Read this “User Agreement” before accessing the Website.

Effective Date: This User Agreement was last updated on January 20, 2009.

This End User License Agreement ("User Agreement") is by and between Elite Partner Solutions, LLC, an Arizona limited liability company dba QwikBids ("QwikBids"), and you (the "Member").

This User Agreement sets forth the terms and provisions you agree to abide by while accessing the Website. If you do not agree to the User Agreement, you should immediately cease all usage of the Website. We reserve the right, at any time, to modify, alter, or update the User Agreement without prior notice. Modifications shall become effective immediately upon being posted on the Website. Your continued use of the Services after amendments are posted constitutes an acknowledgement and acceptance of the User Agreement and its modifications. Except as provided in this paragraph, this User Agreement may not be amended.

1) Term; Termination.

a) This User Agreement is effective as of the date that you electronically consent to it or the date on which you access www.qwikbids.com (the " Website") or utilize any of the services provided to you or made available to use via the Website (the "Services").

b) QWIKBIDS, IN ITS SOLE DISCRETION, MAY TERMINATE OR MODIFY THIS USER AGREEMENT, ACCESS TO THE WEBSITE OR THE SERVICES, OR ANY CURRENT TRANSACTION IMMEDIATELY WITHOUT NOTICE FOR ANY REASON.

2) Description of Service. QwikBids is an online website where orders for products and services can be entered and providers bid to win the business. QwikBids also has a "Partner Program" where profit and non-profit organizations or individuals can participate.

3) Disclaimer of Warranties. This Website is provided by QwikBids on an "as is" and on an "as available" basis. QwikBids makes no representations or warranties of any kind, express or implied, regarding your use of the Website, and to the fullest extent permitted by applicable law, expressly disclaims any and all warranties, including without limitation the implied warranties of fitness for a particular purpose, merchantability and non-infringement. Without limiting the foregoing disclaimer, QwikBids expressly disclaims all representations and warranties that the content on the Website is correct, complete, accurate, or can be relied upon, whether provided by QwikBids or a third party. By using the Website, you acknowledge and accept that QwikBids does not guarantee continuous, uninterrupted or secure access to the Website and operation of the Website may be interfered with or adversely affected by numerous factors or circumstances outside of our control. QwikBids reserves the right to modify or discontinue the Service with or without notice to the Member.

4) Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, QWIKBIDS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE WEBSITE OR THE SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF QWIKBIDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AMOUNT QWIKBIDS WILL BE LIABLE FOR TO YOU AS A MEMBER FOR ANY DIRECT DAMAGES, ARISING UNDER ANY THEORY OF LAW, IS $10.

5) Indemnification. Member agrees to indemnify and hold QwikBids, its parents, subsidiaries, affiliates, and its and their officers, directors, members, managers, shareholders, employees, agents and representatives harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (i) Member's use of the Website or the Service, (ii) violation of this User Agreement, (iii) violation of any state, federal or foreign law, rule or regulation, (iv) infringement of or misappropriation of a third party's property right, (v) any of the foregoing caused by or permitted to occur by a person accessing the Website or the Services for or on behalf of the Member. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS USER AGREEMENT.

6) Third-Party Websites. Our Website may include links to other websites on the Internet that are owned and operated by third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party website. You should contact the website administrator or webmaster for those third-party websites if you have any concerns regarding such links or the content located on such websites. Your use of those third-party websites is subject to the User Agreement and privacy policies of each website.

7) Compliance with Laws. Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Website or the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

8) Copyright and Trademark Information. All content included or available on this website, including website design, text, graphics, interfaces, documentation and the selection and arrangements thereof is ©2008 Elite Partner Solutions, LLC/QwikBids.com, with all rights reserved, or is the property of QwikBids and/or third parties protected by intellectual property rights, and may not be copied or used in any way without the express prior written consent of QwikBids. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without the prior written consent of QwikBids.

a) Elite Partner Solutions, LLC/QwikBids ™ and Elite Partner Solutions, LLC/QwikBids.com™ are proprietary marks of QwikBids. You may not use any QwikBids' trademarks, trade names, trade dress, logos or other indicias of origin of QwikBids without the express prior written consent of QwikBids.

b) All other trademarks displayed on Elite Partner Solutions, LLC/QwikBids' website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Providers. In addition, such use of trademarks or links to the web websites of Providers is not intended to imply, directly or indirectly, that those Providers endorse or have any affiliation with Elite Partner Solutions, LLC/QwikBids.

c) No license to use or reproduce any of the content contained on the Website is given to you and all intellectual property rights therein are expressly reserved. Systematic retrieval of data or other content from this website to create or compile, directly or indirectly, a collection, compilation, database or directory without our express prior written consent is prohibited.

