Justin Cooke

March 26, 2012

A while back I came across an auction on Flippa that really grabbed my attention. The auction was for a travel site that was earning around $12K per month over the past year and their most recent month’s earnings was almost $28K. Ultimately, the site ended up selling for $160,000 and had a TON of interest. While we weren’t planning to purchase the site, I wanted to see what we could learn from this site and auction and see if we could find a way to replicate some of the success. Here’s the link to the auction and here’s the link to the website that sold.

I first mentioned this auction in the Dynamite Circle and there was quite a bit of interest and I thought there might be some value in posting it here as well. I just wanted to mention a few of the key points I found particularly interesting and was hoping some of you might provide even more insight in the comments below.

Agoda logoAgoda Affiliate Program

Wow, they’ve got a pretty sweet offer here. If you’ve spent any time in Asia you’re probably familiar with Agoda.com. Agoda is THE place to go to get the best deals on hotels in places like Singapore, Thailand, China, etc. I use them regularly and have a membership account with them that has earned me several nights of free accommodation over the last couple of years. What I didn’t know is that they have an affiliate program that pays anywhere from 35-60% of Agoda’s profit. While Agoda is definitely a cost leader when it comes to finding hotel discounts, it’s because they ferociously negotiate deals with the hotels and not because they’re cutting the hell out of their margins, so you have a reasonable amount left over to get paid.

Even more interesting – Agoda doesn’t require you to use an affiliate link! Instead of using some funny-looking affiliate link on your site you can link to any page on their site directly. You have to get your site approved first, but once approved, any traffic you send to Agoda can and will convert and it includes a 12 month cookie…so any purchases within 12 months would be included under your account. (Unless they wipe their cookies, of course) We think it’s a great approach to affiliate marketing and we’re surprised more affiliate companies aren’t doing this.

Low Leakage

If you take a look at the site, you’ll see that they provide a ton of content for searchers, but every link on every page I could find was either a payday link to Agoda or a link to additional content sources of theirs. (Facebook, other articles, etc.) While we don’t apply this strategy to AdSenseFlippers.com, we definitely apply this to our niche sites. (Aside from a few contextual outbound links to authority sites for good on-page SEO) The idea is that you don’t want anything clickable that doesn’t either get you paid or get the reader to continue to review content under your control.
hot asian girl

High Quality Image Use

At the end of every article they have a few images and taglines to grab your attention. They use anything from stunning women to amazing travel destinations and beaches. Along with each image is a tagline in text below with an attention-grabbing headline. Click on either the image or the tagline and you’ll be sent over to Agoda and grab yourself a cookie that will get the site owner paid if you purchase. I’m guessing this is already done, but a really smart idea here would be to split-test various images and taglines to see exactly which images bring about the highest amount of clicks when matched with the taglines.

Interesting Way To Target Travel

Since we’re not talking about AdSense here, the goal should be to get as much traffic as possible that’s related to your monetization method. In this case, we see that the site owner has decided to target festivals, holidays, etc. He doesn’t care how many advertisers are in that particular space for the keywords, but knows that if he gets traffic from people that are looking for more information about a particular holiday in a country, there’s a fair likelihood that they’re going to be traveling there in the near future. This is a great way to snatch traffic that might be easier to rank for but is still tightly focused and monetizable. What I don’t understand, though, is why much of the content targets holidays in a particular year. It would seem to me more useful to target particularly holidays without a particular year attached so that the content remains good/relevant year after year. I’d imagine some of the content on this site would have diminishing returns over time.

Domain Didn’t Hold Them Back

If you didn’t know, Singapore is HAPPENING right now. We were in Singapore in November of last year and you can’t turn around without bumping into another expat in town on business. If I remember right, there are more expats living in Singapore than there are Singaporeans! The downside is that it’s expensive…REALLY expensive. We ended up staying in a hotel for $160/night and I’d say it was barely passable and well below the standards I’m used to in other SE Asian countries! To get a “nice” hotel in Singapore you’re looking at $300-$400 per night. Joe and I went out briefly on his first night in town. We ordered 2 beers and some hummus…the price? $40.00…ouch! With prices like that, it’s no surprise the site owner decided to target Singapore. A one-week stay at a “nice” hotel would ring up a $2,000+ charge!

That being said, the owner of the site found some success in Singapore and decided to expand…he didn’t let the domain name hold him back. He started targeting other festivals and holidays around SE Asia and found success there as well. While you probably couldn’t expand a domain like blueskiboots DOT net to include Persian rugs, you might be able to include wool socks, ski poles, etc. Don’t be afraid to expand when you have a winner! Take a look at this guy…he started the site off as a review of Linkvana and had so much success he expanded it to review other offers anyway, hehe.

There’s plenty to cover here and I’m really interested in your thoughts. I know that some of you are insanely good at researching niches and we’d love to hear what you have to add. Anything else we can learn from this site and sale? Let us know in the comments below!

Update 11/26/12

Interestingly enough, we’ve noticed the link to the auction on Flippa now redirects to Flippa’s homepage and the actual site hasn’t been updated since August 3rd.  Was this purchase a lemon?  If you find out anything, do let us know!



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Discussion

Leave a comment
  1. Thank for update Joe.

    What is the best site for this niche (travelling)?
    [blog, directory, adsense, video, review]

    Thank
    Sud.L

  2. Mike McBride says:

    Hi guys,

    One good reason target holidays in a particular year is to show up higher in the SERPs for that specific holiday/year – for travelers.

    For example, someone researching the history of the Wimbledon tennis tournament would likely search for “Wimbledon.” Someone planning to attend the tournament this year would more likely search for “Wimbledon 2012.”

    In other words, the more specific year would be likely to rank higher in searches made by travelers looking for travel/accommodation, and therefore more likely to make a purchase.

    I’m sure it’s not too difficult to add a new page for each holiday or event each year, which just adds to the site’s authority.

    Thanks for sharing this site with your readers – it sure sparked some good ideas!

