Justin Cooke

September 10, 2012

Hey there…time for another of our Income and Traffic Reports for August, 2012.

We publish these income reports each month for three reasons:

  • To Inspire Others – It’s not easy, but making a decent amount of income online is achievable.  We’ll break down our income and our projects each month for your review.
  • To Hold Ourselves Accountable – I’ve gone back through (and been called out on) previous income reports looking at what we were working on, how projects were progressing, etc.  It’s sometimes embarrassing, but awfully helpful to be able to look back at where we were at and how we’ve progressed.
  •  To Elicit Feedback – Some of our best ideas and implemented changes have come from conversations with readers, podcast listeners, etc.  It really is true that the AdSense Flippers community has been a large part of our success.

We’ll share both the good and the bad along the way and give you a sneak peek and some of our up-and-coming projects as we plan them out.  We’ll go over some of them now but, for those that can’t wait, we brought in a total of $16,686.30 for the month.

Ongoing Projects

August turned out to be a middle-of-the-road month for us in terms of earnings, but we were able to accomplish quite a bit when it comes to some of our longer-term projects we’ve been working on.  Here’s some details regarding what we’ve been up to.

Niche Site CRM Project

We’ve mentioned it before, but we’ve been working on getting all of our niche site data into a CRM with the help of our remote Intern, Ryan.  He’s been tremendously helpful in helping us prepare the migration of a TON of data from multiple Google docs into a more-reasonable CRM solution.  We decided to go the cheaper route with vTiger instead of a more robust solution like SalesForce.  Originally, we seriously considered building out our own CRM, but in the end we decided our efforts were better suited elsewhere.  We should have all of our data fully migrated sometime in September.

Looking back, I still think it was the best move to get started with a Google Doc.  It’s quick, cheap, easy, and avoids the complexity that can suck up your time on “setting things up” rather than getting things done.  Still…we’ve hit the max on what we can do with multiple Google Docs, spreadsheets, etc.  Our main goal here is to protect and organize the data, but there are some pretty cool advantages we can chase down in the future having all of our data in one place.  We can setup efficiency reports, look for trends in keyword research and niche selection, track profitable sites better, use API’s to collect even more data, etc.

IntelliTheme Project

We spent most of August preparing for our private beta release on IntelliTheme.  We reached out to those we thought could best provide us feedback and help improve the theme for a future, public release.  Ultimately, the better we make the theme the more money we can ALL make using it!  Here are a few of the points we’ve realized in getting the beta up and running:

  • Need A Better Defined Sales Message – I think we’ve been a bit unclear about what we’d like the theme to do.  This is NOT an ultra-customizable, all-in-one theme.  The idea is to offer less options and to have the theme act as an optimization tool for niche sites.
  • Balancing Quality Feature Requests With Our Vision – It can be difficult when you get feature requests that are legitimate and useful, but don’t match the overall goals or vision for the project.  This becomes even more difficult when these requests come from multiple testers.  Deciding whether to implement certain features that might cause friction with the end-goal or whether to pivot the product to something else entirely brings up some hard choices to make!
  • Not All Assumptions Are Wrong (But The Ones That Are Might Surprise You) – Our initial thought was that, upon first installing and testing the theme, most sites would earn less until they were fully optimized 30-60 days later…but that’s not the case in all instances.  We were basing this off our experiences not realizing some niche sites would have previously been on poor performing themes.  Interesting…

We’ve made a commitment to IntelliTheme now and are fully-in on this project.  We’re expecting to continue to expand the theme as we grow and expand.  (Into expanded niche sites, authority sites, and possibly even product/travel sites!)

AdSense Flippers Redesign

We’ve completely outgrown our WooThemes layout and have started down the path towards a complete overhaul on the site.  Our first step was to contact one of our readers, Andy Hayes, to talk to him about some of the conversion aspects on the site.  Once we’ve finished up with feedback from him, the plan is to put a public project on 99Designs and to elicit some submissions from everyone we can to help us get this up and running!

Since we’re basically starting from scratch, I’m quickly realizing that there’s going to be a ton of additional content needed to get the site where I want it to be.  Fun stuff!  We’ll have more on this in the coming weeks…

Traffic To AdSenseFlippers

AdSense Flippers Analytics August 2012

Our traffic was down a bit in August, coming in at 19,834 visits for the month.  We were a bit light on content in August, only putting out three blog posts and two podcast episodes.  This should change a bit in the coming months and many of our projects we’ve been working on come to fruition.  Here are the top content pages, in order of pageviews:

Podcast Statistics

AF Podcast Downloads August 2012

We only put out two new podcasts in August, but our downloads improved to 11,856 for the month of August.  We changed the format for the podcast for the last few episodes, focusing more on business strategy than actually building niche AdSense sites.  Even though our tightly topical podcasts tend to get more downloads, we’re hoping our podcast can appeal to a broader audience if we reach beyond niche site creation.  Plus…discussing business plans and strategies is much more fun and engaging for us than talking about the creation of ad units! :-)

AdSense Earnings

AdSense Earnings August 2012

Even after selling quite a few sites, we saw a bump in AdSense earnings up to $3,983.59. (from $3,493.16 last month)  Our top earning day for the month was August 27th at $160.07 and our worst day was August 31st at $88.67.  Our guess is this will continue to improve in the coming weeks and months as many of the sites we would usually sell are locked up for IntelliTheme testing and for other projects we’re working on.

