buyer and the fidideler.

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Software Services Agreement

Fididels Vehicle Sales Accelerator Solution (VSASTM)

The use of Fididels Vehicle Sales Accelerator Solution (VSASTM), Software, is subject to all of the terms and

conditions of this Software Services Agreement, Agreement, between Fididel, Inc., Fididel, Russ Auto Group,Client, and the Clients end users, Users.

By downloading, copying, installing and/or using the Software at any time, the Client and its Users agree to be

bound by all of the terms and conditions of this Agreement.

1. License.

1.1 Subject to the terms and conditions of this Agreement, Fididel hereby grants the Client and its Users,

commencing on the date, Effective Date, of the first download, copy, installment or use of the Software and on-

going for the rest of the terms of this Agreement, a non-exclusive, non-transferable, location-specific, limited

license to use the Software and any documentation, Documentation, provided in connection with the Software

for the Clients commercial endeavor, Commercial Use, as defined in this Agreement.

1.2 For the purposes of this Agreement, the Users are defined as end users who use the Software on behalf of the

Client, which is subject to a license fee and the terms and conditions of this Agreement. Users exclude:

1.2.1 Any commercial endeavor, either directly or indirectly, whether or not the Users actually generate

profits from such endeavor not related to the Clients business;

1.2.2 Any use of the Software by a company, corporation, partnership, non-profit organization,

educational institution, government body or any form of organization not authorized by Fididel;

1.2.3 Any sublicensing, leasing or reselling of the Software, hosting of the Software for third parties or

affiliates use and/or making its functionality available to third parties and/or affiliates as an application

service provider or service bureaus.

1.3 For the purposes of this Agreement, Users shall be given a login and password, defined as User Seat, unique

to a single individual generated or recognized by the Software. Use of such login and password by more than one

individual or another individual other than the individual registered to is strictly prohibited.

1.4 Fididel reserves the right to determine, in its sole discretion, whether the Clients and Users use of the

Software at any time complies with the authorized Commercial Use and/or the maximum number of User Seatsallowed, and if such determination is concluded as unauthorized, Fididel shall, notify the Client and request the

issue to be rectified. Fididel reserves the right to cancel the agreement if the Client continues to use unauthorized

software.

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2. Rights

2.1 Fididel, Inc. owns all rights, titles and interests in and to the Software and any Documentation connected to it.

Fididel reserves the rights to all Software and/or Documentation not expressly granted in this Agreement. Nothing

in this Agreement shall be construed as granting the Client and its Users any property rights, by license or

otherwise, to the Software or any Documentation, or to any invention or any patent, copyright, trademark, or

other intellectual property right that has been issued or may be issued, based on the Software and/or

Documentation. The Software and Documentation licensed hereby are not sold.

3. Restrictions

3.1 The Client and Users will use the Software in compliance with any and all applicable laws, rules and regulations

of the jurisdictions in which the Client and Users use the Software. In addition, the Client and Users may not under

any circumstances:

3.1.1 Create and/or distribute derivative works based on the Software and/or Documentation;

3.1.2 Reproduce the Software and/or the Documentation;

3.1.3 Sell, lease, assign, license, sublicense, disclose, distribute, or otherwise transfer or make available

the Software and/or Documentation, in whole or in part or any copies thereof, in any form to any third

parties and affiliates;

3.1.4 Remove or alter any proprietary notices on the Software;

3.1.5 Allow use of the Software to third parties not included in the definition or count of User Seat;

3.1.6 Download, copy, install or use the Software on any computer system other than that provided to the

Users by the Client for any purposes.

4. Set-up Installation, Training and Support

4.1 Client agrees and acknowledges all terms and conditions set forth in Schedule A (Schedule A: Set-up

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5. Term and Termination

5.1 The term of this Agreement begins on the Effective Date and, unless terminated in accordance with the terms

and conditions of this Agreement, shall carry on until canceled by Fididel or the Client with a 30-day written notice.

5.2 This Agreement and all licenses granted shall be terminated within fifteen (15) days upon receiving a signed

written notice from the Client or its authorized personnel to Fididel. Upon termination, all remaining balance is still

due to Fididel according to its payment terms and conditions.

5.3 Fididel, at its sole discretion, may also terminate this Agreement for breach of any agreement between the two

companies within fifteen (15) days notice to the Client.

5.4 Upon termination, Client and Users will immediately uninstall and cease all use of the Software and destroy all

Documentation related to the Software.

6. Miscellaneous

6.1 Warranty: Fididel warrants that the Software does not contain any instructions intentionally designed to

modify, damage, destroy, record or transmit information within a computer, computer system, or computer

network without the intent or permission of the owner of the information. This warranty does not apply to any

open source codes included in or incorporated into the Software.

6.2 Security: Fididel employs reasonable technology for information protection; however, make no warranty that

data is totally secure and can never be revealed or lost.