    • JustinWCooke says:

      Hey Mike,

      Great point…if the longtail traffic that includes the month/year is strong enough it would be worth it, of course. I think you point out how it might be easier to RANK for the longtail traffic that comes in for a particular year as well.

      Glad to hear you liked it…we’re definitely looking at Agoda a bit differently now, hehe.

  3. Chris says:

    Wow. You could have just kept this information to yourselves. What a great dig here. The good thing about this is, if many companies get the Agoda idea, it will be beneficial to many affiliates. The bad thing about sharing ideas like this, on the other hand, is that the idea gets saturated (on the part of site creators and affiliates), much like the good niche keywords nowadays being somewhat more “depleted” than ever. (Have you noticed it? I do).

    I really think your being “open” is good. But sometimes I’m thinking like it’s the same case with mining — resources that people realize can give them wealth are always not inexhaustible. And when there are too many people taking advantage of the same idea, the end result is often not good, like in our industry – Google changing their Adsense and SERP policies, evergreen keywords with low competition being more and more difficult to find, etc. Whoever said that gold in California in the 19th century was inexhaustible was certainly mistaken. Or just think about crude oil – the more you pump out, the deeper you need to drill.

    In the end, however, I think the two of you are really great, unselfish guys who want to do things differently. And you got the best podcast out there – the “value per minute” is certainly overwhelming. And thanks for promoting our country. I haven’t been outside of Luzon all my life but I’m guessing you’re enjoying life over there at the dog’s anus lol.

    • JustinWCooke says:

      Hey Chris!

      Thanks for the kind words about the podcast…we really appreciate it! Expect another episode out within the next 24 hours!

      Regarding oversaturation, I do hear your point, but consider this:

      1. More than 90% of people won’t follow up on it anyway (at least not DIRECTLY)
      2. Some of those that do will use shortcuts and other techniques that won’t work
      3. Those that do follow up AND find success are more likely to share what’s working and will (hopefully) share that information back and we can ALL get better

      Lastly…Mindanao’s really not that bad…promise! Lovely people here and we’re not choking on the smog every day like we do in Manila, hehe.

      • Chris says:

        Yeah. The air in the mouth (Manila Bay) smells worse than the air in the anus. How ironic.

      • steve wyman says:

        That is very much the point Justin. People may take action based on this data but if they do it wil be ineffective and dwindle (typically)

        Agodo is a great affiliate program I came across it about 5 years ago whilst living in Koh Samui for 3 months and seeing all the rich folk coming in :-)

        They allow you to target down to very small areas of small islands so you can create very targetted micro niche sites!

        And yes they pay very well.

  4. Rich Buggy says:

    I think they’re adding the year for it’s long tail value. If I’m after something to do this new year then I’d use “new year 2012” so that I don’t get results from new year 2011. The downside is that you need to spin the content every year. The upside is that you have an easy way to increase the amount of content on your site.

  5. Shinu says:

    How was the webmaster getting traffic to the site?

    • JustinWCooke says:

      I believe he said it was 90% organic in the post and, if I remember right, the Google Analytics agreed. It’s still there, though, you can check for yourself!

  6. Andre Garde says:

    The auction is incredibly interesting, because I came across something related about a month ago. I had someone ask me to run a SEMRush report for agoda.com in February, it very well could’ve been the seller or someone trying to jump this bandwagon. I just hope that the new owner can keep up with optimizing the site for 2012, since the site is not ranking for many 2012 keywords. 33% of its traffic is coming from the keyword… “good friday 2011”!

    @Shinu: It’s 90% organic traffic. He mentioned it in the listing.

    From an SEO perspective it’s nothing special. Mostly irrelevant blog comment spam, and a LOT of footer text links. Some shady stuff, but that’s not surprising given the competitive niche. I don’t hold it against him; you do what it takes to win, because the competition does the same thing too (really they do, just look at the backlinks of competitors).

    What impresses me more was that he did it with:
    a) A free theme that I used to use for my blog :o
    b) Basically just one good affiliate program.
    c) Minimal ad placement.

    Really great stuff and he has an evergreen source of content. The new owner just has to recycle the same keywords and change the year at the end and they’re good to go.

    Overall, I think that it’s a good buy, but it wouldn’t been nice to pick this up prior to December to get a head start from an SEO perspective on 2012 keywords.

    • JustinWCooke says:

      Hey Andre…wow, man, great analysis!

      Did you see any actual/real links to the site? Crazy he’s done so well with JUST that, right?

      I agree with you…buying towards the end of the year and then hammering with new content would have been great for 2012…the buyer should start thinking about 2013 late summer, I think…

      • Andre Garde says:

        It think that it’s a safe assumption that the links where he uses footer links once had high PR and have since dissipated. Same with the blog comments though, although some still have high PR. A link to me is “real” whether the site it sits on is relevant to the target site or not. Like you I comment on a lot of blogs that point back to my personal blog and they have nothing to do with SEO, MMO strategies, niche sites, etc.

        Going back to the owner, it looks like he did intensive SEO for awhile and then stopped it, because he reached a point where he can just ride the natural organic traffic that he built up.

        I agree with your assessment too, the new owner should probably concentrate on Q3/Q4 2012 and beyond already. I think that he’s missed the boat for spring and summer since Google will see to it that he doesn’t rank fast for spring/summer keywords.

    • Fede says:

      Andre, which is that free theme?

  7. Neale says:

    Wow I’m in shock, and asking myself how? that site is showing some incredible stats for a site that is “content rich for sure” but has little else.. lots of food for thought here, I’d be happy with 1/10th of that for a site created in 2009… maybe dating posts has value :-)

    • Andre Garde says:

      “”Content rich for sure” but little else..”

      What do you think is missing Neale? Because it seems pretty clear that the site has everything the search visitor is looking for, and when it doesn’t, Agoda has the answer.