9) Notification of Claimed Copyright Infringement. Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, QwikBids.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

By Mail:
Elite Partner Solutions, LLC
10115 E Bell Rd, Ste 107 #143
Scottsdale, AZ 85260

By Email: info@QwikBids.com

10) Botnets. QwikBids retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, QwikBids reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

11) Eligibility. Use of the QwikBids website and the services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. By using the Services, you represent to QwikBids that: (i) you are not a minor as that term is legally defined in the jurisdiction in which you reside; and (ii) you are eighteen (18) years of age or older. To register, you must provide your real name, address, phone number and email address, along with other information that may be required during registration or from time to time.

12) Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines for conducting and participating in transactions on the QwikBids website, which are contained in the Help Pages and are incorporated by reference into, and made part of, this User Agreement. The policies, procedures and guidelines contained in the Help Pages explain the processes and set out acceptable conduct and prohibited practices. These policies, procedures and guidelines may be changed by QwikBids in the future, and will be effective immediately upon posting, without notice to you. You should regularly refer to the User Agreement, Privacy & Security Policy, Partner Agreement and Help Pages to understand the current procedures and guidelines related to the Website.

13) QwikBids is not an Auctioneer. Although QwikBids is commonly referred to as an online reverse auction website, it is important to realize that we are not a traditional "auctioneer." Instead, the Website acts as a venue to allow certain persons to post information about goods or services they want to purchase and providers can bid for the purpose of fulfilling the consumer's needs at anytime, from anywhere, in a "Best Offer" format commonly referred to as a "Request for Proposal".

14) Roles and Responsibilities. QwikBids is designed to support three parties; the consumer wishing to receive goods or services (the " consumer"), the provider of the goods or services (the " provider"), and, where applicable, a third party non-profit entity that might receive a portion of the fees or costs paid by the provider upon successful acceptance by a consumer of goods and services offered by the provider (the " partner").

a) QwikBids Consumers. As the consumer, you take responsibility for all aspects of the transaction and the product/service listing, including descriptions, identification of quantities, listing start and end dates, establishment of starting and minimum bid prices, establishment of reserve requirements (if any) and selection of a winning bidder. QwikBids' role is to display a Consumer's request on the Website so that Providers might view and respond to the request.

b) QwikBids Providers. QwikBids provides providers access to view and respond to the consumer submitted requests for goods and services. To ensure QwikBids consumers the ability to shop in a private and secure environment, every QwikBids provider must go through an application process before they are approved to bid for business on the Website. QwikBids providers are established businesses (both small and large) and individuals whose performances are monitored to ensure that providers receive the appropriate QwikBids service levels. These providers assume responsibility for all aspects of their bids. Providers who do not meet QwikBids User Agreement and service standards can and will be removed from the Website. Providers handle all payment processing for winning business from consumers. QwikBids Customer Care department provides assistance for all issues to ensure a positive QwikBids experience. Providers agree to pay QwikBids a fee for becoming a Member.

c) QwikBids Payments (Providers). QwikBids currently charges an annual subscription fee to providers for use of the Website and the Services. The subscription fee will be posted on the Website and is subject to change at QwikBids' discretion. If you fail to timely remit any subscription fees or other amounts owed, QwikBids may suspend your access to the Website and Services or terminate your account with QwikBids.

15) QwikBids Reservation of Rights. QwikBids retains the right, but does not have the obligation, to immediately halt any auction, product sale or service sale, prevent or restrict access to the Website or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, auction inaccuracies, product inaccuracies, unlawful items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Website, or for any other reason in the sole and absolute discretion of QwikBids, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized items or technical problems on the Website.

16) Your Transactions and Obligations. By accessing the Website and using the Services you agree to the following obligations:

a) The consumer has an obligation to work in good faith with a provider who is considered the "winning bidder". The selection of a winning bidder is made by the consumer. The provider is notified and the consumer's contact information is provided to the provider when the consumer selects the provider as the "winning bidder". Your selection of a winning bid is not a legal acceptance to purchase the product or service however you are obligated to work with the winning bidder in good faith. The action of selecting a winning bidder is not retractable. Similarly, a provider has an obligation to sell the product or service to any consumer who elects to purchase the item from them by selecting them as the winning bidder based on their proposed price and quality, timing and characteristics. When a consumer selects a winning bidder, that provider has an obligation to work with the consumer in good faith. If the consumer will not purchase the product or service, the provider can contact QwikBids Customer Service for a review of the transaction and possible removal of the provider from the website. If the provider does not work with the consumer in good faith, the provider can contact QwikBids Customer Service for a review of the transaction and possible removal of the provider from the website.

b) QwikBids does not warrant or guarantee either the consumer's or provider's intents towards the actual business arrangement and execution of the contract. QwikBids does provide a feedback and review mechanism on the website so that both consumers and providers can post their experiences for the community as a whole.

c) By entering into this User Agreement and posting or bidding on a product or service, you agree to complete the transaction as described by this User Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable by the other party.

d) Any feedback posted by a consumer or provider in response to an item is the sole opinion of the party posting the feedback. QwikBids Customer Service will investigate any complaint levied by any party regarding feedback posted about their actions as a consumer or provider. QwikBids reserves the right and has absolute discretion, to remove, screen or edit any feedback.

