Justin Cooke

September 14, 2012

EMD’s are dead!  You HAVE to build links to stand a chance!  Google HATES niche sites!

We get questions, comments, and emails mentioning these types of things all the time.  Sometimes mis-information is distributed by those who stand to profit from our believing it. (Selling you tools, ebooks, or coaching that profits from our fear) Other times it’s a misunderstanding of the data (small sample size, confusing correlation with causation) or a regurgitation of that information by well-intentioned “connectors“.

How do we know that these eight points are REALLY misconceptions?  We don’t know for sure.  We’re not SEO experts and don’t claim to be, but we know enough to call out those that aren’t either.  The problem with SEO is that it’s vague, ever-changing, and a perfect industry for fraudsters and deception tactics.  We take on some of this in the episode.  Whether you agree with us on these points or not, we’re hoping this stands as a reminder to be critical of ANYONE who’s “sure” when it comes to what works and what doesn’t in regards to SEO, rankings, etc.

Check out this week’s episode here:

 

Direct Download – Right Click And Save As

Topics Discussed This Week Include:

  • CRM Migration, Site Redesign, IntelliTheme Beta, and Joe knocking out some calls to listeners! Does Google really hate niche sites?
  • SEO: Everyone’s an expert… Why (as a buyer) you might prefer sites that are NOT on the first page.
  • Software to track rankings, giving Squidoo another look, and adding additional users to your AdSense account

Mentions:

Now…over to you!  What have you heard from the “experts” regarding ranking that just doesn’t seem right?  Any thing you’d like to share?  Let us know in the comments below or feel free to say hi on Twitter!  Or…you can use SpeakPipe to leave a message below and have a chance to be featured in the next podcast!





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Discussion

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  1. Hey J, J & J

    TOTALLY agree. get the free guide, implement and learn… shame some people don’t get that…. On the other hand less competition is no bad thing.

    As you know I also agree with the dont worry about rankings, the traffic and Income are more important.. Its worked well for me..

    Love WhooshTraffic, Parnell and Co are very responsive to requests, and is improved dramatically over the last few month… One of the few things i pay for monthly I use the down to 1000. neat when your looking at sites that are not ranking well or brand new..

    The keyword research tool and comp tool are still underdevelopment and not that strong IMHO.

    One thing that’s brilliant and i have not seen anyone else do is the “screen capture” of the results page which is awesome.

    Squido lens – surprised you’d not played with them before used to have to build a lot of links to get them ranked. So it will be very interesting to follow you along.

    regards

  2. Andy Hayes says:

    Great tips today, guys. Thanks again for the shoutout – of course you had to share the most negative feedback point we got! LOL. Oh well, sometimes you gotta take a bullet. :-)

    Really interesting about your CRM, I’m not sure I really understood what you were doing until now, but that’s an awesome idea. Smart!

  3. Matt says:

    Awesome! Love the podcasts keep em coming!

  4. Claire Smith says:

    Hey Thanks for the mention guys. I was very surprised. Cheers. And I am working on the book!

    Great podcast guys. There certainly are a ton of myths flying around.

    That’s great you are going to try the Squidoo lenses, it may be old school, but something is working. They certainly convert well.

    I don’t back-link at all. Never have really, I figured I’d get around to it eventually, as it seemed an inefficient way to spend time, but never really needed to in the end.

    I was relieved to hear you are not back-linking your niche sites either. I set up my first ever niche Amazon sites in early June and left them alone over the summer. Traffic (and a few sales) just started up again last week so I hope the Laisse faire works on them all.

    As far as time to rank a Squidoo lens, it depends on your competition. I go low monthly searches (like under 100!) with low competition and it works lovely! The lower the allintitle competition, the faster it gets sales. There are the odd duds of course, but sometimes they surprise you.

    Generally you get some google search traffic after a day, then it seems to keep growing steadily for non-seasonal items. Sales can happen the first day (love those) and others sometimes in the first week and they climb over time, I have many lenses that still have traffic climbing after 6-8 months.

    After the first week there can be a drop or quiet time for about 3 weeks then the sales start again. I don’t follow rankings either. I don’t check unless there is a big jump up in traffic (like a Google update) then I check the odd phrase if I see a ton of traffic for a new one. It seems they are getting ranked for shorter tails (with higher searches) over time, but I have no precise stats on that.

    Look forward to seeing how you do! Those who have tried it lately have been pleasantly surprised at the speed of the sales, from what they tell me.

    • JustinWCooke says:

      Thanks for the insight, Claire! Really looking forward to your Squidoo book that’s coming out. I don’t really see this being a “direction” we take our blog, business, etc… I just view it as an additional revenue stream through a different revenue model. And, honestly, I’m looking forward to just trying something different, heh.