      • JustinWCooke says:

        Yeah, I love how it gives you all the information about the particular holiday…it’s a pretty close assumption that you’re looking to attend and will probably need a hotel with that. Really smart, I thought…

    • JustinWCooke says:

      You have to think that there’s some CRAZY prices for the hotels in Singapore. And not just in Singapore…many of the festivals means that the hotels can command higher prices at that time. Sometimes 50-100% extra.

  8. I’m wondering how they add the images and taglines to the end of the articles… is there a plug-in that allows you to do this?

    • JustinWCooke says:

      Hey Kathleen,

      I was wondering the SAME thing. I love how that looks…would like to see that out-of-the-box as a plug-in or in the theme. Great stuff…

      Even better…build in some testing/optimization and you could sell the crap out of that, I think.

  9. Carl says:

    Awesome, I am currently in the process of scaling some of my niche sites, wont be getting them to this volume, just due to the niche not allowing it, but certainly could see them getting to $1000/month.

    Am hoping to scale out my top 5 sites and then just manage and maintain them, the weird thing is all my top sites are in niches I would never of originally pursued, but due to building 60+ small sites, I was able to identify the winners, for me that has to be the coolest thing about the micro niche site model.

    Are you guys scaling any of your own sites out?

    • JustinWCooke says:

      Hey Carl,

      Surprisingly, no… The plan was always to build some of the sites out, but we decided to keep focusing on growth first until we hit a level we were comfortable with. Now that the Intern is here, we had him focused on creating a walk-through/guide. Now that that’s almost completed, his next project will be testing through building out some sites. We’ll definitely keep you updated on our progress!

      • Carl says:

        Is the walk through going to be for building the sites out and the process you are using, will be interested to see how you plan to do it.

        Me personally, I am just adding a post a day per site Mon-Fri then just a bit of old school link building, article marketing and social bookmarking, might be using UAW also, when posts need a little bump

        Good luck with yours, look forward to hearing how you do :)

        • JustinWCooke says:

          The walkthrough will be for our current process, but we’ll definitely be stepping through our process for building sites out through blog comments. The plan is to do an entire series of blog posts on it and share our results. Will definitely be interesting…hoping it works out!

  10. B_nataraj says:

    “Aside from a few contextual outbound links to authority sites for good on-page SEO”

    Does this make a difference? I noticed some of your sites linking to Wikipedia and other authority sites but wasn’t sure why.

    • JustinWCooke says:

      From our understanding, having some outbound links to authority sites does help with your on-site SEO. Overall, I just think it looks more natural and would be slightly more beneficial to the user…

  11. Towhid Zaman says:

    I was monitoring this site for a long time.Didn’t had the money to go for it.

    • JustinWCooke says:

      Hey there…glad to have you join us by commenting!

      Honestly, I would suggest getting started with a few niche sites even if you don’t have much money. If you plan on making money online, the principles you’ll learn in the process will be completely worth it. You’ll make some mistakes and then learn from them and be better the next time around. That’s what we’ve found, anyway.

      • Towhid Zaman says:

        Thanks Justin.Actually I do have sites but those are in technology niche & have an active forum targeted to all types of entertainment.I’m planning to do some testing with Agoda on that particular forum.Never been into travel niche.Do you know if Agoda is good for Europe? or can suggest any other? sgholiday.com surely a cool one.Lots to learn from their monetizing method.

  12. Keith Mander says:

    Having the year in the title/content also helps with the CTR in the SERPs (since the user will feel that the result is more relevant to their need), regardless whether the user had the year in their query.

    Impressed by the usage of footer links to Agoda. Perfectly executed; it doesn’t feel like advertising at all. Bit sketchy as the LPs aren’t at all relevant really. It’s just a method to cookie stuff a targeted audience essentially. Come to think of it I made a booking just the other day and had viewed the SGHoliday site a week or so ago; so they probably made a dime from me!

    • JustinWCooke says:

      Hey Keith,

      CTR from the SERPS affected…hmmm…yeah, that makes sense.

      It definitely feels like cookie stuffing…but that’s a pretty good cookie at a well-targeted audience…I see why it pays off!

      BTW…you ran into a personal trainer in Thailand, eh? She was commenting on the FB page and said she bumped into you and you recommended us…awesome!

  13. dano says:

    Anyone else thinking that that site is extremely boring or is it just me?

  14. stevewyman says:

    Hi

    the thing about years is wierd Ive seen a number of keywords with 2011 that still get good traffic in March 2012!

    I think people search for things like Songkran 2011 looking for pictures and stories about the event as an example.

    So if they hit is sight they will get some relevant info and then they may go on to book a holtel room for his year.

    I hope that makes sense.

    I do agree with the observation about developing content for the later part of this year and have it live and indexed already

    regards

    • JustinWCooke says:

      Interesting point, Steve, about people going back to search for previous years. I would think, though, that traffic would be limited usually…more traffic would be in the current or future year. Still…if the content is priced right, you’ll probably see an ROI on it, as this site suggests.

  15. Dave Starr says:

    You know this article was hugely informative in more ways that I can count. But I’ll limit myself to three ;-)

    First of all, it’s great to see something featured aside from the typical thin ‘flip me now’ site. (hey, I know, this is the AdSense Flipper site, but even a steady diet of pistachio ice cream can get boring LoL).

    Second, a great illustration of how you cna never get the word out in enough different ways. I signed up with Agoda a long time back … and they surely didn’t have (or didn’t explain well enough) the affiliate plan you describe. The lesson to Agoda seems to be, when you make significant changes, let the people who were interested in the past know. I guess because I wasn’t running ads for them now they figured I was dead and gone. Sad. Last time I looked email was essentially free,and there’s tons of evidence which shows that retaining current clients is way, way cheaper than continually signing up new ones.

    Third, very good point on the domain name issue. We have become too overly enthused about EMD’s. Using an exact ((or close) match URL name certainly helps, but all you have to do is type any keyword you are thinking about into Google and look at the first 10 results. They certainly will _not_ all be EMD’s, so don’t be afraid to grow your business in paths that aren’t always directly in your domain name … Google values EMD’s but they value many, many other ‘signals’ as well.