17) Password Security. Your password may be used only to access the Website, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Website. If your password is compromised you must change your password.

18) Access and Interference. The Website contains robot exclusion headers. Much of the information on the Website is updated on a real time basis and is proprietary of or is licensed to QwikBids. You agree that you will not use any robot, spider, scraper or other automated means to access the website for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; or (c) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.

19) Illegal Activity.

a) Compliance with Laws; Fraud. You may use the Website and Services for lawful purposes only and only in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including posting and bidding on products and services. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password(s). Fraudulent conduct may be reported to law enforcement.

b) Shill Bidding. You are strictly prohibited from placing bids or causing bids to be placed on any product for the purpose of artificially decreasing, increasing or otherwise manipulating the bidding process on QwikBids or the bid price of any product listed on the Website, or influencing user behavior on QwikBids.

20) Privacy, Monitoring and Disclosure.

a) Privacy Policy. QwikBids is committed to protecting your privacy. Click here for our general Privacy & Security Policy, which is incorporated by reference into, and made part of, this User Agreement. QwikBids may change the Privacy & Security Policy in the future. You should check the Privacy & Security Policy frequently for changes. Except as authorized herein and unless otherwise authorized or consented, you agree not to use any information regarding other participants which is accessible from the Website or disclosed to you by QwikBids except to enter into and complete transactions. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, otherwise objectionable conduct or otherwise inconsistent with our Privacy & Security Policy.

b) Investigation. As permitted by applicable law and consistent with our Privacy & Security Policy, QwikBids has the right, but not the obligation, to monitor any activity and content associated with this Website. QwikBids may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Website, including listings and bids. QwikBids reserves the right and has absolute discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable.

c) Disclosure of Information. As permitted by applicable law, QwikBids also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect QwikBids systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of QwikBids business and systems or other purposes deemed reasonable by QwikBids may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.

21) General Release. BECAUSE QWIKBIDS IS NOT THE PROVIDER IN TRANSACTIONS BETWEEN CONSUMERS AND PROVIDERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE QWIKBIDS (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, WHETHER UNDER COMMON LAW OR BY STATUTE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS USER AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS USER AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY QWIKBIDS.

22) Arbitration. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN SCOTTSDALE, ARIZONA, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR QWIKBIDS MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN SCOTTSDALE, ARIZONA, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR QWIKBIDS PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.

23) Consumer/Provider Disputes. Because QwikBids is not the provider in the actual transaction between providers and consumers and is not the agent of either for any purpose, QwikBids does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction.

24) General Provisions.

a) No Agency; Third-Party Beneficiary. The parties to this User Agreement are independent contractors, and have no other legal relationship under or in connection with this User Agreement. QwikBids is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this User Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this User Agreement. This User Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of QwikBids, its partners, consumers and providers.

b) Severability. If any provision of this User Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

c) No Waiver. QwikBids failure to enforce the strict performance of any provision of this User Agreement will not constitute a waiver of QwikBids right to subsequently enforce such provision or any other provisions of this User Agreement.

d) Assignment. QwikBids may assign this User Agreement, and delegate its obligations under this User Agreement, in whole or in part, at any time without notice and without consent. You may not assign your rights under this User Agreement, or delegate any of your obligations under this User Agreement, whole or in part, without the prior written consent of QwikBids, which consent may be withheld for any reason or no reason.

e) Authority. Each party, and the person or persons executing this User Agreement on behalf of the parties, have the power and authority to execute, deliver and perform this User Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this User Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all required company action of each party. This User Agreement, and each of the other agreements, instruments and documents to be executed and delivered by the parties pursuant hereto, have been duly executed and delivered on behalf of, and constitute the legal, valid and binding obligation of, the parties, enforceable against the parties in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally.

f) Binding Effect. This User Agreement is binding on the parties and their respective successors and permitted assigns.

g) Third Parties. No term or provision of this User Agreement is for the benefit of any person who is not a party hereto, and no such party will have any right or cause of action hereunder.

h) Enforcement Costs. If either party institutes an action or proceeding to enforce any rights arising under this User Agreement, the party prevailing in such action or proceeding will be paid all reasonable attorneys' fees and costs to enforce such rights by the other party, such fees and costs to be set by the court, not by a jury, and to be included in the judgment entered in such proceeding.

i) Applicable Law. THE LAWS OF THE STATE OF ARIZONA GOVERN THIS USER AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

25) Entire User Agreement. This User Agreement and the general terms, conditions set forth on the Website, including but not limited to those set forth in the Help Pages, Privacy & Security Policy and User Agreement Pages, constitute the entire User Agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous User Agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.