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Users Manual

On-Demand: VSAS v2.0


Contents

Contents
INTRODUCTION ..................................................................................................................................................... 3

LETTER FROM THE CEO ...................................................................................................................................................3


ABOUT US: ...................................................................................................................................................................3
Definition: .............................................................................................................................................................3
Support Team:.......................................................................................................................................................4
WHAT IS THE DIFFERENCE BETWEEN MARKETPLACE AND ON-DEMAND? ...................................................................................4

FIDIDEL DASHBOARD ............................................................................................................................................. 5

GETTING TO KNOW YOUR FIDIDEL DASHBOARD ....................................................................................................................5

GET STARTED - LOGIN ............................................................................................................................................ 6

LOGGING IN ..................................................................................................................................................................6
Validate information .............................................................................................................................................6

RECOVERING FORGOTTEN PASSWORD .................................................................................................................. 7

RECOVER YOUR PASSWORD ..............................................................................................................................................7


Validate User’s email ............................................................................................................................................8
Validate answer to secret question....................................................................................................................... 8
Send email to user .................................................................................................................................................8
Check your email to reset your password. ............................................................................................................8
Enter new password ..............................................................................................................................................8

LOGGING OFF ........................................................................................................................................................ 9

EDIT PROFILE ....................................................................................................................................................... 10

UPDATING YOUR PROFILE ..............................................................................................................................................10


Displaying forms for Fidideler profile (Client’s sales person). .............................................................................11
Validate data ......................................................................................................................................................12
Email notification to User about changes ...........................................................................................................12

VALUE PRICING SERVICE (VPS) MANAGEMENT .................................................................................................... 13

GETTING TO KNOW YOUR VPS MODULE ...........................................................................................................................13


ACCEPTING A VPS REQUEST ...........................................................................................................................................15
How to accept an incoming VPS request ............................................................................................................15
RETRACTING AN OFFER..................................................................................................................................................17
How to Retract an Offer ......................................................................................................................................17
ACCEPTING AN OFFER ...................................................................................................................................................18
Accept an Offer ...................................................................................................................................................18
END THE NEGOTIATION .................................................................................................................................................19
Ending a negotiation ...........................................................................................................................................19

SOFTWARE SERVICES AGREEMENT ...................................................................................................................... 20


TM
FIDIDEL’S VEHICLE SALES ACCELERATOR SOLUTION (VSAS ) ..............................................................................................20

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 2 of 24


Introduction
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. I’m 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 Fididel’s development and leadership position in
supplying real-time interactive technology to the eCommerce marketplace.

The company’s On-Demand solutions encompass three areas:

1) Vehicle Sales Accelerator Solution (VSAS)


2) Value Pricing Service (VPS)
3) Value Pricing Service (VPS)

Definition:
To understand how Fididel works, let’s go through a few terminologies we frequently use.
• Fididel – (verb) to engage in a real-time interactive session and negotiate for your
product/service
• Fididel Agent Services– a trained Fididel sales person interacting with the buyers on behalf of
Client, aka FAS
• Client – the provider (seller) of product/service for sales
• Fidideler – the Client’s sales person interacting with buyers
• Buyer – the end user/customer who’s going to purchase the product/service

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 3 of 24


Support Team:

Introduction
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. For
examples:
• 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: customerservices@fididel.com (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: support@fididel.com (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 Seller’s/Client’s 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-tailers


2) Value Pricing Service for Hotels
3) Vehicle Sales Accelerator Solution (VSAS) for Auto Dealers

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

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 4 of 24


Fididel Dashboard

Fididel Dashboard
Getting to know your Fididel Dashboard

1 2 3 4

6
7

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 you’re unavailable and Online means you’re
available to accept Fididel requests.
5. Page Location – Indicate what page you’re currently viewing.
6. Change personal profile – Update your personal profile.
7. View Negotiation – Quick over view of all VPS sessions status.
8. Navigation link – Directory of what page you’re on. You can click on the link to take you to that page.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 5 of 24


Get Started - Login
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 info’s 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 your Administrator (Client’s Administrator) for
further assistant.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 6 of 24


Recovering forgotten password
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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 7 of 24


More Details:

Recovering forgotten password


Validate User’s 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) that
exists 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 you’re un-able to recover your password, please send an email to Fididel Customer Services for
further assistance: customerservices@fididel.com.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 8 of 24


Logging off

Logging off
1. Upper right hand corner-> Click Logout Fidideler.