    The value of a site is not it’s name, but what it provides to the visitor, or so this old man opines.

    • JustinWCooke says:

      Hey Dave,

      Yeah, I thought this site sale was pretty interesting…definitely worth looking at. I’m really liking the Agoda affiliate program. We had a few links to Agoda here and so I added it, although I’m not expecting much as we’re definitely not a travel site here. I’d like to look into this a bit more in the future…see if we can build out an AdSense site in the travel niche and, if it’s getting enough traffic, try to incorporate some Agoda affiliate links.

  16. Rachel says:

    Interesting sale price – only 5 – 10 times monthly earnings depending on whether you look at the most recent month or an average of the last few months. Would be much more impressive if they were able to get the 25 times earning you guys often sell for.

    Justin & Joe, just wondering if you’ve mentioned anywhere how much time you have each personally spent on your adsense site flipping business including hiring, training staff, system development, etc.?

    • JustinWCooke says:

      Hey Rachel,

      There was a thread in the WarriorForum talking about how some higher-end sites don’t get the same multiples. I think this potentially stems from the fact that you have a MUCH smaller buyer pool. There are plenty of people with 1K-5K to spend on some websites, but not nearly as many with 150K-200K to spend.

      I just asked Joe for an estimate on how much time he thinks he spends on the actual process of either building or selling niche sites. His thoughts were that he spends around 20-25 hours per week. I’m probably at around 15-20 hours per week.

      That being said…when it comes to promoting our brand, creating content for this site, working on side projects, etc…the amount of time is MUCH higher. Probably 25-30 hours for me…5-10 hours for Joe. That and we also have some hours spent with our outsourcing company, although there’s much less time involvement on that currently.

  17. Great post. Love it, just love it. Had no idea that Agoda had such an awesome affiliate program.

    I have been planning an entry into the accommodation space but was unsure how to do it. This is a big help…

    • JustinWCooke says:

      Great to hear, Matthew. What ideas from the mentioned site do you think you’d like to incorporate?

      • Hey mate

        There’s three huge things in this site which I love:

        -> they have incorporated that irresistible clickable content below the posts. that is executed so well. I simply cannot resist clicking.

        -> it’s event based. SEO is so much easier for moving targets than for stable ones.

        -> the affiliate program is for a site that the visitors would use anyway. Agoda.com seems to be a huge brand in Asia. So someone could click on some of that “most expensive hotel in the world’ BS, completely forget about it and 6 months later you make a commission off of them. Agoda’s 365 day cookie is extraordinarily generous in this regard. This site would have been much less successful if it targeted anything but the #1 site.

        Unfortunately the #1 site in Australia doesn’t offer an affiliate program which makes this model much less attractive in my country…

        • JustinWCooke says:

          Hey Matthew,

          Totally agree with you on your first point. Those links are definitely irresistable… I love how they’re targeting keywords and content AROUND travel…that’s awesome!

          Agoda is hugely popular in Asia, for sure…I hear they’re branching out into other markets now as well. We’ll see how well that translates, eh?

  18. […] via hotel and airline booking sites. Again awful commissions.  On the other hand if this post is right – there is money to be made in hotel affiliates with the right […]

  19. Shinu says:

    the site owner is using his own images to get clicks over to Agoda, correct? Isn’t that against Agoda’s TOS?

    • JustinWCooke says:

      Hey Shinu,

      We’re pretty new to Agoda…using images is against their ToS? That seems odd…are you sure about that?

      • Shinu says:

        I read in their TOS that you can’t use your own custom images, but you can use any images/banners that they provide you. Or maybe I had misinterpreted it…

  20. Setiawan says:

    Did you notice that the images they use as cookie stuffer below posts and on the sidebar are dynamic? They change every time I refreshed the page. Wonder how they can do that.

  21. Hey Justin,

    I would wonder how that site is doing after the google penguin update given the fact that he has done a lot of link building.

    • JustinWCooke says:

      Hey Sameer,

      What a great idea…I should track down the new owner and see if he/she is willing to talk about the experience.

      By the way, I found the seller’s blog…I haven’t looked at it yet, but this might be of interest to you: http://www.cheatad.com/

  22. karthic Gurnani says:

    Hey justin, nice post from you. I follow many of your posts btw. Thanks for the info, Keep sharing!

  23. Andradius says:

    The seller mentioned that he got eCPM around $1 when he installed Adsense. If my math is right, promoting Agoda got him around $40+ eCPM. I think it’s amazing, and considering how Agoda also lists a lot of US hotels, I think it’s worth the move from Adsense to Agoda.. Anyone tried this on their travel site?

    • JustinWCooke says:

      We signed up for an Agoda site, but haven’t yet tried out any niche sites with Agoda. I’d like to see a review on this from someone we trust, though…looks interesting! If we don’t see one I guess we’ll just have to try it ourselves, hehe.

  24. Nick Morris says:

    They also seem to be doing some geo-targeting on the site – I noticed that all of the posts on the front page were for Australia when I visited – which probably helps to maximise the value they get by targeting holidays etc. that differ by country.

  25. Fede says:

    Hi Justin!
    Great article.
    I wonder which other affiliate options exist with the same kind of monetization strategy as Agoda, I mean, that offer 12 month cookies and links directly to the website. Thanks!

  26. […] setenar Adsenseflippers.com menuliskan topik ini sebagai postingan mereka yang berjudul “28K Per Month Authority Site Case Study“. Dari judul tersebut Anda sudah dapat membaca bahwa penghasilan pemilik situs berniche […]

  27. LivingOnAKnifeEdge says:

    28k a month and sells for 160k ? ….. surely that site was worth more like 750k?

    • Perhaps if we were selling it! ;-)

      Most people don’t get high multiples on Flippa unless they have a following and a good list.

