Justin Cooke

January 28, 2013

With 125 posts on AdSenseFlippers.com, Joe and I just realized we’d never actually written a post about how to setup and get started with an AdSense account!  Rather than writing it ourselves (it’s been a while!) we thought we’d take on a guest post from Steven to tackle the subject.

This is post is definitely for beginners…if you’re looking for more intermediate or advanced AdSense strategies, check out our podcast episode on AdSense tips, tricks, and hacks.  I’ve added some notes that are italicized below.  Now…over to Steven!

The Google AdSense platform, representing the other side of the Google advertising empire known as Adwords, is an advertising system through which the ads that Google customers buy (through Adwords) get posted to the websites of site owners that have signed up and have been approved for an AdSense account. It’s a great way for Google to expand their empire. Instead of just having advertisements on the Search Engine Results Page (SERP), they can also have advertisements on the particular sites that people click through to, expanding their reach for the advertisers.

By signing up to AdSense, a site owner then has different types and sizes of advertising blocks, contextualized to their content and able to be placed on their site or blog pages. Every time a site visitor clicks one of these ads, a small payment of anywhere from a few cents to several dollars is made to the webmaster that is attached to the AdSense account for the site that’s been clicked on.  Once the account owner has reached the payment threshold, he or she will receive their first payment via AdSense. (via direct deposit or check)

Through this system, Google rewards website owners who know how to create well-optimized and rich content that’s in a particular niche and is also popular; since the more visitors a site garners, the more ad clicks and thus revenue it also generates for the site owner.  The relationship between visitors and clicks is known as Click-Through-Rate (CTR) and is dependent on the placement of the ads on the site, relevance of the ads, the niche selected, etc.

No porn allowedHowever, there are also certain conditions that any site owner who applies for AdSense has to abide by: For one thing, no pornographic, illegal, or copyright violating content can be displayed. Secondly, the content must be genuine and have a certain (somewhat arbitrary) timescale during which it has been online.

Note: If your content is even close to being questionable, don’t place AdSense on it.

Finally, certain ad-related rules prohibit you from clicking on your own ads, redirecting people to pages full of ads through some sort of spam related means or creating purely advertising related AdSense pages that are empty of valuable and meaningful content.

Because of these design features and the immense advertiser market that exists on the Adwords side of the Google business, site owners who sign up with AdSense can be quite richly rewarded for having popular, high-quality, content-rich websites that talk about relevant subjects in one or more niches.

The niche you select and the keywords you target will have a direct relationship on the Cost-Per-Click and, ultimately, the amount you’ll get paid per click.  Target keywords that don’t have a very high CPC and you won’t earn much per click.  Target keywords that have too high a CPC and they’re likely to have heavy competition.  The trick is to find just the right balance with regards to keyword research.

In some cases, people have been known to generate many thousands of dollars per month in personal income just from the few cents they earn per click on the ads that are placed on their pages.

While this is definitely true, I should mention that the vast majority of AdSense publishers make less than $100 per month with AdSense.  This usually has to do with the fact that they’ve added AdSense to their site as an afterthought or they simply don’t (yet) know what they’re doing.

Now that we’ve gone over the basics of what AdSense is, let’s take you step by step through how you can set up your own AdSense account and start earning money with AdSense too.

Step One: Get Your Website Ready

You can’t join AdSense until you’ve got your own well-established, well-fleshed out website or blog up and running. Of course, it doesn’t have to be some sort of internet superstar with thousands of pages and thousands of monthly page views, but it should meet at least a few basic content and design guidelines. Essentially, as an AdSense applicant, you’ll need to at least possess a blog/site that has a decent amount of richly written text-based content, has reasonably good traffic and is at least 3 months old.

Also, the site doesn’t necessarily have to be yours but you will at least need to have access to the source code for its pages so that you can coordinate where to post your ads on the pages.

I’d definitely recommend using your own site here.  While you can get approved using someone else’s site, it’s not advised by us.  Having your AdSense code on someone else’s site is not the best option.

Finally, the site isn’t allowed to link to any pornographic content, host material that infringes copyright (because we all know YouTube, which is full of Adsense ads, also doesn’t) or be a site that’s built or advertised in a way that can be considered highly spammy. With regards to the spam aspect, if you’re unsure, just make sure your site abides by Penguin or Panda SEO standards and you’ll be totally in the clear.

Step Two: Register a Google AdSense Account

This is fairly easy; simply use an existing Google account that you already have and attach it to your AdSense application or, if you don’t actually somehow have a Google account of any kind (You really should, Gmail is amazing!) just sign up within a few minutes directly here.

Step Three:  The Application Process

Once you’ve logged into AdSense, the first steps will consist of a series of questions about your website; things such as the nature of its content, URL and the main language in which your site will be written (English, French, Spanish, etc). You’ll also have to agree to Google’s terms and policies, which you really should stop to read through.

AdSense Application

Afterwards, going through the same series of events, you’ll continue by filling out your full AdSense application and including details about your name, billing address/postal address, account type (Business or Individual) and country of origin.

Once you’ve clicked “Submit” you simply need to wait roughly 24 to 48 hours and see if you’ve been approved.

48 hours seems to be true in most cases, but I’ve heard of some having to wait close to a week for approval.  If you haven’t been approved within a week, you can visit the AdSense forum to find out more information.

Step Four: Make Money!

Of course, there’s no guarantee that you’ll earn much of anything with Adsense, but if you run your keyword research and content well, work on developing your sites effectively and make sure you don’t break any of Google’s major rules against spam, low quality content or banned content, you really can start successfully making anything from a few hundred to a few thousand or more dollars per month with relatively little work on your AdSense pages.

