, along with its associated website and mobile content (“Website”), is owned and operated by Empire Flippers, LLC (“Empire Flippers”). Empire Flippers is the
owner of an online marketplace for buying and selling websites, apps, or other online businesses (“Services”), which are provided subject to the terms of this Agreement. If you are using the Website or Services, you must agree to this Agreement.
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 AND/OR SERVICES. EMPIRE FLIPPERS RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS 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.
- User Warranties.
You warrant that you are age eighteen (18) or over or that you are of the age of majority within your jurisdiction. You further warrant that you are of sound mind, have the capacity to contract, and are competent to agree to be bound by and comply with the terms of this Agreement. You warrant that your use of the Website does not violate any law, regulation, ordinance, statute, or treaty that is applicable to individuals located in the jurisdiction in which you live. You warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting Agreement. If you are accessing the Website on behalf of a governmental organization, non-governmental organization, or business entity, you warrant that you are an authorized agent that has the authority to and can bind said governmental organization, non-governmental organization, or business entity to the terms of this Agreement.
- Ownership of Intellectual Property.
Empire Flippers is the owner of all rights in and to the Website/Services and its associated content, including, but not limited to, copyright rights, trademark rights, patent rights, rights of publicity and privacy, trade secret rights, and any other personal or proprietary rights. The Website is subject to copyright and other intellectual property rights under the law of the United States and international treaties, and Empire Flippers provides you with the right to use the Website on a limited basis and subject to the terms of this Agreement. You are expressly prohibited from using the Website for any purposes not stated in this Agreement.
Empire Flippers is the owner of the EMPIRE FLIPPERS character and crown design marks, which are registered or common law trademarks, design marks, and trade name of Empire Flippers. Empire Flippers is also the owner of all rights in and to the visual appearance, shape, color scheme, selection and arrangement, layout, and look and feel of the Website, which constitutes the trade dress of Empire Flippers. You are prohibited from using Empire Flippers’ trademarks, service marks, design marks, logos, trade dress, or trade names, or any colorable imitation thereof, whether on a website, on a product or service, in a domain name, in pay-per-click advertising, or otherwise, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services. All other trademarks, service marks, design marks, logos, trade dress, or trade names displayed on the Website are the property of their respective owners.Empire Flippers hereby provides you with a limited, non-exclusive, non-assignable, non-sublicensable, revocable license to use the Website for its customary and intended purposes. Use of the Website for a use outside of its customary and intended purposes or in violation of the terms of this Agreement will result in immediate termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to Empire Flippers.
- Restrictions on Use.
You are expressly prohibited from making any use of the Website outside of those uses explicitly stated under the terms of this Agreement. You explicitly agree not to reproduce, prepare derivative works of, distribute, perform publicly, display publicly, scrape, frame, hack, reverse engineer, crawl, or aggregate the Website, whether in whole or in part, without the prior written consent of Empire Flippers. This prohibition on crawling or aggregating does not apply to search engines that appropriately comply with Empire Flippers’s robots.txt file.
- Transmitting unsolicited commercial email messages through the Website or to users of the Website;
- Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
- Circumventing Empire Flippers’ technological or security protection mechanisms;
- Using a robot, spider, scraper, or other automated technology to access the Website;
- Attempting to gain access to the private data or personal information of a user or the Website or a third party;
- Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
- Harassing a user of the Website;
- Harassing a third party through your use of the Website;
- Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
- Posting or transmitting content that infringes upon the intellectual property rights of other uses of the Website or third parties; or
- Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter.
- User-Generated Content.
Empire Flippers may provide you with the ability to upload or transmit user-generated content to or through the Website, including, but not limited to, text, comments, photographs, images, videos, audio files, profile information, name, likeness, advertisements, listings, information, and designs (collectively “User-Generated Content”). Except as otherwise provided herein, you warrant that you own all rights in and to your User-Generated Content.By submitting User-Generated Content to the Website, you grant Empire Flippers a non-exclusive, irrevocable, royalty-free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Website. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated services and archiving or making backups of the Website. You agree to waive all moral rights in and to your User-Generated Content across the world, whether you have or have not asserted moral rights in or to your User-Generated Content. By submitting User-Generated Content to the Website, you further agree to waive all rights of publicity or privacy with respect to the User-Generated Content submitted.You warrant that any User-Generated Content that you submit to the Website will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
- Empire Flippers as Service Provider.
You understand and agree that Empire Flippers provides the Website as a service and takes no responsibility and cannot be held liable or responsible for any communication or conduct of users of the Website. You acknowledge that Empire Flippers is considered a computer service provider under Section 230 of the Communications Decency Act and, though Empire Flippers may edit, remove, or control the content displayed through the Website, you agree that Empire Flippers will not be considered an information content provider and will not be held liable for the republication or tortious content created by third parties, whether through the Website or otherwise.
- Third Party Links.
- Copyright Policy.
The Website and its associated content and services are © 2017 Empire Flippers, LLC.
If you believe that a user of the Website has infringed upon your copyright rights, you may provide Empire Flippers a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act.Upon receipt of a notice that complies with this section, Empire Flippers will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification.This notice of copyright infringement must contain the following:
- The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work(s) alleged to have been infringed;
- The location of the copyrighted work(s) on the Website;
- Your contact information, such as an address, telephone, fax number, or email address;
- A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
- A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
If you are a Website user who believes that content subject to a notice of copyright infringement is not infringing, you may submit a counter-notification. This counter-notification must contain the following:
- Identification of the specific materials that have been removed from the Website;
- Your contact information, such as an address, telephone, fax number, or email address;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;
- A statement that you consent to the jurisdiction of the federal district court in which your address is located or in which Empire Flippers is located;
- A statement that you will accept service of process from the notifying party; and
- Your physical or electronic signature.
Notifications of copyright infringement and counter-notifications may be submitted to Empire Flippers at email@example.com.
- Term and Termination.
This Agreement will remain in full force and effect until terminated under the terms of this Agreement. You may terminate your use of the Website at any time by discontinuing your use of the Website. Empire Flippers may terminate this Agreement without liability at any time, without notice, and for any reason, including, but not limited to, for your violation of a term or condition of this Agreement.
- Disclaimer of Warranties.
EMPIRE FLIPPERS PROVIDES THE WEBSITE ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, ACCURACY, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY TO UNDERSTAND YOUR RIGHTS UNDER THE LAW.
- 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.
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 Asset 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.
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Empire Flippers may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website.
- Resolution of Disputes and Governing Law.
You agree that any and all claims arising out of or related to this Agreement, including its validity, interpretation, breach, violation, or termination, shall be brought in the exclusive forum of the state or federal courts located in Kalamazoo County, Michigan 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. This Agreement is deemed to have been negotiated, executed, and performed exclusively within Kalamazoo County, Michigan.YOU UNDERSTAND AND AGREE THAT ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE DISPUTE AROSE. THE PARTIES EXPLICITLY WAIVE ANY AND ALL STATUTE OF LIMITATIONS OR TIME BARS.
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
- Reservation of Rights.
All rights not expressly granted herein are reserved to Empire Flippers.