Flippa Sales

We didn’t put out any new Flippa auctions in August, but we are planning to add another auction or two in late September.  The problem is that collecting and presenting the data for the Flippa auctions is a TON of work…work that has required direct involvement from Joe and I.  John brought up the point that since you can now add users to an AdSense account we should probably train a few agents to collect all of this data for us.  The plan is to get a couple of agents trained up on this so that it becomes less hassle and we can start pushing out auctions like clockwork each month.

Private Sales

August has been pretty middle-of-the-road when it comes to private site sales.  We sold a total of $10,797.40 of sites privately.  Unlike previous months, most of these sales were for much lower dollar amounts ($250 – $500 each) which requires the same amount of work as some of higher value sites.  The good news is that we’re able to serve and provide for a larger market, but the bad news is that this equals a lower ROI and a lower per-hour rate for the work we put in.

Our plan over the next 6-12 months will be to “level-up” on our site creation process.  We’ll continue to sell niche sites, but as we move in on the authority site market we’ll be able to serve a different level of buyers and gain some market share there too.  We’ll take it slow, though…just because we’re successful at creating niche sites that earn doesn’t necessarily translate to success at creating or expanding larger content sites.

We’re expecting a much slower month in September for private site sales.  We’ve had a few people contact us privately looking to purchase some sites, but we won’t be actively promoting site sales this month as we’d rather focus on some internal projects, the private IntelliTheme beta, etc.

Niche Site Gold

We’ve broken 900 NSG subscribers in August and were able to bring in $450 from domain sales in August.  (Down $100 from the previous month)  Even though this is (admittedly) a low-value project for us in terms of earnings, I’m happy to continue moving this forward as I think it provides real value to those looking for help with keyword research and struggling to evaluate the first page competition.

Affiliate Sales

We had another decent month with affiliate income, pulling in $1,455.31.  Our Resources Page is pretty popular and gets quite a bit of traffic, so I was thinking about expanding it to include reviews of all the tools that we use and linking to them from the page.  While I’m not interested in chasing down all of the latest products that are being marketed, I do think we could do a better job at promoting the tools that we actually use to run our business.

I’m not sure how long this will last, but Spencer’s currently trialing a 10 day free trial of Long Tail Pro.  We’ve worked out a deal with him where AdSense Flippers readers can try it for free for ten days and, at the end of the trial, still have the option of purchasing the software with a $20 discount!  Click here for the free trial today or you can also check out our Long Tail Pro Review if you’d like more information.

Summary

Sites Created: 182 (179 last month)
AdSense Earnings: $3,983.59 ($3,493.14 last month)
Flippa Sales: $0.00 ($2,000.00 last month)
Private Sales: $10,797.40 ($15,978.20 last month)
Niche Site Gold: $450.00 ($550.00 last month)
Total Affiliate Sales: $1,455.31 ($1,250.78 last month)

  • LongTailPro: $1,037.75
  • Virtual Staff Finder: $75.01
  • SubmitYourArticle: $58.52
  • CTR Theme: $30.49
  • GoDaddy: $54.69
  • Our Niche Site Guide on the Kindle: $23.91
  • SECockpit: $27.88
  • SEOMoz: $100.00
  • SENuke X: $42.56
  • Whoosh Traffic: $4.50

Total Income: $16,686.30 ($23,272.12 last month)

Thanks for continuing to support us here at AdSense Flippers!  Want to check in with us?  You can sign up for email updates, check us out on Facebook, or say Hi on Twitter!  How was your August?  Feel free to drop a comment below!



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Discussion

Leave a comment
  1. Jon Haver says:

    Justin, interesting to hear you guys are looking to move up the value chain and start making higher value sites. What kind of changes are you going to be making to your process? Holding the sites longer…more content…building an email list…back-linking changes?

    Looking forward to hearing more about those changes.

    Jon

    • JustinWCooke says:

      Hey Jon,

      We’re looking at gradual change rather than large changes all at once. The first step will be testing through “expanded” niche sites. We can then take those winners and see what happens when we convert to authority sites.