      • Melody Hill says:

        So you can get good deals? Like if it makes 50$ a month and you pay 5 dollars for it, why wouldn’t you? I mean what are the chances you wouldn’t break even?

        • Not sure what you mean Melody. We get good multiples because of our list, our content and our sales copy. People know we make good sites because we can back it up.

          • Melody Hill says:

            I’m not insulting you man. I’m just saying, in Flippa you could probably buy a site making say 1000 a month for 2000 and you’d make money, assuming somehow the site didn’t crumble as soon as you bought it. Are you saying that deals on Flipper would tend to crumble because what they have aren’t as backed up as your sites? I wasn’t challenging you.

          • Justin Cooke says:

            Hey Melody,

            No hard feelings! I think Joe is trying to say that a site making 1K per month wouldn’t be sold by a legitimate seller for 2K… It just doesn’t make sense. Buyer beware always applies, but especially with something that seems “too good to be true”

          • Melody Hill says:

            So true.

  28. LivingOnAKnifeEdge says:

    I was getting at least a booking a day..maybe 3 a day…and this was easily like this for 3 years and so i’d make about £400 every few months in commission..couple that with adsense and I was making about £500 per month from the two.
    Now, Agoda bookings have almost stopped.
    Same..or larger…visitor numbers but no Agoda bookings….
    spoke to tech support who suddenly say you need to add ?CID****** to the end of each url linking to their site.
    I went through my most popular pages, added the code…no difference..complained to Agoda…was told it had to be lower case even though they indicated upper case in their email.
    A whole bunch of editing and still no bookings, so I’ve become very suspicious of late.
    3 years of regular income…no changes anywhere and suddenly no bookings.
    Is Agoda not paying but taking all the bookings ? sure feels like it.

  29. There was another agoda affilliate site that sold on flippa a few months ago, it was active for only 2 months, bringing in $44k a month and went for $80k. I am so in love with this idea!

  30. Melody Hill says:

    Somewhere in my trying to make money online adventures I came across something that suggested theres a way to put links on a website that doesn’t go back and give points on Google to that site? Sounds cruel so maybe it’s not good but I heard about it somewhere and I was wondering if you knew what it was…. thanks…

  31. Patrick says:

    Looks like this site was a lemon…or a scam. Take a look at SEMrush and Alexa traffic/ranking data. You can see that this site basically tanked over the last year. Usually SEMrush is pretty accurate, and Alexa just backs it up.

    Perhaps the original owners decided to sell it after they noticed it was declining in traffic? It is possible that they were making good money as recently as this past summer of 2012…but beyond that it looks like the site has just taken a complete nosedive. 160K down the drain woo!

    • JustinWCooke says:

      Hey Patrick,

      Funny enough, we just interviewed Ophelie from Flippa and asked her about this site. She couldn’t give many details, but she did state that either the buyer or the seller had requested the auction be removed from Flippa. (We didn’t know you could do that, actually…apparently you can for a small fee…either can request)

      I think it’s likely that the deal wasn’t a good one. I forget the exact details, but there was something about the seller being or running a travel agency and I think there was a question as to whether the traffic was natural/organic or whether it has something to do with the offline business. Hard to say…

      • Patrick says:

        Hmm, yeah that’s a bit strange. The site literally just curled up and died over the past 6 months. It could have been G algo updates..I’m not sure that traffic from offline efforts would fully account for the decline. However, the backlink profile and on-page structure don’t seem to imply that a Panda/Penguin penalty was applied. It appears that the site was ranking in the top 20 for quite a few terms in late 2011 and into 2012. Not sure why it would fall apart so quickly…

        Update (figured it out):

        Take a look at this site: http://publicholiday.org/ It’s an exact copy of the one that was sold. The only difference is that this one is updated on a regular basis. Also, at about the time that sgholiday.com started to really tank, publicholiday.org took off.

        Ahh! As I type this I keep figuring things out. The sgholiday.com site has rel=”canonical” on every page that links to publicholiday.org. That’s why sgholiday started doing so poorly and why publicholiday took off. I knew something strange was going on. Perhaps the new owner wanted a different domain name? Or the old owner set up the canonical and the new owner hasn’t figured that out yet. That would be really sneaky/unethical.

        If you can’t tell already, I love doing this investigatory stuff. I hate it when I come across something Google/traffic related that I can’t figure out. haha!

  32. James Clark says:

    I was just revisiting this post via a web search and I notice that the site no longer exists! I hope the buyer made their money back at least.

  33. Mario says:

    I found very interesting this case study, I’m currently creating some niche sites to get passive income, and I like your case study, I’m still a little in doubt concerning the use of keywords in 2016, exact and if that still has some weight in the ranking. Keeping up with the blog.

  34. Davi says:

    I like the tips, already has more than a couple of months I’m studying about business online in an attempt to make money. One of my questions is about how to succeed with niche sites in order to get visits by google. Thanks for the information.

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Seller Terms of Use Agreement

Effective Date: April 1st, 2016

Introduction

Welcome to Empire Flippers. We take the friction out of buying and selling websites.

This is our Seller’s Terms of Use Agreement (“Agreement”) and it contains important provisions regarding your use of this website, including provisions regarding your sale of a website, app, or other online business (“Asset”). You should review this Agreement carefully before deciding whether to list an Asset for sale through Empire Flippers. If you do not agree to the terms contained within this Agreement, you should not sell an Asset through Empire Flippers.

This Agreement is being entered by and between you, the user, and Empire Flippers, LLC (“Broker”). Broker is the owner of an online marketplace for buying and selling websites (“Services”), which are provided subject to the terms of this Agreement. You are referred to as “You”, “Your”, or “Seller”. The person or entity buying the Asset is referred to as Buyer. Buyer and Seller are collectively referred to as the Parties.

The person or entity buying your Asset is referred to as the Buyer. Buyers must agree to the Buyer’s Terms of Use Agreement available here, and incorporated into this Agreement.

