Justin Cooke

November 2, 2012

You may have noticed that Joe and I have been a bit off the radar in the last couple of weeks. In addition to taking a much-needed holiday in Thailand, we had the wonderful opportunity to present at the Dynamite Circle event in Bangkok where we were able to share our story and experiences with a remarkable group of entrepreneurs from around the world.

Both Joe and I have given group presentations before, but never to such a fantastic group of friends, peers, and mentors. Knowing we were going to be sharing a stage with Derek Sivers (Who’s given some amazing TED presentations), Simon Black from SovereignMan, Chris Ducker, Brendan Tully, and a host of others we have a ton of respect for…to say we were a bit nervous would be a bit of an understatement. Talking about keyword search volume, ordering/editing content, etc. would be way to specific and niched-down for this audience.

Instead, we put together a presentation on our USP that has spanned multiple businesses and companies, giving away our successes and failures when it comes to hiring, training, and building a team of people that can accomplish fairly complicated tasks at scale.

We titled our presentation, “Building Human Machines” and we wanted to share our slides, notes, and ideas with you here now. All of these points and observations were forged in experience through trial and error and have more to do with our actual business rather than simply the building of niche websites for profit. Our hope is that this will help you to better understand how it is we’re able to build teams of people to work for us so that you can take some actionable tips and strategies away as you continue to grow your business.

So let’s get to it!

Slide 1

Joe and I cover some of our background that led us from a mortgage company to TryBPO and AdSense Flippers. (For more details on our story, check out this podcast episode) Throughout the journey, one of the things we found tremendous value in was the ability to build out teams to manually scale processes. We wanted to share some of the behind the scenes with our business in the hopes that it will help give ideas to some of the attendees as they continue to grow and build on their own businesses.

Building out human machines are great for process-oriented projects, but might not be the best fit for more creative work. i.e. a marketing agency. Human machines are typically hierarchical and there are instances where a flatter business structure is more effective.

When we first arrived in the Philippines we were really hoping to change the model. We wanted a more “Googlish” feel to our company culture. (You know what we’re saying here…bean bags in the breakroom, PS3’s on a flatscreen to play during lunch, cappuccino machines, etc.) Unfortunately, there were two problems we were faced with:

  1. Cultural Differences – The team of Filipinos we hired responded to and respected a more traditional company and culture.
  2. Core Competencies – Joe and I have plenty of experience managing and finding success with hierarchical business structures.

It was tough for me to come to terms with, but we realized that we can solve the biggest problems and provide the most value to our partners and clients when we build human machines and remain process oriented.

What is a human machine? It deal with breaking down a complicated process into its component tasks, handing out those smaller chunks to dedicated specialists or teams, measuring and reporting efficiency and quality, and then replacing yourself and new processes over and over again.

Note: The thought of a “human machine” may sound a bit dehumanizing, but it’s really the best method we have to explaining what it is that we do.

One of the attendees asked the question, “Do any of your agents or employees get bored focusing on a very specific task over and over again? Is that stifling creativity?”

The answer is yes…it can get tedious/boring which is why we hire personalities that would be a better fit for these types of tasks. We also provide pretty in-depth cross training that still allows us to batch the work, but lets the agents mix it up over time so that the tasks don’t get too repetitive. It’s also interesting to note that (I’m generalizing here) Filipinos typically find their bliss in spending time with their family, supporting their family, etc. and their job is simply a means to an end. We build out our teams to be supportive of their goals by offering flexible hours, work from home positions, etc.

Building human machines is great, but how does this compare to true automation? Wouldn’t it be better to fully automate the process rather than staff up to manually knock out the work? We wanted to cover some of the advantages and disadvantages when it comes to Human Machines Vs. Automation.

Advantages:

  • Lower Front-End Costs – It can be much cheaper and faster to build a team to test through something than it might be to spend the next 12 months and $100,000 to complete the programming required for full automation. This provides an excellent opportunity for bootstrappers!
  • Flexibility With 3rd Party Platforms – Many projects now require a sophisticated level of integration through API’s and 3rd party platforms. When those 3rd parties change their platforms, Terms Of Service, etc. this can cause quite a bit of grief and cost when it comes to full automation. Human machines can make these adjustments much more quickly/easily.
  • Personal Touch – True automation often leaves signatures that can be difficult to mask without quite a bit of complication. (Automated backlinking, for example) Allowing for human intervention will always include some level of variance and a personal touch that true automation can’t provide. This is especially critical when it comes to customer-facing tasks or projects.
  • Stop-gap Or Testing Solution – Human machines can quickly be setup or broken down so this allows for flexible scaling until true automation can be built and put into place. It also allows you to test through your vision without devoting the time and resources that may be required once it’s been proven to “work”.