      Buyers in the $300 – $2,000 range tend to be different than those in the $5,000 – $20,000 range and we’d like to be welcoming to both of those groups! :-)

  2. Hi

    Very cool the calculator get so many view i remember when that was beta testing..

    Great to see you spreading out into related areas (intellitheme and niche site gold) And the NSG reader is awesome.

    And the smart passive income (affiliate sales) is good as well :-)

    Intellitheme – beta testers – My observation which might suprise you! is you face the same dilemma that 37signals had. Maintaining their vision over user demand for features (bloat ware).

    Your right to challenge the user demands and maintain your vision. mostly.

    Have a great septmeber.

  3. Reggie says:

    What were the expenses?

    • JustinWCooke says:

      Hey Reggie,

      We should have a cost/expense post out this month that goes into detail. The short answer is around 7K or so for the month…

  4. Miki Vicioso says:

    Another great month guys! I wonder how are you guys managing all your contractors to create so many sites.

    • JustinWCooke says:

      Thanks!

      Our process is run by our in-house staff. We live and have an office/company in the Philippines which makes it much easier. Much of the content is outsourced to contractors, though. Our employees manage those relationships directly.

      We use quite a few tools including ManageWP, Whoosh Traffic, etc. to manage, run, and report on our sites. You can find out what we’re using on our resources page:

      http://adsenseflippers.com/resources/

  5. Mark Sojka - MarkSEO.net says:

    Another great month I see :) I like your income reports but there is one thing missing in them – expenses. You could just write a total sum of expenses. For example, last month you created 182 new sites and I know they ain’t free to build :)

    Also another question – how many niche websites do you have now? :D

    • JustinWCooke says:

      Hey Mark,

      Nah…our team loves us so much they build them for free, out of the goodness in their hearts! :-) Just kidding…I’m planning on writing a cost/expense post this month that should cover everything. We’ve avoided it in the past as we didn’t want to get into the agent costs, but I think we can work it out. Right now, our costs are $35-$40 ish per site.

      We have around 2,000 sites right now, I believe. We’ve sold quite a few, let some domains expire if they were losers, etc.

      • Mark Sojka - MarkSEO.net says:

        WoW! They must really love you guys :)
        2,000 sites is a lot of websites to manage I must say.

        Looking forward for your posts about authority websites. I must say that adding a 2-3 bigger websites (or more if you can handle them) would be a good idea to add to niche websites portfolio. The good thing is that they can be sold for a lot more money than niche websites :)

  6. This is another solid month for you guys, congratulations. I agree with the Flippa comments. It’s actually so DAUNTING to even list a site, and with transaction fees starting at ~$30 or whatever… it hardly seems worth it for smaller sites. I would like to encourage you guys to consider being a Flippa alternative as part of your business model. (I’ve already thought that your primary domain actually sounds like you are a website/domain marketplace!) I know the trust/authority of selling your own sites is hard enough, but maybe it’s possible to facilitate 3rd party sales here as well, after some well-crafted vetting process. You have traffic, buyers, and a mailing list – it could be like a web and domain consignment shop, where you’ve inspected the merchandise that gets listed! And yes, it’s a lot of work to make money online, still not where I want to be, but I appreciate the ideas, thoughts, info, and inspiration from you guys. All best to you and your team.

    • JustinWCooke says:

      Thanks!

      Yes, we’ve seriously considered a marketplace for niche AdSense sites. It’s not something we’re actively working on right now, but it might be something we come back to at some point. Best to you!

  7. Ray says:

    Good job guys! You guys should do a post on your process of selling your sites privately with all the details like how to backup/download all the WordPress files, push domains, before/after sell support etc

  8. Nice one guys! good luck with the site redesign that will be a big job took us a while to get remoteworkmate where were wanted it just because its such a big site. Looking forward to see what you get from 99designs

    • JustinWCooke says:

      Thanks, Matt!

      Yeah, it’s fun working on creative projects as well…and we’re big fans of crowdsourcing creative…should be interesting! Will be cool to see if any AF readers/listeners have some design chops and can help us out, hehe.

  9. Nice work as always, gentlemen. Your Adsense results are amazing considering all the sites you’ve sold. Hats off to you.

    • JustinWCooke says:

      Thanks, Mike! We should be a bit quieter with sales this month…at least for the next week or two. We’ll probably offer more sites again towards the end of the month along with a Flippa auction or two…

  10. Andy Hayes says:

    Nice job this month! Thanks for the shout out… Now back to my report. :)

    • JustinWCooke says:

      No problem, Andy! We’ll be doing some write-ups about the changes in the future…just wanted to mention you to put the pressure on! :-) Just kidding…looking forward to the feedback.