BY AGREEING TO THIS AGREEMENT YOU ARE MAKING A FORMAL OFFER TO SELL AN ASSET “AS IS” AND WITHOUT ANY CONTINGENCIES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED. ONLY AGREE TO THESE TERMS AND CONDITIONS IF YOU ARE WILLING AND ABLE TO COMPLETE THE SALE.

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE WEBSITE OR SERVICES. WHEN YOU LIST YOUR ASSET FOR SALE, YOU MANIFEST YOUR ASSENT TO THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE WEBSITE OR SERVICES. BROKER RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION. IN THE EVENT BROKER MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE. YOUR USE OF THE WEBSITE OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.

A. Offer to Sell and Purchase Price. You have made an offer to sell an Asset through your decision to list the Asset for sale though Broker’s Services.

The first step to listing an Asset for sale is paying a non-refundable listing fee (“Listing Fee”) to Broker. Upon your payment of the Listing Fee and submission of your Asset details, Broker will perform its review of your Asset. Broker, in its sole discretion, will approve or reject your Asset for listing on the Broker’s website and participation in the Services. Broker reserves the right to reject any Asset submission for any reason or no reason at all.

You are also agreeing to provide any ancillary services, including training, as detailed on the listing page of your Asset on Broker’s marketplace.

B. Eligibility. By using the Empire Flippers’ website or Services, you warrant and agree that you are either above the age of majority in your nation, state, province, territory, or city, or the age of eighteen (18), whichever is greater. You warrant that you are of sound mind, have the capacity to contract, and agree to the terms and conditions contained within this Agreement. If you are using the Services on behalf of a business entity or third party, you warrant that you have actual authority to act as an agent of that business entity and third party and have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity.

C. Seller Warranties. Seller warrants that:

  • Seller has the full power and legal authority to execute this Agreement;
  • Seller has clear and unencumbered title to the Asset and all related assets to be sold through the Broker’ Marketplace, including all intellectual property rights;
  • Seller has not placed the Asset to be sold subject to a mortgage, pledge, lien, or encumbrance, except for those taxes which shall be prorated as of the date of the Completed Migration;
  • There are no bankruptcy or reorganization proceedings currently filed against Seller that would impede its ability to complete this Agreement;
  • To the best of Your knowledge, there is no lawsuit or pending charge against your Asset; and,
  • Seller makes no other express or implied warranties with respect to Seller.


D. Exclusive Listing. Once your Asset is listed on the Broker’ Marketplace, you agree this is an exclusive listing for a period of six months (“Listing Term”). Specifically, you agree that Broker is the exclusive permissible method to sell your Asset during the Listing Term. You may not, directly or indirectly, list, solicit offers, or attempt to sell your Asset using any other service, person, or agent for the duration of the Listing Term. If you violate this provision, you agree to pay Broker a commission of fifteen percent (15%) of the total sale price of your Asset to Broker, plus any costs and attorney fees Broker incurs in connection with enforcing this Agreement.

E. Maintenance of the Business During the Listing Period. During the Listing Period, you agree to maintain your Asset as it was prior to the Listing Period, to the best of your ability. This includes, but is not limited to, maintaining third-party links on the Asset to be sold and other websites and any marketing, advertising, or other referral source, if applicable. During the Listing Period, you also agree to maintain accurate and up-to-date business records and to provide the same to Broker upon request.

F. Sale Terms. If Broker, in its sole and absolute discretion, approves your Asset for listing in the Broker’s marketplace, Broker will suggest a listing price. Once you agree to that listing price, as evidenced by the listing of your Asset at that price on Broker’s marketplace, you are obligated to accept full listing price offers from Buyers. To be clear, by agreeing to this Agreement, you are deemed to have accepted any full listing price offers on your Asset. Any written confirmation of your acceptance of the listing price, while not required, is incorporated into this Agreement.

G. Migration Process & Inspection Period.
  • Subsequent to Buyer’s acceptance of Buyer’s Terms of Use Agreement, which is incorporated into this Agreement in whole, and payment of the Purchase Price to Broker, the process to transfer the Asset to the Buyer begins (“Migration Process”). The Parties understand and agree that the Migration Process typically takes 2 - 4 weeks to complete, but could take substantially longer. The Parties acknowledge and agree that Broker cannot guarantee a specific timeframe for the Migration Process.
  • The Migration Process is completed when the Buyer confirms sole control and ownership of the Asset or when Broker has confirmed, in its sole and absolute discretion, that Buyer is in control and has ownership of the Asset (“Completed Migration”).
  • Buyer shall have a period of fourteen (14) days from the Date of the Completed Migration to fully inspect the operation of the Asset (“Inspection Period”) upon the following terms and conditions:
    • During the Inspection Period, Buyer shall have the opportunity to confirm the Asset’s Post-Migration Monthly Net Revenue is consistent with the Asset’s Average Monthly Net Revenue.
    • Post-Migration Monthly Net Revenue is defined as the Assets’ monthly gross revenue after the Completed Migration less normal and customary expenses associated with the historical operation of the Asset as provided in the Average Monthly Net Revenue.
    • Average Monthly Net Revenue is defined as the most current information regarding the Asset’s average monthly net revenue made available on the Broker’s website.
    • Buyer shall have the right to request termination of this Agreement to cancel the sale and obtain a refund of the Purchase Price if the Post-Migration Monthly Net Revenue is less than seventy-five percent (75%) of the Average Monthly Net Revenue during the Inspection Period (“Substantive Deviation”). If the Post-Migration Monthly Net Revenue is seventy-five percent (75%) or more of the Average Monthly Net Revenue, Buyer shall have no right to request to terminate or cancel this Agreement.
    • To enforce his ability to request termination of this Agreement based on a Substantial Deviation, Buyer must 1) notify Broker in writing of his request to terminate this Agreement within the Inspection Period at support@empireflippers.com or the Zendesk ticket already being used and 2) provide evidence of the Substantial Deviation and Post-Migration Monthly Net Revenue through screenshots or providing Broker access to the Asset.
    • If Buyer requests termination of this Agreement consistent with the provisions above, Broker will conduct an investigation into the matter. The Parties agree and understand this investigation could take 2-4 weeks to complete or longer depending on the circumstances (“Broker’s Investigation Period”). Broker may require additional information from the Parties to conduct its investigation and the Parties agree to reasonably comply with such requests.
    • If Broker confirms the presence of a Substantial Deviation, Broker will cancel the sale, the Asset will be returned to Seller and the Purchase Price will be returned to Buyer. The Parties agree to cooperate to complete these actions.
    • If Broker confirms no Substantive Deviation exists, the sale will close as contemplated consistent with paragraph 7, iv.
    • Broker retains full and sole authority to determine the presence or absence of a Substantial Deviation.
    • If Buyer fails to provide written notification of his request to terminate this Agreement within the Inspection Period, Buyer is deemed to have freely and voluntarily waived any and all contingences in connection with his purchase of the Asset, including any discrepancies, fluctuations, or changes in the performance of the Asset and specifically its gross revenue, net revenue, expenses, traffic, and other metrics of performance, including any discrepancies, fluctuations, or changes in the performance of the Asset during the Migration Process or during the Inspection Period.
    • The Parties are free to waive the Inspection Period and close the sale consistent with paragraph 7, iv at any time.
  • Upon expiration of the Inspection Period, or if applicable the Broker’s determination regarding a Substantial Deviation, Broker will release eighty-five percent (85%) of the Purchase Price to Seller, which constitutes the Purchase Price minus Broker’s Commission (“Net Purchase Price”). Broker will retain the Commission.
  • The Parties agree to provide Broker all necessary information upon request to facilitate the Migration Process.