Disadvantages:

  • Long Term Costs – Automation may be expensive to setup, but your long-term and ongoing costs will typically be much less and there will come a time where you reach your “break-even” on automation.
  • Human Error Rates – There will always be some packet loss when performing tasks manually that you might not have with true automation. This can prove particularly costly if having an error rate significantly impacts your bottom line or if you’re compounding error rates through in-line processes that can multiply out those errors.
  • Personnel Hassles – Let’s face it…sometimes having employees can suck. Sick uncles, no-shows, complaints, internal bickering…all of this can be a bit soul-sucking at times.
  • Usually Slower – True automation can be instantaneous whereas relying on team members can increase the completion times. For some projects (i.e. a keyword research tool like LongTailPro) this would not be acceptable.

The key to building out human machines hinges on your ability to replicate skillsets throughout the organization. The most effective way to accomplish this was taught to us by our mentor, Dan Meyerson, an old-school exec. that has used this method to transfer skills to thousands at Time-Life and as a consultant for AOL. There are five critical steps involved:

  1. Explain – Give a high-level overview of the project and the particular steps involved in the task or skill you’re looking to transfer.
  2. Demonstrate – Go through the process yourself, step-by-step, explaining the details of each step along the way.
  3. Practice – Allow the agent or team member to complete each step in the process, stopping after each has been completed to review and/or correct mistakes.
  4. Observe – Have the agent go through the entire process start to finish without interruption. Review the process at the end of each completed task. If major errors are made, drop back to the Practice step.
  5. Feedback – Ask the agent or team member for feedback on how they think they did. Use open-ended questions to ensure they understand the process and can continue to replicate each step correctly. Back down to previous steps if the agent is not completely comfortable performing the tasks on his/her own.

Example #1 – Our Mortgage Company

Our problem was that even though we were now running our own company, our earnings were still tied directly to the work we were doing ourselves with the clients. We wanted to move from working for ourselves to actually running a company and we realized the best way to do this would be to start replacing ourselves with hired loan officers.

Unfortunately, we soon realized we traded one job (loan officer) for another (recruitment/staffing). There was a heavy time investment in actually recruiting loan officers and we were spending more time on that than actually helping to develop their skills, assist them with their loans, etc. Our answer was to build a lead generation funnel that would help us transition from having a job to being the “boss”.

Outsourcing and Virtual Assistants for smaller businesses was still a relatively new concept, but we found and hired a VA from the Philippines to help us by posting on Craigslist and other message boards throughout the country to help us attract loan officers. We trained her on how to qualify potential hires so that we could then spend more time talking to and working with qualified candidates. This solved the heavy lifting problem of recruitment by outsourcing the high-volume, low-value work required on the front end.

Some time after this, the mortgage industry and our company crashed, but we realized we were on to something with our lead generation funnel and the use of offshore VA’s.

Example #2 – Local SEO Company

Joe and I both ended up taking on “jobs” again and we found a high-growth company where we could really provide some impact. This business sold Local SEO packages to small and medium sized businesses around the country. We found ourselves with one of those “high-quality problems”…the company triples sales in less than 6 months and reached a point where they were doing more than $1M in revenue per month.

This would have been great, except the sales growth far exceeded the capacity of the operational team and their process at that time. Every customer has handed off to one employee who would then do all of the work for that one particular customer. This led to each employee having a ton of tabs open in the browser and having to know/specialize in all kinds of different platforms and processes that made the process slow and inefficient.

Joe and I needed to revamp the operational side of the business by breaking down the complicated process into bite-sized chunks that could then allow for a specialist to hammer out the work. If you’ve ever been to a Catholic school, you might remember the punishment of writing a sentence over and over on the white/black board. (I will not eat Joe Magnotti’s Sesame Cake. I will not eat Joe Magnotti’s…)

The creative, out-of-the-box thinking kids realized it’s MUCH more efficient to batch your sentences by writing each word vertically rather than the sentences horizontally. (I, I, I, I… will, will, will, will…etc.) This is a simple example of what Tim Ferriss calls “batching” and, when implemented in our company, allowed us to process many more accounts with the same amount of people. Ultimately, the simplicity of each task now allowed us to send some of the work offshore, which led us to save a ton of money and allowed us to create our outsourcing company, TryBPO.

Example #3 – Starting AdSense Flippers

During the process of building out our outsourcing company we ended up losing a major client and we had no real way to quickly reassign the agents that were working on the campaign. We knew they were effective in a “human machine” so we set out looking for a process they could work on that would make us some money until we could get them reassigned and so we started building out niche sites monetized with AdSense.

The problem was that it was mind-numbingly boring for me and hardly scalable with me building out the first few sites on my own. Creating and organizing content for a site about “blue ski boots” isn’t very exciting…but what IS exciting is working with our team, keeping them onboard, and scaling up the process.

Joe and I worked together closely to re-create what I had been doing and to break it down into bite-sized chunks or components. We then organized our people around the process by their skillsets, fed the component pieces to the right teams, and scaled it up using the skill transfer process we mentioned earlier.

We were able to take a process that only created 40 sites the first month to over 2,700 sites created in 22 months. (That’s more than 4 sites per DAY!) The truth is this would have been largely unprofitable if I had continued to build out each site myself. (Not at a $ per hour I would consider viable, anyway) It was the building of the human machine using the skill transfer process that made this project successful.