  11. Hey guys, I’m happy for you :) Keep up the great work! Also, thanks for letting us know about the Long Tail Pro trial, I’ve been wanting to test this software for a long time now! I’m having the same slowness issues with Market Samurai, although I have to admit their support is freakin’ awesome. The tool itself is not to shabby too!
    Good luck with your CRM solution :)

    • JustinWCooke says:

      No problem, Chris!

      Being completely honest, Market Samurai looks and feels like it was created by real software guys. It’s much more polished, aggressive in its capabilities, etc. There’s a reason it’s long been the #1 KW research tool.

      That being said, we simply found that for our process, LTP was more effective at finding us the keywords and niches we need.

  12. Hey guys. I’m very interest to see how this redesign thing turns out. I’ve thought about changing the layout of our blog at one time, but then I reconsidered when I saw how much work it was gonna be, haha!

    I heard you guys are adopting a strategy that doesn’t require any backlinking to rank your niche sites. Is this true? I know that with our sites we’ve been able to achieve rankings without building any links a handful of times, but we don’t have a way of doing that consistently.

    Anyway, congratulation on having another great earning month! Might not be as great as last month, but anything over 5 figures is always good in my opinion :)

    • We have not built any links since March of 2012. We seeing ok results with just using on site SEO. At this point we consider upside for the buyer and just too risky to approach lightly. However we are working on a new process to build links safely. More on that to come…

      • That’s great that you’re able to accomplish that. I’ve been currently working on building an amazon authority site and have been able to get some rankings with on page seo alone. However, for the MNS, I would probably say that 1 in 5 may hit the top ten for us without backlinking.

        • JustinWCooke says:

          We’re working on fairly comprehensive linkbuilding test. Ultimately…we want to know whether spending $X in linkbuilding with our process gives a positive ROI. If not, we won’t build any links at all, right? The best way to do that is to start with nothing and then test through different strategies. That that turn out to be “worth it” we’ll stick with and dump the rest.

  13. barry says:

    Hi guys, im new to adsense and was wondering if I could put the adsense code right after I index my sight. Also, whats size ads work best with thne ctr thene? Thakyou

  14. whatswithjeff says:

    Hi Justin!
    I’m also from davao here! Very nice report.
    I just want to ask something, is the income derived from the adsense came from 1 site only or tons of sites?
    And how much traffic do you need to earn $100+ a day?
    Can it be done in just 2-3 months?
    I hope to hear from you soon!

  15. Brandon says:

    So basically getting into adsense niche site building is a wadte of time. U guys are only making 3kit after uve done all those sites and all the work! I dont know if im gna do it anymore…

    • JustinWCooke says:

      Hey Brandon,

      I don’t know, man…that’s one way you could view it, I guess. It can definitely be a grind…lots of work for little reward at times.

      I’m not trying to convince you to build niche sites like us. If you ARE looking to build web properties, I’d say our method is a GREAT way to get started, though.

      See you at the top?

    • We’ve made a lot more than $3k. It’s $3k a month, plus all the sites sales. Go back through our income reports and add that up. It’s a lot.

  16. JamesInJapan says:

    Hey Justin and Joe. Nice month’s earnings-congrats. I know selling sites is a huge part of your revenue, and was wondering if you could clarify how many sites are used to calculate the Adsense earnings, for the specific month. $4000 a month in Adsense is obviously good, but depending on if it’s from 4000 websites or from 500 websites, it’s obviously different. Could you clarify? Thanks!

    James in Japan

    • JustinWCooke says:

      Hey James,

      It’s the “bad” or worst-case scenario…$4K comes from ALL the 2K sites we own.

      This has continued to get worse and worse as well sell off our top earning sites. We’re “collecting” quite a few of the $0.00 – $2.00 per month sites down there at the bottom of the food chain.

  17. […] Dollar) vorgenommen.adsenseflippers.com = 16.686,30 Dollar Etwas gesunken sind die Einnahmen von adsenseflippers.com.Das lag vor allem daran, dass weniger AdSense-Nischenseiten verkauft wurden:Google AdSense = […]

  18. Manivasagam says:

    do you earn that much from adsense from Single niche sites ?

    i’m from India , my blog gets upto 2lakhs pageviews a month but earnings are only $60 – 80 ,

  19. Christopher Rice says:

    Hi Guys

    I told one of my friends about your projects and I suggested that he setup an appointment with you two (if that’s possible). He has a wealth of knowledge and he’s managed to grow a huge audience over the course of a single year.

    http://www.facebook.com/AtheistRepublic
    http://www.facebook.com/GodorNoGod

    He is set on creating high quality websites with authority and he may be interested in hiring a team here in Davao City. He will be here for a week but he’ll come back every 2 to 4 months to visit friends and family.

    I read about your consulting services a while back but I was wondering if you’d be interested in meeting him.

    Thanks for the works. I haven’t visited your website in a while but I’ve recommended it to a number of people.

    – Chris

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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.