After you’ve been approved, you’ll have to make slight modifications to your pages’ source code but this isn’t usually complicated and if in doubt, either ask a friend who’s already done the same, look up the numerous online tutorials that are available or hire someone to help you out.

There, that’s it and good luck with building your AdSense Empire!

Steven Chalmers has been immersed in the online marketing community for over 10 years. When he’s not writing about marketing, you can find him covering virtual environments. Find out more information here or check out Intercall.com.

If you’re just getting started, we’d really recommend checking out our guide, Building A Niche Site Empire. It’s free and we give away our best tips and tricks for getting started building niche sites and working with AdSense. Was this overview helpful? Let us know what you think in the comments below!



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Discussion

Leave a comment
  1. disqus_T5zP9LGvjs says:

    hi guys nice post :)
    when are you going to list sites for sale ? can’t wait !

    • JustinWCooke says:

      Soon I hope! Joe’s in Manila checking in with some biznass contacts, but he should have more sites posted in the next few days. :-)

  2. Karen Barr says:

    Nice post! Hope to see you listing some sites for sale soon :)

  3. Anisul Islam says:

    It’s a helpful post indeed for the newbies! Thanks guys for putting this up :) A little off topic but I have decided to take on WSO tests. I was thinking for something like this as well and got the inspiration from your niche idea post. I have put up a blog at http://wsotestcenter.com/ . Hope you’ll find my blog useful in the long run

  4. Getting started with AdSense is easy. Simply go to their sign up page and follow the directions. They will guide you through the steps of signing up and putting the code on your page.

  5. Adam Baum says:

    Hey AdsenseFlippers, been following you for some months now in the pursuit of passive income. :)
    I am finding trouble after creation of the niche sites… Currently have like 8-10 that just sits there, barely a few visitors/day.. So was just wondering, is the linkbuilding part in your ebook the same as your ‘current blueprint’ for sites with 5-10 articles?

    Regards

  6. juvie indiola says:

    Would like to think a start to do adsense. But like to learn more about content writing if anyone had a great ideas about it, please let me know.

  7. Mike says:

    Step Five: Get Banned by AdSense and Find Other Ways to Make Money Online! OK, that’s just my own experience, but might make for an important cautionary tale, especially for newbies (like I used to be)! As always, love the site!

  8. Rick Fernandez says:

    hey guys, thanks for the tips. could you look at our travel blog and give us one or two tips to get better results? http://www.phwow.com/davao

    thanks!

    • JustinWCooke says:

      Hey, Rick!

      I see you profiled Jojie on the site. I had the opportunity to meet her at one of the Blog Weekend Bootcamp events here in Davao…cool girl and an awesome photographer!

      I’d say that what you’re looking to do is much less straightforward than our niche sites. We target VERY specific niches so that our visitors are highly-targeted and focused…and so the ads are highly-targeted and focused towards them. It makes them much more likely to click on the ads once they are on our site. Your site is much broader than that and will require a much larger audience to make the same amount of money.

      That’s not necessarily a bad thing…just know that you’ll either have to pump out a TON of content or (the better option in my opinion) deliver content that will get people coming back over and over to read more from you. This second option will mean you’ll have to look at monetization other than AdSense. (Return visitors are even less likely to click on ads…they become “ad blind”)

      I love the photos on your site and I would definitely keep that up. I found some of your content lacking depth, though. In an interview, you asked a question like “What are your inspirations in life?” and “If you hear the word Davao, what’s the first thing that comes to mind?” Those are kind of fluff questions that won’t get you substantial answers or content. Ask much more pointed/direct questions, I think. Be more of a journalist and get to the heart of the issues!

      For traffic, I would get involved in related forums and start helping people. Answer questions, give advice, etc. You don’t have to push your site too much…just have links in your sig and be over-the-top helpful. I’d also reach out to guys like Mindanao Bob (don’t be shy) and ask him if you can write guest posts, do an interview with him, etc. He gets a ton of traffic to his Davao and Mindanao sites and would be great exposure for you.

      For monetization, I don’t think that I’d stick with AdSense for long here. If you’re targeting expats for the site, maybe you could write and then sell the ultimate guide to living in Davao for expats? It could include (video) interviews with expats that are here, detailed case studies on cost of living, restaurants, etc. If you went WAY over the top and sold through Amazon, I think you’d get some takers! Plus, you’d have something that really stood out, I think.

      Here’s another option. Months back I was in a meeting with the head of tourism in Davao and other city officials as they were looking for ideas on boosting tourism to the city. We gave them our ideas and promoted the fact that THEY should be promoting their city bloggers as they’re on the front lines. They were receptive to the idea, but I don’t know what ever came of it. I would try to organize some funding from the City for your blog. This might be more of a long shot, but I DO know they’re open to spending money to drive more tourists to Davao.

  9. Conrad says:

    Good grief Justin and Joe. That was one well laid out and super comprehensive guide / eBook. This is education marketing at its best cause you just got yourself one more advocate :D … damn that was a good read…..

  10. This was a quick and helpful guide that got me set in the right direction. I’ve been studying and practicing online marketing for three years now and have been earning $ serving private clients in various services. Now, (not solely due to this guide), I’m ready to start building my own AdSense sites. I’m glad that this guide showed me exactly what the bare requirements are and also provided a bunch of helpful links for additional study. You guys are the real leader in the domain buying / selling / brokerage / info space.

    Thank you for what you all do at EF!

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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.