There are 5 main steps that are critical when building out a human machine:

  1. Do It Yourself First – It’s important that you know the project and work intimately so that you can begin to determine best practices, time the various steps, determine skillsets required, etc. Too many try to outsource tasks that they don’t yet have fleshed out and this is almost always a quick path to failure.
  2. Document It – Along with written directions for each step required it’s also useful to use screenshots, screencasts, etc. Remember that people have different ways to learn and retain knowledge and using different mediums to document the process will help during skill transfer.
  3. Ensure Profitability – When doing it yourself, you can be break-even or losing money, but with some quick napkin math you have to be sure that the project will be profitable at scale. Scaling an unprofitable project is an awfully expensive mistake to make.
  4. Componentize – (Is that really a word?) Break down your process into bite-sized chunks and hand it off to specialists or teams that can efficiently process the tasks.
  5. Skill Transfer – Use the Skill Transfer steps (Explain, Demonstrate, Practice, Observation, Feedback) to effectively scale the process. Don’t forget to setup reports on efficiency and quality so that you can monitor the scaling of your business and quickly squash mistakes.

Our next challenge will be implementing aspects of creative work into our human factory. This will require leveling-up our talent pool and will be a much more involved and complicated process than our initial niche sites have been. The EMD Update squashed some of our tactics for niche sites, but our strategy and goals remain intact. We’ll have to make adjustments to our machine and begin the process all over again.

Our goals in the coming months:

  • Level up sites created from micro to mini businesses
  • Continued transparency of tactics and strategies
  • Upgrade our monetization strategies and revenue streams
  • Revamp our content around our outsourcing business

A HUGE thanks to Dan and Ian from the Lifestyle Business Podcast for inviting us out to the DC Bangkok meetup and to John DeVries for putting together an awesome slide deck!

So…what did you think of the presentation? Let us know in the comments below! We’ll be putting some pictures of our trip up on our Facebook page in the next couple of days so feel free to check that out as well!



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Discussion

Leave a comment
  1. FIRST!

    Great stuff guys, looking forward to seeing you level up the business over the coming months.

  2. Sud.L says:

    Secundo is not bad at all… :-)

  3. James Clark says:

    That was a great presentation in what was an EPIC weekend! Really good to cross paths with you both again as well.

  4. Roy says:

    When are you guys holding another seminar? I wanna meet y’all live.

    Roy

  5. Dam wish I was there in Bangkok! next year maybe huh

  6. Jon Haver says:

    Very cool graphics!

    I also really like the way you layed out the presentation in the form of a post here.

  7. Nice run through covers the concepts extremely well.

    I remain #guttedwasnoththere And heck Dan and Co should run one every 6 months!!

  8. hey guys , glad to see you back.

    this is an interesting concept.

    have you ever tried to built a team not of employees but a team of partners so that each one does a part of the job ? would that work or is it too complicated ?

    PS : don’t you think its time for another podcast ?

  9. I thoroughly enjoyed your pressie, guys.

    Full of wisdom, experience and motivation to get off your ass and do things – the right way.

    Keep rockin’.

  10. […] this term and think it more aptly describes our process of putting systems in place through the use of human machines to do the heavy lifting for us. There’s always an “active” piece involved in our […]

  11. […] We utilize a similar business process within our organization, known as the Skills Transfer Process. It allows us to closely monitor the development of managers and employees and to ensure they understand the skills we’re trying to pass on. You can read more about this in detail here. […]

  12. […] We utilize a similar business process within our organization, known as the Skills Transfer Process. It allows us to closely monitor the development of managers and employees and to ensure they understand the skills we’re trying to pass on. You can read more about this in detail here. […]

  13. mark savastano says:

    great post

  14. […] for creating niche sites (KW Research, Site Setup, Content Strategy, etc.) and even less about our outsourcing side of the business. As we continue to grow I know that we’ll have people that focus in and specialize on various […]

  15. […] and is properly trained and prepared from the start. A mentor of mine years ago clued me into the Skill Transfer Process. This is an effective way of handing off tasks and projects while minimizing loss in […]

  16. […] going to want to remain involved and see this all the way through. We’ve written about the skill transfer process in-depth and we also have a podcast episode dedicated to the subject on our other blog and I’d […]

  17. […] Building Human Machines – 1,883 Pageviews […]

  18. […] heading up to Manila to take care of some business and meet up with friends, spending a couple of weeks in Bangkok to give a presentation and do some networking/relaxing, etc. It was good for us to take some time off and we’ve come […]

  19. Arjun Sandhu says:

    I have been looking for some sensible posts on learning how to master process making and despite being SEO centric, your post explains what would be applicable to almost any business. So, thank you for taking out time and writing about your presentation. Ended on this post via your email and I’ll be returning to this to re-read about the 5 steps you’ve mentioned.

    And for the benefit of other readers, from my own experience I know that the efficiency of a human machine would also to some extent depend on the incentive and penalties structure where hard work and going beyond the line of duty is rewarded and not achieving targets has some negative impact.

    Thanks again,

  20. […] a specific demographic, someone who holds the characteristics you want your customers to possess. It is not an actual person, but rather a composite, and without this avatar, your content marketing will be generic and […]

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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.