H. Default and Termination. Broker reserves the right to terminate the Migration Process at any point for any reason or no reason at all. If Broker terminates the sale, it agrees to return the Purchase Price to Buyer and the Asset to Seller.

I. Remedies for Material Breach. The Parties, including the Broker, understand and agree that monetary damages would not be a sufficient remedy for any breach of this Agreement and that, in addition to monetary damages and all other rights and remedies available at law or according to the terms of this Agreement, the non-breaching Party, including the Broker, shall be entitled to equitable relief, including injunctive relief, specific performance and/or the granting of an immediate restraining order or preliminary injunction (without posting bond) enjoining any such breach or reasonably anticipated breach as a remedy. Such equitable remedies shall not be the exclusive remedies available to the Parties, including the Broker, for breach of this Agreement, but shall be in addition to all other remedies available at law, equity or according to the terms of this Agreement. At all times, Broker retains complete discretion to cancel any sale and/or Migration Process.

J. Non-Compete Agreement. Seller agrees not to create or operate an Asset that would directly compete with the Asset for at least three years.

K. Indemnification of Buyer.
  • Seller agrees to indemnify Buyer from all liabilities arising out of Seller’s operation of the Asset prior to the Completed Migration;
  • Buyer has agreed to indemnify Seller from all liabilities arising out of Buyer’s operation of the Asset after the Completed Migration; and
  • The Parties agree to indemnify Broker from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys' fees, arising out of or related to this Agreement. The Parties’ obligation to defend Broker will not provide the Parties with the ability or right to control Broker’s defense, and Broker reserves the right to control its defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.


L. Limitation of Liability

YOU AGREE THAT THE SERVICES ARE PROVIDED ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, NON-INFRINGEMENT, AND TITLE. YOU AGREE THAT BROKER WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE EMPIRE FLIPPERS’ WEBSITE OR SERVICES OR OTHER DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT BROKER’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE WEBSITE OR SERVICES OR $1,000, WHICHEVER IS LESS.

M. Indemnification of Broker.

You agree to hold harmless, defend, and indemnify Broker from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys’ fees, arising out of or related to: (1) the use of the Empire Flippers’ Website; (2) the use of any Service; (3) the review and listing of your website for sale; (4) the violation of any term or condition of this Agreement; (5) the violation of the rights of third parties, including rights of privacy or publicity or intellectual property rights; and (6) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international. Your obligation to defend and indemnify Broker will not provide you with the ability or right to control Broker’s defense, and Broker reserves the right to control its defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.

N. General Provisions.
  • Fair Market Value. The Parties each acknowledge the Purchase Price represents fair market value.
  • Costs. The Parties agree to pay their own costs and expenses incurred with respect to this Agreement.
  • Valid and Binding Agreement. This Agreement represents a binding legal obligation and is enforceable in accordance with its terms and is binding and shall inure to the benefit of each Parties’ respective heirs, legal representatives, successors, and assigns.
  • Confidentiality. The Parties agree to maintain complete confidentiality regarding this Agreement.
  • Waivers. A waiver by either Party to any provision of this Agreement does not constitute a waiver of any other provision of this Agreement.
  • Notices. Any notice to Broker required under this Agreement shall be in writing and shall be deemed properly given when emailed to XXX.
  • No Third-Party Beneficiaries. Except as otherwise provided, nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind. This Agreement is not a third-party beneficiary contract.
  • Sections and Headings. The sections and headings in this Agreement are for organization and clarification purposes only and should not be interpreted as part of this Agreement.
  • Choice of Laws and Venue. Parties and Broker agree that any and all claims arising out of or related to this Agreement brought by or against Broker, including its validity, interpretation, breach, violation, or termination, shall be brought in the exclusive forum of the Kalamazoo County Circuit Court and pursuant to Michigan law. The Parties expressly consent to personal and subject matter jurisdiction in this forum. The prevailing party is entitled to payment of its costs, expenses, and attorney fees by the non-prevailing party for actions, disputes, or litigation arising out of or related to this Agreement.
  • Entire Agreement. Except as otherwise provided, this Agreement is the entire agreement between the Parties. This Agreement supersedes any prior written or oral agreement between the Parties.
  • Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
  • Amendments. This Agreement may be amended in writing if both Parties sign and date in writing.
  • Effective Date. The Effective Date of this Agreement is the date it is agreed to by Buyer.