6.3 Limited Liabilities: Fididel makes no warranty of any kind, expressed or implied, with regard to the Software,

Fididelers service or Documentation. EXCEPT AS EXPRESSLY SET FORTH HEREIN, FIDIDEL DISCLAIMS ANY AND ALL

PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE, FIDIDELERS

SERVICE, INCLUDING THE CONDITION, THE CONFORMITY TO ANY DESCRIPTION, THE EXISTENCE OF ANY ERRORS

OR OTHER LATENT OR PATENT DEFECT, THE AVAILABILITY OF FIDIDELERS SERVICE, ANY INFRINGEMENT OF

ANYONE ELSES INTELLECTUAL PROPERTY RIGHTS, ANY NEGLIGENCE, MERCHANTABILITY OF THE LICENSED

SOFTWARE, AND FITNESS FOR ANY PARTICULAR USE. FIDIDEL SHALL NOT BE LIABLE IN ANY EVENT FOR

INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,

LOSS OF BUSINESS INFORMATION, OR ANY OTHER LOSS) IN CONNECTION WITH OR ARISING OUT THE USE OF THE

SOFTWARE AND FIDIDELERS SERVICE. UNDER NO CIRCUMSTANCES SHALL FIDIDELS LIABILITY EXCEED THE COST

PAID FOR THE SOFTWARE, EVEN IF FIDIDEL HAS BEEN ADVISED OF SUCH POSSIBILITY.

Additionally, Fididel makes no express claims regarding system, Software, or Fididelers service availability and is

not liable for any loss that Client and its Users suffer because the system, Software or Fididelers service was not

available.

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6.4 Force Majeure: Both Fididel and its employees shall be excused from any delay or failure in performance

hereunder caused by any occurrence or contingency beyond its reasonable control, including, without limitation,

the acts of God, war, riot, earthquake, labor disputes, and government requirements.

6.5 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of

California without regard to conflict of laws principles. This Agreement will not be governed or interpreted in

anyway by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is

adopted in California.

6.6 Indemnification: Client shall indemnify and hold harmless Fididel and its officers, directors, managers,

employees, agents and subsidiaries from any and all claims or suits brought against Fididel relating to or resulting

from the Users use of the Software.

6.7 General: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,

such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to

the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force andeffect. The Fididels agents, Fididelers, are independent contractors not employees, agents, partners or legal

representatives of Fididel. Fididel will not be deemed accountable for any Fididelers obligation, promise, act,

responsibility or failure thereof. This Agreement may not be altered, partially waived or executed in counterparts

unless with a written document executed by both Fididels and Clients authorized personnel.

7. Payment

7.1 Client agrees to the fees for the Software and services set forth in the Software Order Form and all of the

above. All payments to Fididel shall be made in US dollars. All fees shall be paid in advance upon execution of thisAgreement.

7.2 Client agrees and acknowledges all terms and conditions set forth in the payment terms indicated on the

Software Order Form.

8. Software Operations

8.1 Fididel will use reasonable efforts to make the Software available in accordance with this Agreement, taking

into account the Clients and its Users internet network, computer, computer system, computer network

performance, hereinafter Clients Hardware Performance. Fididel will use commercially reasonable efforts under

the circumstances to remedy any interruptions, omissions, mistakes, errors, or bugs, Defects, in the Software

and restore the Software in accordance with the Software standard given that such Defects are not caused or

contributed to, directly or indirectly, by any act or omission of the Client and its Users, affiliates, agents, or

representatives other than normal use of the Software.


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9. Confidentiality

9.1 Commencing on the Effective Date of this Agreement and continuing for a period of three (3) years from the

termination of this Agreement, each party (Fididel, the Client and its Users) shall protect as confidential, and shall

not disclose to any third party without the disclosing partys written consent, any Confidential Information

received from the disclosing party or otherwise discovered by the receiving party during the terms of this

Agreement, including but not limited to, the pricing and terms of this Agreement, and any information relating to

the disclosing partys technology, business affairs, marketing or sales plans, and any non-public information

regarding the performance of the Software (collectively known as Confidential Information). The parties shall use

Confidential Information only for the purpose of this Agreement and shall only disclose Confidential Information to

affiliates, employees, subcontractors or advisors under a similar obligation or confidentiality. The foregoing

restrictions on use and disclosure of Confidential Information do not apply to information that:

9.1.1 Is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to

obligations of confidentiality;

9.1.2 Is or becoming publicly known, through no wrongful act or omission of the receiving party;

9.1.3 Is received without restriction from a third party free to disclose it without the obligation to the

disclosing party;

9.1.4 Is developed independently by the receiving party without reference to the Confidential

Information;

9.1.5 Is required to be disclosed by law, regulation, court or governmental order, however, the party

subject to such law, regulation, court or governmental order shall use reasonable efforts to minimize such

disclosure and shall notify the other party contemporaneously of such disclosure.


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