  5. Gilad says:

    Hi guys,

    Great podcast as always.

    A quick question that has been troubling my mind:

    Hyden posted here:
    http://www.nohatseo.com/blog/my-latest-batch-of-sites-doesnt-rank-why/

    that he hasn’t ranked his sites from July. I myself have encountered a similar problem with my July sites, have you having problems with your sites as well?

    • JustinWCooke says:

      Hey there,

      A cursory look at July shows our sites to be performing just fine. I don’t see a break from the norm. If anything, our April/May sites aren’t doing as well…but that may be due to Joe having sold off some of our better sites from those months already.

      Hayden mentions the problems and lays out two reasons he think they may be struggling along with his action plan to correct. He’s stating that his 1-page sites may be too thin so he’s going to add another 5 pages to each site. He also mentions he may have too many outbound links on some pages and is dialing that down.

      Hayden seems to be a pretty straight-shooter and shares his evidence openly. My problem is that trying to figure out why Google does this or that often sends me down a rabbit hole of despair, frustration, and wasted time. Joe keeps reminding me, “Is it working? Great. Are our customers happy? Great. Stop worrying…” lol

  6. Ballz says:

    I am curious to know, having used many CRM software’s, how you guys set up the fields. Did you set them each up as a lead with custom columns. How are you tracking where they are in each and what you need to do? Do you setup them up as Opprotunities in the CRM so they are easy to track?

    • JustinWCooke says:

      Great questions,

      We setup each site as an “organization” with the domain name as the organization. We cut out almost EVERYTHING from the CRM and wanted to try to put all of our data under organizations so that it shows up on the first page of each record. (That means disabling Calendar/Tasks, Tickets, Leads, etc…REALLY simplified)

      We tried to make everything possible multi-pick or date fields. When you use text blocks it leaves plenty of room for errors. (lowercase vs. uppercase, misspellings, etc.)

      We’re using custom filters based on each job responsibility. (Site creators have their own filter, content manager have their own filter, etc.) The filters are based on a set of rules…if something else must be done before they can start, those records are “filtered out” until that piece has been completed.

      We’re using both QA filters and custom reports to help us look for missed records, incomplete data during the migration, etc.

  7. Frank says:

    Looking forward to hearing the next podcast as always. I use the same theme as you guys for my blog but it seems ok for now. If you get a second go check it out and let me know what you think. I’m only two months into it. Take care Justin and Joe

    Frank
    http://www.iblogjuicing.com

    • JustinWCooke says:

      Hey Frank,

      I was going to delete the link, but after checking out your site I thought it was a pretty good example of what an authority site should be and thought others might benefit from checking it out too!

      I like the bold colors! The engagement (comments) seems extremely low, though. What do you think you could do to get more interaction from your readers? How can you get them more involved in the site?

  8. semir says:

    thanks so much adsense flippers…for the mention of claire..i was looking for a blogger who shares squidoo/revenue share site success story and income report…but didnt find any…and i saw her monthly income and read some pargraphs before i came here to say thanks..and it is so great……hope she is sharing the truth. i hope it will be very helpful for me as my country doesnt allow credit cards/debit to be spent online…for domains..sorry but i didnt listen thepodcast …saving me bytes of connection. thanks so much bye

    • JustinWCooke says:

      Hey Semir!

      It’s hard to say if she’s telling the truth or not. We’re just getting to know each other so I can’t completely vouch for her quite yet, but I will say that I’ve checked out her site, her content, her lenses, etc. and it all seems to jive. I believe she is who she says she is and that she’s actually doing what she claims to be doing. I’ve gotten some value out of the content on her site and I’m anxiously awaiting the release of her ebook on Squidoo. :-)

  9. Dan says:

    I love the idea of launching Lenses in niches that you are already making money in and testing the results, could be a process you could double down on and sell whole “keyword bundles” when you package products for your customers.

    • JustinWCooke says:

      Hey Dan,

      It’s been fun digging into the Squidoo community a bit, actually. Yeah…a couple of ways we can go with Squidoo:

      1. Use it to test out potential keywords for niche/authority sites
      2. Add them to successful niches we’ve already targeted (and possibly give away to buyers as a value-add?)
      3. Use them to build legitimate links to our related niche sites

      Mixing our lenses and niche sites presents a bit of a problem, though. We’d probably have to have a “public” Squidoo account and some private accounts as well that aren’t shared…

  10. Isaiah Coe says:

    Really great podcast guys,, only podcast I like to listen to!

  11. So Google has targeted “low quality EMDs” in its brand new update. Several fledgling and growing sites of mine have now disappeared completely, all EMDs that ranked very quickly. What have you noticed with your sites, guys? I am thinking that partial match authority sites are the way to go now. But I’m getting a sick feeling in my stomach over all of this.

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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.