Depositor Terms Of Use Agreement

Effective Date: April 1st, 2016

Introduction

Welcome to Empire Flippers. We take the friction out of buying and selling websites.

This is our Depositor’s Terms of Use Agreement (“Agreement”) and it contains important provisions regarding your use of this website, including provisions regarding your deposit of money in connection with a potential purchase of a website, app, or other online business (“Asset”). You should review this Agreement carefully before deciding whether to deposit money with Empire Flippers. If you do not agree to the terms contained within this Agreement, you should not deposit money or purchase an Asset through Empire Flippers.

This Agreement is being entered by and between you, the user, and Empire Flippers, LLC (“Broker”). Broker is the owner of an online marketplace for buying and selling websites (“Services”), which are provided subject to the terms of this Agreement. You are referred to as “You”, “Your”, or “Depositor”. Collectively, Depositor and Broker are referred to as the Parties.

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE WEBSITE OR SERVICES. WHEN YOU ACCEPT THESE TERMS, YOU MANIFEST YOUR ASSENT TO THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE WEBSITE OR SERVICES. EMPIRE FLIPPERS RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN IT SOLE DISCRETION. IN THE EVENT EMPIRE FLIPPERS MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE. YOUR USE OF THE WEBSITE OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.

  1. Deposit Amount. You are agreeing to place on deposit with Broker the amount stated for the applicable listing (“Deposit”).
  2. Information. By making the Deposit with Broker, You will be given confidential information regarding the Asset, including but not limited to access to the URL (if applicable), detailed proof of earnings, and access to seller for questions.
  3. Confidentiality and Non-Disclosure.
    1. Depositor will be provided Confidential Information after making the Deposit. “Confidential Information” shall mean nonpublic proprietary information revealed by the providing party (whether in writing, orally or by any other means) to the Depositor including (a) information expressly marked or disclosed as confidential, (b) all forms and types of financial and/or business information, (c) any and all details relating to the Asset, including its URL, detailed sales and revenue details, and any other information related to the Asset.
    2. Confidential Information shall remain the property of the providing party and all applicable rights in patents, copyrights, trade secrets and similar intellectual property rights embodied in the Confidential Information shall remain in the providing party. The Depositor party agrees to treat all such Confidential Information as confidential and shall not disclose such Confidential Information to any third party; provided that the Depositor may disclose the Confidential Information to its Representatives (as defined below) who have a need to know such information in connection with the evaluation of the purchase of the Asset. The Depositor shall use at least the same degree of care to avoid disclosure of such Confidential Information as the Depositor uses with respect to its own confidential information of like importance.
    3. The Depositor shall not use Confidential Information for any purpose other than evaluation of the Asset for purchase and shall prohibit its agents, financial advisors, employees, officers and directors (collectively, “Representatives”) from using the Confidential Information for any purpose other than as specifically agreed upon by the parties hereto.
    4. This Agreement shall not apply to information that on the effective date of this Agreement has been or thereafter is: (a) developed by the receiving party independently of the providing party and not based upon or derived from information provided or delivered by the providing party to the receiving party; (b) rightfully obtained by the receiving party from a third party without restriction; or (c) publicly available other than through the receiving party in violation of the terms of this Agreement.
    5. In the event that the Depositor is required to disclose any Confidential Information, the Depositor will cooperate with the providing party and, when possible pursuant to statutory or regulatory authority, provide the providing party with prompt written notice so that the providing party may seek a protective order or waive compliance by the Depositor with the provisions of this Agreement.
    6. The Depositor acknowledges that the unauthorized disclosure of Confidential Information may cause irreparable injury to the providing party and that, in the event of a violation of any of the Depositor’s obligations hereunder, the providing party shall have no adequate remedy at law and shall therefore be entitled to seek enforcement of each such obligation by temporary or permanent injunctive relief without proving damages, and without prejudice to any other rights and remedies which may be available to the providing party at law or in equity.
  4. Right of First Refusal. If, at any time while Depositor’s Deposit is on account with Broker, the Seller associated with the listing connected to your Deposit receives a bona fide offer below list price from any party to purchase the Asset, Broker shall notify Depositor of the offer. If Depositor does not elect to match the offer in writing within twenty-four (24) hours, Seller may then sell the Asset to the first offeror, provided the sale is on the conditions specified in the offer sent to Depositor.
  5. Refund of Deposit. Depositor may request a refund of the Deposit at any time, for any reason, or no reason at all. Broker will refund the Deposit as soon as commercially possible.
  6. Deposit Not Used for Purchase. Should you choose to make a purchase of an Asset, your Deposit will be returned to you and will not be used as a potion of the Payment Price of the Asset.
  7. Wire Fees and Other Expenses. Broker does not charge Depositor any wire or transfer fees, however, certain fees and expenses may be charged by your financial institution and are solely your responsibility.
  8. Notices. All notices required under this Agreement shall be made to Broker at support@empireflippers.com.
  9. Choice of Laws and Venue. Parties and Depositor agree that any and all claims arising out of or related to this Agreement brought by or against Broker, including its validity, interpretation, breach, violation, or termination, shall be brought in the exclusive forum of the Kalamazoo County Circuit Court and pursuant to Michigan law. The Parties expressly consent to personal and subject matter jurisdiction in this forum. The prevailing party is entitled to payment of its costs, expenses, and attorney fees by the non-prevailing party for actions, disputes, or litigation arising out of or related to this Agreement.
  10. Entire Agreement. Except as otherwise provided, this Agreement is the entire agreement between the Parties. This Agreement supersedes any prior written or oral agreement between the Parties.
  11. Effective Date. The Effective Date of this Agreement is the date Depositor consents to the same.