To logout completely, click “Logout Fidideler”.

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

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 9 of 24


Edit Profile
Edit Profile

Updating your Profile


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, change
password or change your secret question.

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

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 10 of 24


3. Click on the button in each column to update that information. If there is no error

Edit Profile
or any required blank fields, you will be notified that your changes are updated.

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

More Details:
Displaying forms for Fidideler profile (Client’s sales person).
The data to be entered by 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

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

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 11 of 24


Edit Profile
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 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 12 of 24


VPS Management
Value Pricing Service (VPS) Management

Getting to know your VPS module

1 2 3 7

16 4
5
15
14
13 6

12

11 8
10 9

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. Offer status bar - 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 13 of 24


VPS Management
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. Submit Button – 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. Dialogued Box – This area displays the communication between you and the buyers.

Product Description
13. Asking Price – 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. Item Name – The application will display the vehicle’s description.
16. Item Image – The application will display an image of the vehicle.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 14 of 24


VPS Management
Accepting a VPS Request
How to accept an incoming 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 Offline
when you log in. Please click on Offline to switch to Online.

2. Now you are ready to accept all incoming VPS requests. When there is a request, you will get a
pop-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 Service (VPS) module.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 15 of 24


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

VPS Management
to know your RTN – VPS module” (Page 14-15)

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.
Figure 1

Buyer has joined (Figure 2)


Things to look for:
1. Price is different from asking price
2. There’s a message in the blue status bar
3. Dialogue box stated: “Customer: This is my first offer”

1
2

Buyer has not joined (Figure 1)


Things to look for:
1. Price is same as asking price
2. No message in the blue status bar
3. Dialogue box does not state this message
“Customer: This is my first offer.”
Figure 2
4. To input a price, quantity or comment, you may do so through the “Make Your Offer” box. Click
“Submit” 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 16 of 24


Retracting an Offer

VPS Management
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 “Cancel”
to cancel.

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

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 17 of 24


Accepting an Offer

VPS Management
Accept an Offer
When both parties come to an agreement on the deal, the Buyer can accept your final offer and you
accept the Buyer’s 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 “Cancel”
to 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. The
system 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 Value
Pricing 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 18 of 24


End the Negotiation

VPS Management
Ending a negotiation
Due to whatever reasons that may cause you to end or give up the negotiation, you can do any of the
followings 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 click
“Cancel” 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

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 19 of 24


Software Services Agreement

Software Services Agreement


Fididel’s Vehicle Sales Accelerator Solution (VSASTM)
The use of Fididel’s 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 Client’s 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 Client’s 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 Client’s 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 Client’s and Users’ use of the
Software at any time complies with the authorized Commercial Use and/or the maximum number of User Seats
allowed, 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 20 of 24


2. Rights

Software Services Agreement


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
Installation, Training and Support) for the set-up installation, training and support of the Software.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 21 of 24


5. Term and Termination

Software Services Agreement


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 ELSE’S 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 FIDIDEL’S 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 22 of 24


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

Software Services Agreement


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 and
effect. The Fididel’s 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 Fididel’s and Client’s 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 this
Agreement.

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 Client’s and its Users’ internet network, computer, computer system, computer network
performance, hereinafter “Client’s 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 23 of 24


9. Confidentiality

Software Services Agreement


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 party’s 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 party’s 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.

© 2008 Fididel, Inc. | User Manual VSAS Fidideler v2.1 Page 24 of 24

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